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, 2003
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............................................................................. 27
Item 4. Submission of Matters to a Vote of Security Holders........................................... 27
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................... 28
Item 6. Selected Financial Data....................................................................... 29
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................................... 52
Item 8. Financial Statements and Supplementary Data................................................... 52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures......... 52
Item 9A. Controls and Procedures....................................................................... 52
PART III.
Item 10. Directors and Executive Officers of the Registrant............................................ 53
Item 11. Executive Compensation........................................................................ 53
Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 53
Item 13. Certain Relationships and Related Transactions................................................ 53
Item 14. Principal Accountant Fees and Services........................................................ 53
PART IV.
Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K.......... 54
SIGNATURES ......................................................................................................... 58
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 85.6% ownership interest at December 31, 2003. 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 14.4% interest in the Operating
Partnership at December 31, 2003.
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, 2003, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 729 in-service industrial
properties, containing an aggregate of approximately 48.5 million square feet of
gross leasable area ("GLA"). On a combined basis, as of December 31, 2003, the
Other Real Estate Partnerships owned 105 in-service industrial properties,
containing an aggregate of approximately 9.4 million square feet of GLA. Of the
105 industrial properties owned by the Other Real Estate Partnerships at
December 31, 2003, 15 are held by the Mortgage Partnership, 41 are held by the
Pennsylvania Partnership, 15 are held by the Securities Partnership, 19 are held
by the Financing Partnership, 10 are held by the Harrisburg Partnership, four
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 5,
2004, the Consolidated Operating Partnership had 329 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 with or furnished to the SEC. In addition, the Company's
Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit
Committee Charter, Compensation Committee Charter, Nominating/Corporate
Governance Committee Charter, along with supplemental financial and operating
information prepared by the Company, are all available without charge on the
Company's website or upon request to the Company. Amendments to, or waivers
from, the Company's Code of Business Conduct and Ethics that apply to the
Company's Executive Officers or directors shall be posted to the Company's
website at www.firstindustrial.com. Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
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 834
properties in the Consolidated Operating Partnership's and Other Real
Estate Partnerships' combined portfolios at December 31, 2003, 143
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 a portion of 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 5, 2004, the
Consolidated Operating Partnership had approximately $70.9 million
available in additional borrowings under its $300 million unsecured
line of credit.
4
- - 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 2003, the Consolidated Operating Partnership acquired or completed
development of 73 industrial properties and acquired several parcels of land for
a total investment of approximately $284.0 million. The Consolidated Operating
Partnership also sold 116 in-service industrial properties, five industrial
properties that were out of service and several parcels of land for a gross
sales price of approximately $357.5 million. At December 31, 2003, the
Consolidated Operating Partnership owned 729 in-service industrial properties
containing approximately 48.5 million square feet of GLA.
On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $14.2 million which bears interest at a fixed rate of 8.25%,
provides for monthly principal and interest payments based on a 30-year
amortization schedule and matures on December 1, 2010. In conjunction with the
assumption of the loan, the Consolidated Operating Partnership recorded a
premium in the amount of $2.9 million which will be amortized over the remaining
life of the loan as an adjustment to interest expense.
On September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $4.3 million which bears interest at a fixed rate of 7.61%,
provides for monthly principal and interest payments based on a 30-year
amortization schedule and matures on May 1, 2012. In conjunction with the
assumption of the loan, the Consolidated Operating Partnership recorded a
premium in the amount of $.6 million which will be amortized over the remaining
life of the loan as an adjustment to interest expense.
On September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $2.3 million which bears interest at a fixed rate of 7.54%,
provides for monthly principal and interest payments based on a 30-year
amortization schedule and matures on January 1, 2012. In conjunction with the
assumption of the loan, the Consolidated Operating Partnership recorded a
premium in the amount of $.3 million which will be amortized over the remaining
life of the loan as an adjustment to interest expense.
In May 2003, the Consolidated Operating Partnership, through
wholly-owned limited liability companies of which the Operating Partnership is
the sole member, entered into a joint venture arrangement (the "May 2003 Joint
Venture") with an institutional investor to invest in industrial properties. As
of December 31, 2003, the May 2003 Joint Venture did not own any industrial
properties.
During the year ended December 31, 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 partner units from the
Company in the same amount.
During the period January 1, 2004 through March 5, 2004, the
Consolidated Operating Partnership acquired or completed development of nine
industrial properties for a total estimated investment of approximately $48.1
million.
On February 25, 2004, the Consolidated Operating Partnership declared a
first quarter 2004 distribution of $.6850 per Unit which is payable on April 19,
2004. The Consolidated Operating Partnership also declared first quarter 2004
preferred unit distributions of $53.906 per Unit on its 8 5/8% Series C
Cumulative Preferred Units, $49.688 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, 2004.
5
FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES
The Consolidated Operating Partnership has an active acquisition and
development program through which it is continually engaged in identifying,
negotiating and consummating portfolio and individual industrial property
acquisitions and developments. As a result, the Consolidated Operating
Partnership is currently engaged in negotiations relating to the possible
acquisition and development of certain industrial properties located in 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, 2003,
the occupancy rates for industrial properties in the United States have ranged
from 88.4%* to 93.4%*, with an occupancy rate of 88.4%* at December 31, 2003.
ITEM 2. THE PROPERTIES
GENERAL
At December 31, 2003, the Consolidated Operating Partnership and the
Other Real Estate Partnerships owned 834 in-service properties (729 of which
were owned by the Consolidated Operating Partnership and 105 of which were owned
by the Other Real Estate Partnerships) containing an aggregate of approximately
57.9 million square feet of GLA (48.5 million square feet of which comprised the
properties owned by the Consolidated Operating Partnership and 9.4 million
square feet of which comprised the properties owned by the Other Real Estate
Partnerships) in 22 states, with a diverse base of more than 2,400 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, 2003 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,
2003 with respect to the in-service properties owned by the Consolidated
Operating Partnership, each of which is wholly-owned.
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY
Light Industrial R&D/Flex Bulk Warehouse Regional Warehouse Manufacturing
--------------------- -------------------- ---------------------- -------------------- --------------------
Metropolitan Number of Number of Number of Number of Number of
Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- ------------------------ ---------- ---------- --------- ---------- ----------- ---------- -------- ---------- --------- ----------
Atlanta, GA 538,259 10 140,538 3 2,903,185 7 293,646 4 298,000 2
Baltimore, MD 821,863 14 - - 228,589 2 - - 171,000 1
Central Pennsylvania - - - - 487,000 1 - - - -
Chicago, IL 1,097,171 18 197,354 3 1,867,956 9 168,802 2 461,531 3
Cincinnati, OH 334,220 2 - - 1,348,880 6 - - - -
Columbus, OH 217,612 2 - - 947,934 3 - - 255,470 1
Dallas, TX 1,753,664 47 492,503 20 1,550,103 10 795,077 12 224,984 2
Dayton, OH 322,746 6 20,000 1 - - - - - -
Denver, CO 1,646,582 33 1,413,452 35 538,906 4 445,159 7 - -
Detroit, MI 2,017,202 82 402,720 14 498,608 5 740,513 17 - -
Grand Rapids, MI 61,250 1 - - - - - - 413,500 1
Houston, TX 592,911 8 221,363 4 2,130,764 13 365,960 5 - -
Indianapolis, IN 767,980 17 48,200 4 1,318,701 7 217,710 6 71,600 2
Los Angeles, CA 120,810 7 - - 1,092,597 5 276,284 6 - -
Louisville, KY - - - - 433,500 2 - - - -
Milwaukee, WI 146,061 3 - - 100,000 1 - - - -
Minneapolis/St. Paul, MN 1,001,020 16 661,214 10 1,216,332 5 540,846 5 542,186 8
Nashville, TN 301,865 6 - - 1,099,308 5 - - 109,058 1
N. New Jersey 1,053,377 20 564,074 13 1,122,401 6 58,585 1 - -
Philadelphia, PA - - - - - - 97,448 1 - -
Phoenix, AZ 112,288 5 - - - - 308,573 4 - -
Salt Lake City, UT 582,182 39 146,937 6 324,568 2 - - - -
San Diego, CA - - - - 397,760 2 179,541 5 - -
S. New Jersey 877,148 19 59,750 4 - - 209,300 3 22,738 1
St. Louis, MO 496,242 7 - - 584,519 4 - - - -
Tampa, FL 500,052 13 722,734 27 - - 41,377 1 - -
Other (a) - - - - 177,655 3 50,000 1 346,103 6
---------- ---------- --------- ---------- ----------- ---------- --------- ---------- --------- ----------
Total 15,362,505 375 5,090,839 144 20,369,266 102 4,788,821 80 2,916,170 28
========== ========== ========= ========== =========== ========== ========= ========== ========= ==========
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas and
Wichita, Kansas.
8
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY TOTALS
TOTALS
----------------------------------------------------------------------
AVERAGE GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/03 PORTFOLIO
- ------------------------ ---------- ---------- ------------ -------------
Atlanta, GA 4,173,628 26 94% 8.6%
Baltimore, MD 1,221,452 17 90% 2.5%
Central Pennsylvania 487,000 1 100% 1.0%
Chicago, IL 3,792,814 35 83% 7.8%
Cincinnati, OH 1,683,100 8 90% 3.5%
Columbus, OH 1,421,016 6 92% 2.9%
Dallas, TX 4,816,331 91 96% 9.9%
Dayton, OH 342,746 7 90% 0.7%
Denver, CO 4,044,099 79 90% 8.3%
Detroit, MI 3,659,043 118 91% 7.5%
Grand Rapids, MI 474,750 2 100% 1.0%
Houston, TX 3,310,998 30 85% 6.8%
Indianapolis, IN 2,424,191 36 89% 5.0%
Los Angeles, CA 1,489,691 18 98% 3.1%
Louis ville, KY 433,500 2 100% 0.9%
Milwaukee, WI 246,061 4 100% 0.5%
Minneapolis/St. Paul, MN 3,961,598 44 87% 8.2%
Nashville, TN 1,510,231 12 82% 3.1%
N. New Jersey 2,798,437 40 92% 5.8%
Philadelphia, PA 97,448 1 100% 0.2%
Phoenix, AZ 420,861 9 75% 0.9%
Salt Lake City, UT 1,053,687 47 90% 2.2%
San Diego, CA 577,301 7 90% 1.2%
S. New Jersey 1,168,936 27 92% 2.4%
St. Louis, MO 1,080,761 11 98% 2.2%
Tampa, FL 1,264,163 41 82% 2.6%
Other (a) 573,758 10 70% 1.2%
------------ ----- ----- -------
Total or Average 48,527,601 729 90% 100.0%
============ ===== ===== =======
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas and
Wichita, Kansas.
9
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY
The following tables summarize certain information as of December 31,
2003 with respect to the in-service properties owned by the Other Real Estate
Partnerships, each of which is wholly-owned.
Light Industrial Bulk Warehouse R&D/Flex Regional Warehouse Manufacturing
-------------------- -------------------- ------------------ ------------------ ------------------
Metropolitan Number of Number of Number of Number of Number of
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 4 889,486 5 - - 117,579 3 - -
Chicago, IL 108,692 2 160,201 1 49,730 1 50,009 1 - -
Des Moines, IA - - - - - - 88,000 1 - -
Detroit, MI 353,854 7 160,035 1 23,392 1 - - - -
Indianapolis, IN - - 1,579,927 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 78,740 1 - - - - - - 532,080 3
Nashville, TN - - 160,661 1 - - - - - -
N. New Jersey 144,450 2 - - - - - - - -
Philadelphia, PA 1,109,012 23 257,720 2 128,059 5 258,066 4 56,827 2
S. New Jersey 45,770 1 - - - - - - - -
St. Louis, MO - - 245,000 2 - - - - - -
Tampa, FL - - - - 44,427 1 - - - -
Other (a) 99,000 3 490,500 1 - - - - - -
--------- ---------- --------- ---------- ------- ---------- ------- ---------- ------- ----------
Total 2,534,491 48 4,980,868 21 590,188 19 703,411 12 588,907 5
========= ========== ========= ========== ======= ========== ======= ========== ======= ==========
(a) Properties are located in Austin, Texas and Sparks, Nevada.
10
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY TOTALS
TOTALS
-------------------------------------------------------------------------
AVERAGE GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/03 PORTFOLIO
- ------------------------ ------------ ---------- ------------ ----------
Atlanta, GA 1,341,122 9 83% 14.3%
Baltimore, MD 144,278 2 78% 1.5%
Central Pennsylvania 1,390,135 12 58% 14.8%
Chicago, IL 368,632 5 69% 3.9%
Des Moines, IA 88,000 1 32% 0.9%
Detroit, MI 537,281 9 100% 5.7%
Indianapolis, IN 1,639,927 6 65% 17.4%
Los Angeles, CA 105,005 7 85% 1.1%
Milwaukee, WI 133,173 3 72% 1.4%
Minneapolis/St. Paul, MN 610,820 4 99% 6.5%
Nashville, TN 160,661 1 100% 1.7%
N. New Jersey 144,450 2 100% 1.5%
Philadelphia, PA 1,809,684 36 91% 19.3%
S. New Jersey 45,770 1 100% 0.5%
St. Louis, MO 245,000 2 100% 2.6%
Tampa, FL 44,427 1 100% 0.5%
Other (a) 589,500 4 92% 6.3%
------------ ------ ------ ------
Total or Average 9,397,865 105 80% 100.0%
============ ====== ====== ======
(a) Properties are located in Austin, Texas and Sparks, Nevada.
11
PROPERTY ACQUISITION ACTIVITY
During 2003, the Consolidated Operating Partnership acquired 62
in-service industrial properties totaling approximately 6.3 million square feet
of GLA at a total purchase price of approximately $217.5 million, or
approximately $34.63 per square foot. The Consolidated Operating Partnership
also purchased several land parcels for an aggregate purchase price of
approximately $1.6 million. The 62 industrial properties acquired have the
following characteristics:
AVERAGE
NUMBER OCCUPANCY
METROPOLITAN AREA OF PROPERTIES GLA PROPERTY TYPE AT 12/31/03
- ------------------ ------------- ---------- ---------------------------------------- -----------
Baltimore, MD (b) 1 527,600 Bulk Warehouse N/A
San Diego, CA (e) 9 724,502 Regional Warehouse/Bulk Warehouse 90%
Baltimore, MD 1 487,000 Bulk Warehouse 100%
Baltimore, MD (a) 1 32,680 Regional Warehouse N/A
Chicago, IL (b) 1 407,012 Bulk Warehouse N/A
Atlanta, GA (b) 1 154,936 Bulk Warehouse N/A
Houston, TX 1 191,537 Bulk Warehouse 100%
Salt Lake City, UT 1 136,000 Bulk Warehouse 100%
Phoenix, AZ (e) 10 434,234 Regional Warehouse/Light Industrial 93%
Atlanta, GA 1 657,451 Bulk Warehouse 100%
Indianapolis, IN (b) 1 320,000 Bulk Warehouse N/A
St. Loius, MO 1 64,387 Light Industrial 94%
Cincinnati, OH (a) 3 92,282 R&D/Flex N/A
Cincinnati, OH (b) 2 100,000 Light Industrial N/A
Dallas, TX (b) 1 101,839 Bulk Warehouse N/A
Chicago, IL 1 137,678 Light Industrial 94%
Indianapolis, IN (b) 1 95,080 Light Industrial N/A
Indianapolis, IN (b) 1 69,600 Light Industrial N/A
Phoenix, AZ (b) 2 71,960 Light Industrial N/A
Philadelphia, PA 1 97,448 Regional Warehouse 100%
Salt Lake City, UT 1 188,568 Bulk Warehouse 100%
Indianapolis, IN (b) 2 120,048 Light Industrial N/A
S. New Jersey, NJ (d) 6 203,350 Light Industrial/R&D/Flex 100%
Los Angeles, CA 1 116,000 Bulk Warehouse 100%
Baltimore, MD (f) 7 442,024 Light Industrial/Bulk Warehouse 100%
Cincinnati, OH (b) 1 143,438 Bulk Warehouse N/A
Houston, TX (c) 3 164,387 Light Industrial/R&D/Flex/Bulk Warehouse 100%
------------- ----------
62 6,281,041
============= ==========
(a) Property was sold in 2003.
(b) Property was placed out of service in 2003.
(c) One property was placed out of service in 2003.
(d) Two properties were placed out of service in 2003.
(e) Three properties were placed out of service in 2003.
(f) Four properties were placed out of service in 2003.
12
During 2003, the Other Real Estate Partnerships acquired two in-service
industrial properties totaling approximately .3 million square feet of GLA at a
total purchase price of approximately $11.3 million, or $32.93 per square foot.
The two industrial properties acquired have the following characteristics:
NUMBER OCCUPANCY
METROPOLITAN AREA OF PROPERTIES GLA PROPERTY TYPE AT 12/31/03
- ----------------- ------------- -------- ------------------- -----------
Indianapolis, IN (a) 2 343,200 Bulk Warehouse 100%
------------- --------
2 343,200
============= ========
(a) One property was placed out of service in 2003.
PROPERTY DEVELOPMENT ACTIVITY
During 2003, the Consolidated Operating Partnership placed in-service
11 developments totaling approximately 1.3 million square feet of GLA at a total
cost of approximately $64.9 million, or $48.42 per square foot. The developed
properties have the following characteristics:
AVERAGE
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/03
- ---------------------------- --------- ------------------ -----------
Louisville, KY 221,000 Bulk Warehouse 100%
Northern New Jersey 62,400 Light Industrial 92%
Greensboro, NC (a) 252,000 Bulk Warehouse N/A
Dallas, TX (b) 318,924 Bulk Warehouse N/A
Tampa, FL (a) 63,080 R&D/Flex N/A
Denver, CO (b) 50,470 Light Industrial N/A
Tampa, FL (a) 71,180 R&D/Flex N/A
St. Louis, MO 173,800 Bulk Warehouse 100%
Dallas, TX (a) 55,200 Regional Warehouse N/A
Phoenix, AZ (a) 19,960 Light Industrial N/A
Tampa, FL (b) 52,280 R&D/Flex N/A
---------
1,340,294
=========
(a) Property was sold to one of the Company's industrial real estate joint
ventures in 2003.
At December 31, 2003, the Consolidated Operating Partnership had 26
projects under development, with an estimated completion GLA of approximately
2.6 million square feet and an estimated completion cost of approximately $156.1
million. The Consolidated Operating Partnership estimates it will place in
service 22 of the 26 projects in fiscal year 2004. There can be no assurance
that the Consolidated Operating Partnership will place these projects in-service
in 2004 or that the actual completion cost will not exceed the estimated
completion cost stated above.
13
PROPERTY SALES
During 2003, the Consolidated Operating Partnership sold 116 in-service
industrial properties and five out-of-service properties totaling approximately
6.3 million square feet of GLA and several land parcels. Total gross sales
proceeds approximated $357.5 million. The 116 in-service properties and five
out-of-service properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- ---------------------- ---------- --------- -------------------------
Minneapolis, MN 1 79,702 Manufacturing
Minneapolis, MN 1 60,480 Manufacturing
Sourthern New Jersey 1 23,037 Light Industrial
Portland, OR 1 11,810 Light Industrial
Chicago, IL 1 65,450 Light Industrial
Northern New Jersey 1 23,430 Light Industrial
Minneapolis, MN 1 19,675 Light Industrial
Minneapolis, MN 1 19,792 Light Industrial
Chicago, IL 1 50,400 Light Industrial
Atlanta, GA 1 180,000 Bulk Warehouse
Chicago, IL 1 80,180 Light Industrial
Salt Lake City, UT 1 9,828 Light Industrial
Minneapolis, MN (a) 1 128,872 Bulk Warehouse
Los Angeles, CA 3 20,700 Light Industrial
Northern New Jersey 2 104,820 Light Industrial
Northern New Jersey 1 75,000 Light Industrial
Northern New Jersey 2 110,000 Light Industrial
Central Pennsylvania 1 70,000 Manufacturing
St. Louis, MO 1 35,114 Light Industrial
Chicago, IL 1 77,000 Light Industrial
Sourthern New Jersey 1 142,750 Bulk Warehouse
Portland, OR 1 20,812 Light Industrial
Portland, OR 1 10,000 Light Industrial
Detroit, MI 1 42,000 Light Industrial
Northern New Jersey 1 43,400 Light Industrial
Los Angeles, CA 1 7,800 Light Industrial
Los Angeles, CA 1 8,086 Light Industrial
Los Angeles, CA 1 7,300 Light Industrial
Los Angeles, CA 1 8,048 Light Industrial
Dallas, TX 1 49,330 Light Industrial
Denver, CO 3 99,688 Light Industrial/R&D/Flex
Chicago, IL 1 66,958 Light Industrial
Baltimore, MD 1 150,500 Bulk Warehouse
Dallas, TX 1 22,615 Light Industrial
Greensboro, NC (a) 1 252,000 Bulk Warehouse
Baltimore, MD (a) 1 32,680 Regional Warehouse
Chicago, IL 1 92,527 Light Industrial
Atlanta, GA 1 75,600 Regional Warehouse
Northern New Jersey 1 20,158 Light Industrial
Tampa, FL 1 112,000 Bulk Warehouse
Dallas, TX 1 318,924 Bulk Warehouse
Detroit, MI 1 41,380 Light Industrial
Detroit, MI 1 40,000 Light Industrial
Portland, OR 20 564,163 Light Industrial
Dallas, TX 1 30,000 Light Industrial
Denver, CO 1 50,470 Light Industrial
Tampa, FL 6 107,540 Light Industrial
14
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- ---------------------- ---------- --------- --------------------------------------------
Denver, CO 1 43,987 R&D/Flex
Denver, CO 6 229,086 Light Industrial/R&D/Flex/Regional Warehouse
Dallas, TX 1 58,989 Light Industrial
Cincinnati, OH 3 92,422 R&D/Flex
Nashville, TN 1 207,440 Bulk Warehouse
Chicago, IL 1 309,600 Bulk Warehouse
Los Angeles, CA 3 68,672 R&D/Flex
Tampa, FL (a) 1 71,180 R&D/Flex
Tampa, FL (a) 1 63,080 R&D/Flex
Southern New Jersey 1 49,300 Light Industrial
Chicago, IL 1 53,684 Light Industrial
Chicago, IL 1 30,000 Light Industrial
Nashville, TN 3 339,050 Bulk Warehouse
Los Angeles, CA 3 69,592 Light Industrial
Detroit, MI 1 26,100 Light Industrial
Chicago, IL 1 56,400 Light Industrial
San Diego, CA 1 111,644 Bulk Warehouse
Chicago, IL 3 57,905 Light Industrial
Portland, OR 1 29,040 Light Industrial
Minneapolis, MN 1 143,066 Bulk Warehouse
Chicago, IL 1 156,200 Bulk Warehouse
Dallas, TX (a) 1 55,200 Regional Warehouse
Detroit, MI (a) 1 42,930 Regional Warehouse
Phoenix, AZ (a) 1 19,960 Light Industrial
Southern New Jersey 1 181,000 Bulk Warehouse
Southern New Jersey 1 8,610 Light Industrial
Tampa, FL 1 52,280 R&D/Flex
Denver, CO 2 48,000 R&D/Flex
---------- ---------
121 6,336,436
---------- ---------
(a) Property was sold to one of the Company's Joint Ventures.
During 2003, the Other Real Estate Partnerships sold nine in-service
industrial properties totaling approximately 1.1 million square feet of GLA.
Total gross sales proceeds approximated $36.9 million. The nine in-service
properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- --------------------- ---------- --------- -----------------
Minneapolis, MN 1 51,906 Light Industrial
Central Pennsylvania (a) 1 200,000 Bulk Warehouse
Detroit, MI 1 9,700 R&D/Flex
Philadelphia, PA 1 14,041 Light Industrial
Philadelphia, PA 1 11,293 Light Industrial
Chicago, IL 1 284,135 Bulk Warehouse
Philadelphia, PA 2 50,900 Light Industrial
Indianapolis, IN (a) 1 486,394 Bulk Warehouse
---------- ---------
9 1,108,369
========== =========
(a) Property was sold to one of the Company's Joint Ventures.
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END
During the period January 1, 2004 through March 5, 2004, the
Consolidated Operating Partnership acquired or completed development of nine
industrial properties for a total estimated investment of approximately $48.1
million.
During the period January 1, 2004 through March 5, 2004, the Other Real
Estate Partnerships sold one land parcel for approximately $.2 million of gross
proceeds.
15
DETAIL PROPERTY LISTING
The following table lists all of the Consolidated Operating
Partnership's in-service properties as of December 31, 2003, by geographic
market area.
PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
- ----------------------------- ----------------- ------------ ----------- ------------------- --------- --------- ------------
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 22%
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 0%
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 (g) Atlanta, GA 1986 Light Industrial 8.06 150,536 95%
955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 100%
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 33%
1256 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.48 40,504 88%
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 56%
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 81%
1351 Oakbrook Drive Norcross, GA 1984 R&D/Flex 3.93 36,600 69%
1346 Oakbrook Drive Norcross, GA 1985 R&D/Flex 5.52 74,538 100%
1412 Oakbrook Drive Norcross, GA 1985 R&D/Flex 2.89 29,400 56%
3060 South Park Blvd Ellenwood, GA 1992 Bulk Warehouse 30.56 657,451 100%
--------- -------
SUBTOTAL OR AVERAGE 4,173,628 94%
--------- -------
BALTIMORE
3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 76%
1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100%
1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 90%
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 Manufacturing 6.55 171,000 100%
4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,934 19%
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%
8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,189 100%
1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 43%
1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 100%
1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 62%
9020 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100%
4600 Boston Way Lanham, MD 1980 Bulk Warehouse 5.89 86,400 100%
4700 Boston Way Lanham, MD 1979 Light Industrial 3.20 40,800 100%
9800 Martin Luther King Hwy Lanham, MD 1978 Light Industrial 4.85 80,000 100%
--------- -------
SUBTOTAL OR AVERAGE 1,221,452 90%
--------- -------
CENTRAL PENNSYLVANIA
16522 Hunters Green Parkway Hagerstown, MD (e) 2000 Bulk Warehouse 35.00 487,000 100%
--------- -------
SUBTOTAL OR AVERAGE 487,000 100%
--------- -------
CHICAGO
3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 204,679 68%
6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 59%
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%
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 77,301 100%
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 69%
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%
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 12.86 288,000 100%
905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100%
16
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
- ------------------------------ ---------------------- ------------ ----------- -------------------- --------- --------- ------------
CHICAGO (CONT.)
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%
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%
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 0%
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 77%
1331 Business Center Drive Mount Prospect, IL 1985 Light Industrial 3.12 30,380 100%
19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 0%
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 85,542 100%
1661 Feehanville Avenue Mount Prospect, IL 1986 R&D/Flex 6.89 85,955 69%
1400-1436 Brook Drive Downers Grove, IL (f) 1972 Light Industrial 7.55 137,678 94%
--------- -------
SUBTOTAL OR AVERAGE 3,792,814 83%
--------- -------
CINCINNATI
9900-9970 Princeton Cincinnati, OH 1970 Bulk Warehouse 10.64 185,580 91%
2940 Highland Avenue Cincinnati, OH 1969/74 Bulk Warehouse 17.08 502,000 90%
4700-4750 Creek Road Blue Ash, OH 1960 Light Industrial 15.32 265,000 97%
12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 72%
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 77%
9449 Glades Drive Hamilton, OH 1999 Bulk Warehouse 7.40 168,000 84%
--------- -------
SUBTOTAL OR AVERAGE 1,683,100 90%
--------- -------
COLUMBUS
3800 Lockbourne Industrial Pky Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100%
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 96%
4300 Cemetery Road Hilliard, OH 1968/83 Manufacturing 62.71 255,470 100%
4115 Leap Road (g) Hilliard, OH 1977 Light Industrial 18.66 217,612 100%
3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 66%
--------- -------
SUBTOTAL OR AVERAGE 1,421,016 92%
--------- -------
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 6.72 178,200 100%
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 65,700 100%
2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100%
2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100%
12784 Perimeter Drive (h) Dallas, TX 1981 Light Industrial 4.57 95,671 86%
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%
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 18,511 100%
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 20,018 100%
7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,487 100%
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 61%
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%
17
LOCATION YEAR BUILT - LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ----------------- ---------------- --------- --- ------------
DALLAS/FORT WORTH (CONT.)
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 (h) Carrolton, TX 1981 R&D Flex 3.73 42,170 100%
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 80,780 100%
1420 Valwood Parkway-Bldg I(g) Carrolton, TX 1986 R&D Flex 3.30 40,884 86%
1620 Valwood Parkway (h) Carrolton, TX 1986 Light Industrial 6.59 103,475 100%
1505 Luna Road - Bldg II Carrolton, TX 1988 Light Industrial 1.00 16,800 100%
1625 West Crosby Road Carrolton, TX 1988 Light Industrial 4.72 87,687 100%
2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 87%
1840 Hutton Drive (g) Carrolton, TX 1986 R&D Flex 5.83 93,132 100%
1420 Valwood Pkwy - Bldg II Carrolton, TX 1986 Light Industrial 3.32 55,625 100%
2015 McKenzie Drive Carrolton, TX 1986 Light Industrial 3.38 73,187 62%
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 70%
900-1100 Avenue S Grand Prairie, TX 1985 Bulk Warehouse 5.5 122,881 80%
15001 Trinity Blvd Ft. Worth, TX 1984 Light Industrial 4.70 83,473 100%
Plano Crossing (i) 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 33,627 82%
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 21,000 95%
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%
2821 Cullen Street Fort Worth, TX 1961 Light Industrial 0.84 17,877 100%
2105 McDaniel Drive Carrolton, TX 1986 Bulk Warehouse 4.59 107,915 100%
--------- ---
SUBTOTAL OR
AVERAGE 4,816,331 96%
--------- ---
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 64,000 100%
6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 79%
5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 50%
6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 82%
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 20,000 100%
--------- ---
SUBTOTAL OR
AVERAGE 342,746 90%
--------- ---
DENVER
7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,298 81%
7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 82%
7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 96%
7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 69%
7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 78%
20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,522 95%
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 100%
700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 85%
702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 87%
6425 North Washington Denver, CO 1983 R&D/Flex 4.05 81,120 81%
3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,538 78%
3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 72%
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 56%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 90%
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%
4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100%
5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 100%
5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100%
5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 80%
18
LOCATION YEAR BUILT - LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ----------------- ---------------- --------- --- ------------
DENVER (CONT.)
2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 88%
6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100%
4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 51,260 100%
7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 81%
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 94%
East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,210 87%
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 41,615 100%
8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 72%
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 81%
610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 86%
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 71%
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 56%
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 39%
2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,108 100%
2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 49%
2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 75%
1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 40%
1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100%
1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100%
13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 100%
14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100%
11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100%
5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 54,738 100%
3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100%
2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100%
2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 100%
14818 West 6th Avenue Bldg. A Golden, CO 1985 R&D/Flex 2.54 39,776 76%
14828 West 6th Avenue Bldg. B Golden, CO 1985 R&D/Flex 2.54 41,805 89%
12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 88%
4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100%
4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100%
5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100%
7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 86%
10311 W. Hampden Avenue Lakewood, CO 1999 Light Industrial 4.40 52,227 82%
8200 East Park Meadows
Drive (g) Lone Tree, CO 1984 R&D Flex 6.60 90,219 77%
3250 Quentin (g) Aurora, CO 1984/2000 Light Industrial 8.90 144,464 95%
11585 E. 53rd Ave. (g) Denver, CO 1984 Bulk Warehouse 15.10 335,967 100%
10500 East 54th Ave. (h) Denver, CO 1986 Reg. Warehouse 9.12 178,148 98%
--------- ---
SUBTOTAL OR
AVERAGE 4,044,099 90%
--------- ---
DETROIT
238 Executive Drive Troy, MI 1973 Light Industrial 1.32 13,740 100%
256 Executive Drive Troy, MI 1974 Light Industrial 1.12 11,273 100%
301 Executive Drive Troy, MI 1974 Light Industrial 1.27 20,411 100%
449 Executive Drive Troy, MI 1975 Reg. Warehouse 2.12 33,001 100%
501 Executive Drive Troy, MI 1984 Light Industrial 1.57 18,061 100%
451 Robbins Drive Troy, MI 1975 Light Industrial 1.88 28,401 100%
1035 Crooks Road Troy, MI 1980 Light Industrial 1.74 23,320 100%
1095 Crooks Road Troy, MI 1986 R&D/Flex 2.83 35,042 100%
1416 Meijer Drive Troy, MI 1980 Light Industrial 1.20 17,944 100%
1624 Meijer Drive Troy, MI 1984 Light Industrial 3.42 44,040 100%
1972 Meijer Drive Troy, MI 1985 Reg. Warehouse 2.36 37,075 100%
1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100%
1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100%
1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100%
1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100%
1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100%
2451 Elliott Avenue Troy, MI 1974 Light Industrial 1.68 24,331 100%
2730 Research Drive Rochester Hills,
MI 1988 Reg. Warehouse 3.52 57,850 100%
2791 Research Drive Rochester Hills,
MI 1991 Reg. Warehouse 4.48 64,199 100%
2871 Research Drive Rochester Hills,
MI 1991 Reg. Warehouse 3.55 49,543 100%
2911 Research Drive Rochester Hills,
MI 1992 Reg. Warehouse 5.72 80,078 100%
3011 Research Drive Rochester Hills,
MI 1988 Reg. Warehouse 2.55 32,637 100%
19
LOCATION YEAR BUILT - LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ----------------- ---------------- --------- --- ------------
DETROIT (CONT.)
2870 Technology Drive Rochester Hills,
MI 1988 Light Industrial 2.41 24,445 100%
2900 Technology Drive Rochester Hills,
MI 1992 Reg. Warehouse 2.15 31,047 100%
2920 Technology Drive Rochester Hills,
MI 1992 Light Industrial 1.48 19,011 100%
2930 Technology Drive Rochester Hills,
MI 1991 Light Industrial 1.41 17,994 100%
2950 Technology Drive Rochester Hills,
MI 1991 Light Industrial 1.48 19,996 100%
23014 Commerce Drive Farmington Hills,
MI 1983 R&D/Flex 0.65 7,200 100%
23028 Commerce Drive Farmington Hills,
MI 1983 Light Industrial 1.26 20,265 100%
23035 Commerce Drive Farmington Hills,
MI 1983 Light Industrial 1.23 15,200 100%
23042 Commerce Drive Farmington Hills,
MI 1983 R&D/Flex 0.75 8,790 100%
23065 Commerce Drive Farmington Hill,
MI 1983 Light Industrial 0.91 12,705 100%
23070 Commerce Drive Farmington Hills,
MI 1983 R&D/Flex 1.43 16,765 100%
23079 Commerce Drive Farmington Hills,
MI 1983 Light Industrial 0.85 10,830 0%
23093 Commerce Drive Farmington Hills,
MI 1983 Reg. Warehouse 3.87 49,040 100%
23135 Commerce Drive Farmington Hills,
MI 1986 Light Industrial 2.02 23,969 100%
23163 Commerce Drive Farmington Hills,
MI 1986 Light Industrial 1.51 19,020 100%
23177 Commerce Drive Farmington Hills,
MI 1986 Light Industrial 2.29 32,127 100%
23206 Commerce Drive Farmington Hills,
MI 1985 Light Industrial 1.30 19,822 100%
23370 Commerce Drive Farmington Hills,
MI 1980 Light Industrial 0.67 8,741 100%
32450 N. Avis Drive Madison Heights,
MI 1974 Light Industrial 3.23 55,820 100%
12050-12300 Hubbard (g) Livonia, MI 1981 Light Industrial 6.10 85,086 91%
38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100%
12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100%
9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 75%
9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 75%
28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 100%
28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 100%
28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 100%
28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 75%
28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 56%
28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 88%
28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 0%
9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100%
9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100%
9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100%
29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100%
29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100%
29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100%
29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 83%
29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100%
29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,837 86%
29120-29134 Airport Drive Romulus, MI 1986 Light Industrial 2.53 29,282 100%
29200-29214 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,282 100%
9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,173 75%
26980 Trolley Industrial
Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100%
32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100%
2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 23%
32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100%
11862 Brookfield Avenue Livonia, MI 1972 Light Industrial 0.92 14,600 100%
11923 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.76 14,600 100%
11965 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.88 14,600 100%
13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 0%
1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100%
1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100%
450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100%
1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100%
12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100%
12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 0%
33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100%
47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100%
32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100%
32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100%
32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100%
12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100%
33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 0%
1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 100%
1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100%
1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100%
980 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100%
1840 Enterprise Drive Rochester Hills,
MI 1990 R&D/Flex 2.42 33,240 42%
1885 Enterprise Drive Rochester Hills,
MI 1990 Light Industrial 1.47 19,604 100%
1935-55 Enterprise Drive Rochester Hills,
MI 1990 R&D/Flex 4.54 53,400 100%
5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100%
750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 0%
800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 100%
20
LOCATION YEAR BUILT - LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ----------------- ---------------- --------- --- ------------
DETROIT (CONT.)
850 Chicago Road Troy, MI 1984 Light Industrial 0.97 16,049 100%
2805 S. Industrial Highway Ann Arbor, MI 1990 R&D/Flex 1.70 24,458 90%
6833 Center Drive Sterling Heights,
MI 1998 Reg. Warehouse 4.42 66,132 100%
32201 North Avis Drive Madison Heights,
MI 1974 R&D/Flex 4.19 50,000 100%
1100 East Mandoline Road Madison Heights,
MI 1967 Bulk Warehouse 8.19 117,903 65%
30081 Stephenson Highway Madison Heights,
MI 1967 Light Industrial 2.50 50,750 100%
1120 John A. Papalas Drive (h) Lincoln Park, MI 1985 Light Industrial 10.30 120,410 100%
4872 S. Lapeer Road Lake Orion Twsp,
MI 1999 Bulk Warehouse 9.58 125,605 100%
775 James L. Hart Parkway Ypsilanti, MI 1999 Reg. Warehouse 7.65 55,535 100%
1400 Allen Drive Troy, MI 1979 Reg. Warehouse 1.98 27,280 100%
1408 Allen Drive Troy, MI 1979 Light Industrial 1.44 19,704 100%
1305 Stephenson Hwy Troy, MI 1979 Reg. Warehouse 3.42 47,000 100%
32505 Industrial Drive Madison Heights,
MI 1979 Light Industrial 3.07 47,013 0%
1799-1813 Northfield Drive (g) Rochester Hills,
MI 1980 Light Industrial 4.22 67,360 69%
--------- ---
SUBTOTAL OR
AVERAGE 3,659,043 91%
--------- ---
GRAND RAPIDS
5050 Kendrick Court SE Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100%
5015 52nd Street SE Grand Rapids, MI 1987 Light Industrial 4.50 61,250 100%
--------- ---
SUBTOTAL OR
AVERAGE 474,750 100%
--------- ---
HOUSTON
2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 100%
4545 Eastpark Drive Houston, TX 1972 Reg. Warehouse 3.80 81,295 100%
3351 Rauch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 100%
3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 67%
3337-3347 Rauch Street Houston, TX 1970 Reg. Warehouse 2.29 53,425 100%
8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 79%
4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 85%
3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 83%
5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 66%
4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.76 113,400 58%
7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 0%
2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 100%
6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 76%
1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100%
1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100%
1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100%
7000 Empire Drive Houston, TX 1980 R&D/Flex 6.25 95,073 85%
9777 West Gulfbank Drive Houston, TX 1980 Light Industrial 15.45 252,242 90%
9835 A Genard Road Houston, TX 1980 Bulk Warehouse 39.20 417,350 72%
9835 B Genard Road Houston, TX 1980 Reg. Warehouse 6.40 66,600 100%
10161 Harwin Drive Houston, TX 1979/1981 R&D/Flex 5.27 73,052 77%
10165 Harwin Drive Houston, TX 1979/1981 R&D/Flex 2.31 33,238 39%
10175 Harwin Drive Houston, TX 1979/1981 Light Industrial 2.85 39,475 93%
10325-10415 Landsbury
Drive (h) Houston, TX 1982 Light Industrial 265.00 131,000 90%
8705 City Park Loop Houston, TX 1982 Bulk Warehouse 7.06 191,537 100%
15340 Vantage Parkway Houston, TX 1984 R&D/Flex 1.70 20,000 100%
15431 Vantage PArkway Houston, TX 1981 Light Industrial 2.50 56,700 100%
--------- ---
SUBTOTAL OR
AVERAGE 3,310,998 85%
--------- ---
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 50%
2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100%
7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 100%
1445 Brookville Way Indianapolis, IN 1989 Bulk Warehouse 8.79 115,200 73%
1440 Brookville Way Indianapolis, IN 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN 1990 Light Industrial 3.50 63,000 100%
1220 Brookville Way Indianapolis, IN 1990 R&D/Flex 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (b) 1992 Bulk Warehouse 5.50 130,736 94%
1350 Brookville Way Indianapolis, IN 1994 Reg. Warehouse 2.87 38,460 100%
1341 Sadlier Circle
East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.03 32,400 0%
1322-1438 Sadlier Circle
East Dr Indianapolis, IN (b) 1971/1992 Light Industrial 3.79 36,000 93%
1327-1441 Sadlier Circle
East Dr Indianapolis, IN (b) 1992 Light Industrial 5.50 54,000 87%
1304 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 Manufacturing 2.42 17,600 100%
1402 Sadlier Circle East
Drive Indianapolis, IN (b) 1970/1992 Light Industrial 4.13 40,800 62%
1504 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 Manufacturing 4.14 54,000 100%
1311 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.78 13,200 100%
1365 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.16 30,000 100%
1352-1354 Sadlier Circle E.
Drive Indianapolis, IN (b) 1970/1992 Light Industrial 3.50 44,000 100%
1335 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.20 20,000 100%
1327 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 1.20 12,800 100%
1425 Sadlier Circle East
Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 2.49 5,000 100%
1230 Brookville Way Indianapolis, IN 1995 Reg. Warehouse 1.96 15,000 100%
6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 75%
6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100%
6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 100%
1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100%
6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 22.00 331,826 92%
21
LOCATION YEAR BUILT - LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ----------------- ---------------- --------- --- ------------
INDIANAPOLIS
2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 88%
8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 66%
8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 44%
8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 70%
3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 58%
3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100%
6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100%
6041 Guion Road Indianapolis, IN 1968 Light Industrial 2.80 40,000 100%
9210 East 146th Street Noblesville, IN 1978 Reg. Warehouse 11.91 23,950 100%
--------- ---
SUBTOTAL OR
AVERAGE 2,424,191 89%
--------- ---
LOS ANGELES
6407-6419 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.90 16,392 100%
6423-6431 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.76 13,765 100%
15101-15141 S. Figueroa Los Angeles, CA 1982 Reg. Warehouse 4.70 129,600 80%
Street (g)
20816-18 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100%
21136 South Wilmington Ave. Carson, CA 1989 Bulk Warehouse 6.02 115,702 93%
19914 Via Baron Way Rancho Dominguez, (a) 1973 Bulk Warehouse 11.69 234,800 100%
CA
2035 E. Vista Bella Way Rancho Dominguez, (c) 1972 Bulk Warehouse 14.15 230,000 100%
CA
14141 Alondra Blvd. Sante Fe Springs, 1969 Bulk Warehouse 23.90 396,095 100%
CA
12616 Yukon Ave. Hawthorne, CA 1987 Reg. Warehouse 1.89 43,676 100%
3355 El Segundo Blvd. (h) Hawthorne, CA 1959 Light Industrial 2.79 56,353 100%
12621 Cerise Hawthorne, CA 1959 Light Industrial 1.11 27,000 100%
42374 Avenida Alvarado (h) Temecula, CA 1987 Reg. Warehouse 5.00 103,008 100%
333 Turnbull Canyon Road City of Industry,
CA 1968/1985 Bulk Warehouse 6.61 116,000 100%
--------- ---
SUBTOTAL OR
AVERAGE 1,489,691 98%
--------- ---
LOUISVILLE
9001 Cane Run Road Louisville, KY 1998 Bulk Warehouse 39.60 212,500 100%
7700 Trade Port Drive Louisville, KY 2001 Bulk Warehouse 13.60 221,000 100%
--------- ---
SUBTOTAL OR
AVERAGE 433,500 100%
--------- ---
MILWAUKEE
6523 N. Sydney Place Glendale, WI 1978 Light Industrial 4.00 43,440 100%
8800 W. Bradley Milwaukee, WI 1982 Light Industrial 8.00 77,621 100%
4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,000 100%
4410 80 North 132nd Street Butler, WI 1999 Bulk Warehouse 4.90 100,000 99%
--------- ---
SUBTOTAL OR
AVERAGE 246,061 100%
--------- ---
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 84%
6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100%
6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,560 93%
6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,625 63%
6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 73%
7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,265 74%
7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,297 100%
7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 268,168 65%
7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 74,148 100%
9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 153,813 100%
12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100%
12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,365 100%
12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,300 43%
980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 74%
990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,607 94%
1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 91%
1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 100%
5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 100%
10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 59,030 100%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,816 100%
7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,168 76%
2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,766 100%
12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100%
73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 57%
1905 W. Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 70%
2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 74%
10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 0%
4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 80%
11300 Hampshire Ave. South Bloomington, MN 1983 Bulk Warehouse 9.94 145,210 100%
375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 251,968 100%
5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 98,844 83%
6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 82,769 93%
7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,285 63%
7550-7558 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 31,839 100%
5240-5300 Valley Ind. Blvd S Shakopee, MN 1973 Light Industrial 9.06 80,001 41%
7125 Northland Terrace Brooklyn Park, MN 1996 R&D/Flex 5.89 79,958 100%
6900 Shady Oak Road Eden Prairie, MN 1980 R&D/Flex 4.60 49,190 100%
6477-6525 City West Parkway Eden Prairie, MN 1984 R&D/Flex 7.00 89,229 84%
1157 Valley Park Drive Shakopee, MN 1997 Bulk Warehouse 9.97 126,120 95%
22
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ ---------- ------------- ------- --- ------------
MINNEAPOLIS/ST. PAUL (CONT.)
500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 89,161 80%
770-786 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 3.16 56,388 100%
800 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.10 100,250 100%
2530-2570 Kasota Avenue St. Paul, MN 1976 Manufacturing 4.56 75,426 64%
7100-7198 Shady Oak Road Eden Prairie, MN 1982/2002 Light Industrial 14.44 120,541 83%
--------- --
SUBTOTAL OR
AVERAGE 3,961,598 87%
--------- --
NASHVILLE
3099 Barry Drive Portland, TN 1995 Manufacturing 6.20 109,058 0%
3150 Barry Drive Portland, TN 1993 Bulk Warehouse 26.32 268,253 100%
5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 62%
1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 91%
1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100%
1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 81%
470 Metroplex Drive (g) Nashville, TN 1986 Light Industrial 8.11 102,040 97%
1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 60%
4640 Cummings Park Nashville, TN 1986 Bulk Warehouse 14.69 100,000 81%
556 Metroplex Drive Nashville, TN 1983 Light Industrial 3.66 43,026 100%
7600 Eastgate Blvd. Lebanon, TN 2002 Bulk Warehouse 22.10 423,500 100%
--------- --
SUBTOTAL OR
AVERAGE 1,510,231 82%
--------- --
NORTHERN NEW JERSEY
9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 92%
11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 100%
15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100%
17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100%
220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100%
25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100%
14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 92%
18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 13,000 100%
23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 16,000 100%
12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 100%
49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,500 0%
22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100%
26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100%
24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 100%
20 World's Fair
Drive Lot 13 Sumerset, NJ 1999 R&D/Flex 4.25 30,000 83%
10 New Maple Road Pine Brook, NJ 1973/1999 Bulk Warehouse 18.13 265,376 88%
60 Chapin Road Pine Brook, NJ 1977/2000 Bulk Warehouse 13.61 259,230 100%
45 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 6.54 84,284 89%
43 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 2.48 37,268 82%
39 Route 46 Pine Brook, NJ 1970 R&D/Flex 1.64 22,285 100%
26 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 76,287 82%
30 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,688 94%
20 Hook Mountain Road Pine Brook, NJ 1972/1984 Bulk Warehouse 14.02 213,991 96%
30 Hook Mountain Road Pine Brook, NJ 1972/1987 Light Industrial 3.36 51,570 100%
55 Route 46 Pine Brook, NJ 1978/1994 R&D/Flex 2.13 24,051 72%
16 Chapin Road Pine Brook, NJ 1987 R&D/Flex 4.61 68,358 75%
20 Chapin Road Pine Brook, NJ 1987 R&D/Flex 5.69 84,601 82%
Sayreville Lot 4 Sayreville, NJ 2001 Light Industrial 6.88 62,400 100%
400 Raritan Center
Parkway Edison, NJ 1983 Light Industrial 7.16 81,190 100%
300 Columbus Circle Edison, NJ 1983 R&D/Flex 9.38 123,029 89%
400 Apgar Franklin Twnship, 1987 Bulk Warehouse 14.34 111,824 100%
NJ
500 Apgar Franklin Twnship, 1987 Reg. Warehouse 5.00 58,585 100%
NJ
201 Circle Dr. North Piscataway, NJ 1987 Bulk Warehouse 5.24 113,738 100%
1 Pearl Ct. Allendale, NJ 1978 Light Industrial 3.00 46,400 100%
2 Pearl Ct. Allendale, NJ 1979 Light Industrial 3.00 39,170 100%
3 Pearl Ct. Allendale, NJ 1978 Light Industrial 3.00 40,650 63%
4 Pearl Ct. Allendale, NJ 1979 Light Industrial 3.00 41,227 50%
5 Pearl Ct. Allendale, NJ 1977 Light Industrial 3.00 37,343 100%
59 Route 17 Allendale, NJ 1979 Light Industrial 5.90 60,000 100%
Sayreville Lot 3 Sayreville, NJ 2002 Light Industrial 7.43 62,400 92%
--------- --
SUBTOTAL OR
AVERAGE 2,798,437 92%
--------- --
PHILADELPHIA
90 Southland Drive Bethlehem, PA 1989/1996 Reg. Warehouse 6.79 97,448 100%
SUBTOTAL OR --------- ---
AVERAGE 97,448 100%
--------- --
PHOENIX
1045 South Edward Drive Tempe, AZ 1976 Light Industrial 2.12 38,560 100%
46 n. 49th Ave. Phoenix, AZ 1986 Reg. Warehouse 5.16 82,288 0%
240 N. 48th Avenue Phoenix, AZ 1977 Reg. Warehouse 4.46 83,200 100%
54 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.11 20,736 100%
64 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.43 17,280 100%
236 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 0.93 11,520 100%
10 S. 48th Avenue Phoenix, AZ 1977 Reg. Warehouse 4.64 86,400 75%
135 E. Watkins Street Phoenix, AZ 1977 Reg. Warehouse 3.08 56,685 100%
23
F
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
- ------------------------ ----------------- ------------ ----------- ---------------- --------- ---------- -----------
PHOENIX (CONT.)
230 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.30 24,192 100%
---------- ----
SUBTOTAL OR
AVERAGE 420,861 75%
---------- ----
SALT LAKE CITY
2255 South 300 West (k) Salt Lake City, 1980 Light Industrial 4.56 103,018 95%
UT
512 Lawndale Drive (l) Salt Lake City, 1981 Light Industrial 35.00 386,544 84%
UT
1270 West 2320 South West Valley, UT 1986/92 R&D/Flex 1.49 13,025 81%
1275 West 2240 South West Valley, UT 1986/92 R&D/Flex 2.06 38,227 100%
1288 West 2240 South West Valley, UT 1986/92 R&D/Flex 0.97 13,300 36%
2235 South 1300 West West Valley, UT 1986/92 Light Industrial 1.22 19,000 100%
1293 West 2200 South West Valley, UT 1986/92 R&D/Flex 0.86 13,300 100%
1279 West 2200 South West Valley, UT 1986/92 R&D/Flex 0.91 13,300 88%
1272 West 2240 South West Valley, UT 1986/92 Light Industrial 3.07 34,870 100%
1149 West 2240 South West Valley, UT 1986/92 Light Industrial 1.71 21,250 100%
1142 West 2320 South West Valley, UT 1987/1997 Light Industrial 1.52 17,500 100%
1152 West 2240 South West Valley, UT 1999 R&D/Flex 13.56 55,785 57%
369 Orange Street Salt Lake City,
UT 1980 Bulk Warehouse 6.29 136,000 100%
1330 W. 3300 South
Avenue Ogden, UT 1982 Bulk Warehouse 30.75 188,568 100%
---------- ----
SUBTOTAL OR
AVERAGE 1,053,687 90%
---------- ----
SAN DIEGO
9163 Siempre Viva Road San Diego, CA 1989 Reg. Warehouse 1.72 34,116 100%
9295 Siempre Viva Road San Diego, CA 1989 Reg. Warehouse 1.79 35,557 100%
9255 Customhouse Plaza San Diego, CA 1989 Bulk Warehouse 14.85 295,240 84%
9375 Customhouse Plaza San Diego, CA 1989 Reg. Warehouse 1.46 30,944 91%
9465 Customhouse Plaza San Diego, CA 1989 Reg. Warehouse 1.46 30,944 84%
9485 Customhouse Plaza San Diego, CA 1989 Bulk Warehouse 4.85 102,520 96%
2675 Customhouse Plaza San Diego, CA 1989 Reg. Warehouse 2.24 47,980 100%
---------- ----
SUBTOTAL OR
AVERAGE 577,301 90%
---------- ----
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 1963/85 Light Industrial 2.10 58,139 100%
2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 74%
4 Springdale Road (g) Cherry Hill, NJ 1963/85 Light Industrial 3.02 58,189 100%
8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 100%
2050 Springdale Road Cherry Hill, NJ 1965 Light Industrial 3.40 51,060 100%
16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 100%
5 Esterbrook Lane Cherry Hill, NJ 1966/88 Reg. Warehouse 5.45 39,167 100%
2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100%
6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100%
28 Springdale Road Cherry Hill, NJ 1967 Light Industrial 2.93 38,949 100%
3 Esterbrook Lane Cherry Hill, NJ 1968 Light Industrial 2.15 32,844 100%
4 Esterbrook Lane Cherry Hill, NJ 1969 Light Industrial 3.42 39,266 100%
26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 29,492 100%
1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 100%
21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100%
19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100%
2 Keystone Ave. Cherry Hill, NJ 1970 Light Industrial 3.47 50,922 100%
18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100%
2030 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 100%
55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 0%
111 Whittendale Drive Morrestown, NJ 1991/1996 Reg. Warehouse 5.00 79,329 100%
9 Whittendale Drive Morrestown, NJ 2000 Light Industrial 5.51 52,800 100%
7860-7870 Airport Pennsauken, NJ 1968 R&D/Flex 1.51 23,050 100%
7100 Airport Pennsauken, NJ 1963 R&D/Flex 0.47 10,300 100%
7020-24 Kaighn Pennsauken, NJ 1962 R&D/Flex 1.08 12,000 100%
7110-7112 Airport Pennsauken, NJ 1963 R&D/Flex 1.17 14,400 100%
---------- ----
SUBTOTAL OR
AVERAGE 1,168,936 92%
---------- ----
ST. LOUIS
2121 Chapin Industrial
Drive Vinita Park, MO 1969/94 Bulk Warehouse 23.40 281,105 96%
10431-10449 Midwest Olivette, MO 1967 Light Industrial 2.40 55,125 100%
Industrial
10751 Midwest Industrial Olivette, MO 1965 Light Industrial 1.70 44,100 100%
Blvd.
6951 N. Hanley (g) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,614 100%
1037 Warson - Bldg A St. Louis, MO 1968 Light Industrial 4.00 64,143 100%
1037 Warson - Bldg B St. Louis, MO 1968 Light Industrial 4.00 97,154 100%
1037 Warson - Bldg C St. Louis, MO 1968 Light Industrial 4.00 79,252 100%
1037 Warson - Bldg D St. Louis, MO 1968 Light Industrial 4.00 92,081 100%
13701 Rider Trail North Earth City, MO 1985 Light Industrial 5.34 64,387 94%
4774 Park 36 Boulevard St. Louis, MO 2001 Bulk Warehouse 9.00 173,800 100%
---------- ----
SUBTOTAL OR
AVERAGE 1,080,761 98%
---------- ----
TAMPA
6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100%
6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 79%
6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 100%
24
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03
---------------- ---------- ------------ --------- ------------- ------- --- --------
TAMPA (CONT.)
6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 90%
6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 84%
6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 100%
6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 53%
5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100%
5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 83%
5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 83%
5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100%
5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 33%
5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100%
5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 100%
5453 West Waters Avenue Tampa, FL 1987 R&D/Flex 0.66 7,200 100%
5455 West Waters Avenue Tampa, FL 1987 R&D/Flex 2.97 32,424 24%
5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100%
5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 90%
5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100%
5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 85%
5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100%
5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100%
5461 W. Waters Avenue Tampa, FL 1998 Light Industrial 1.84 21,778 100%
5471 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.00 23,778 83%
5505 Johns Road #7 Tampa, FL 1999 Light Industrial 2.12 30,019 100%
5481 W. Waters Avenue Tampa, FL 1999 R&D/Flex 3.60 41,861 100%
5483 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.92 33,861 100%
5905 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.67 18,720 100%
5907 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 0.53 5,980 100%
5909 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.60 18,000 60%
5911 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 2.70 30,397 72%
5910 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.77 53,591 49%
5912 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.70 52,806 89%
4515-4519 George Road Tampa, FL 1985 Light Industrial 5.00 64,742 77%
6301 Benjamin Road Tampa, FL 1986 R&D/Flex 1.91 27,249 77%
5723 Benjamin Road Tampa, FL 1986 R&D/Flex 2.97 42,270 100%
6313 Benjamin Road Tampa, FL 1986 R&D/Flex 1.90 27,066 100%
5801 Benjamin Road Tampa, FL 1986 Light Industrial 3.83 54,550 91%
5802 Benjamin Road Tampa, FL 1986 R&D/Flex 4.06 57,705 66%
5925 Benjamin Road Tampa, FL 1986 R&D/Flex 2.05 29,109 64%
6202 Benjamin Road Tampa, FL 1981 R&D/Flex 2.04 30,145 0%
---------- --
SUBTOTAL OR
AVERAGE 1,264,163 82%
---------- --
OTHER
2800 Airport Road (j) Denton, TX 1968 Manufacturing 29.91 222,403 100%
3501 Maple Street Abilene, TX 1980 Manufacturing 34.42 123,700 0%
4200 West Harry Street (h) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100%
6601 S. 33rd Street McAllen, TX 1975 Reg. Warehouse 3.31 50,000 0%
---------- --
SUBTOTAL OR
AVERAGE 573,758 70%
---------- --
TOTAL 48,527,601 90%
========== ==
(a) This property collateralizes a $5.6 million mortgage loan which matures
on December 1, 2019.
(b) These properties collateralize a $5.4 million mortgage loan which
matures on January 1, 2013.
(c) This property collateralizes a $5.8 million mortgage loan which matures
on December 1, 2019.
(d) This property collateralizes a $2.1 million mortgage loan which matures
on October 1, 2006.
(e) This property collateralizes a $16.8 million mortgage loan which
matures on December 1, 2010.
(f) This property collateralizes a $4.9 million mortgage loan which matures
on May 1, 2012.
(g) Comprised of two properties.
(h) Comprised of three properties.
(i) Comprised of four properties.
(j) Comprised of five properties.
(k) Comprised of seven properties.
(l) Comprised of 28 properties.
25
TENANT AND LEASE INFORMATION
The Consolidated Operating Partnership has a diverse base of over 2,200
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 rent
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, 2003,
approximately 90% 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 1.3% 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,
2003.
The following table shows scheduled lease expirations for all leases
for the Consolidated Operating Partnership's properties as of December 31, 2003.
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)
- -------------- ------- ------------ ------------ ---------------- -------------------
2004 644 11,680,757 26.7% $ 48,488 25.5%
2005 544 9,173,549 21.0% 43,199 22.7%
2006 422 6,971,402 16.0% 34,020 17.9%
2007 224 5,184,074 11.9% 23,113 12.1%
2008 219 4,382,977 10.0% 17,848 9.4%
2009 75 2,540,165 5.8% 10,375 5.5%
2010 43 2,075,003 4.8% 6,890 3.6%
2011 17 469,515 1.1% 2,277 1.2%
2012 8 185,501 0.4% 1,117 0.6%
2013 13 811,196 1.9% 2,174 1.1%
Thereafter 8 206,940 0.5% 769 0.4%
----- ---------- ----- --------------- -----
Total 2,217 43,681,079 100.0% $ 190,270 100.0%
===== ========== ===== =============== =====
(1) Lease expirations as of December 31, 2003 assuming tenants do not
exercise existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 4,846,522 aggregate square feet.
26
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 rent
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, 2003,
approximately 80% 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 11.7% of the Other Real Estate Partnerships' rent revenues, nor did any
single tenant or group of related tenants occupy more than 9.4% of the Other
Real Estate Partnerships' total GLA as of December 31, 2003.
The following table shows scheduled lease expirations for all leases
for the Other Real Estate Partnerships' properties as of December 31, 2003.
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)
- -------------- ------- ----------- ------------ ---------------- ------------------
2004 74 2,406,402 31.9% $ 10,233 31.1%
2005 56 1,183,491 15.7% 6,209 18.9%
2006 50 1,346,448 17.9% 6,861 20.9%
2007 26 422,504 5.6% 2,257 6.9%
2008 26 796,350 10.6% 3,324 10.1%
2009 11 306,584 4.1% 880 2.7%
2010 7 143,419 1.9% 754 2.3%
2011 3 106,161 1.4% 671 2.0%
2012 1 62,400 0.8% 137 0.4%
2013 2 768,661 10.2% 1,571 4.8%
Thereafter 1 - 0.0% - 0.0%
--- --------- ----- -------------- -----
Total 257 7,542,420 100.0% $ 32,897 100.0%
=== ========= ===== ============== =====
(1) Lease expirations as of December 31, 2003 assuming tenants do not
exercise existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 1,855,445 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
27
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:
DISTRIBUTION
QUARTER ENDED DECLARED
------------- --------
December 31, 2003 $ 0.6850
September 30, 2003 $ 0.6850
June 30, 2003 $ 0.6850
March 31,2003 $ 0.6850
December 31, 2002 $ 0.6850
September 30, 2002 $ 0.6800
June 30, 2002 $ 0.6800
March 31,2002 $ 0.6800
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.
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, $.01 par value, of the Company on a one-for-one
basis or cash at the option of the Company.
28
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, 2003, 2002 and 2001 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, 2000 and
1999 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, 2003, 2002, 2001, 2000 and 1999 include the balances of the
Consolidated Operating Partnership as derived from the Consolidated Operating
Partnership's audited financial statements.
29
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/03 12/31/02 12/31/01 12/31/00 12/31/99
-------- -------- -------- -------- --------
(In thousands, except per share and property data)
STATEMENT OF OPERATIONS DATA:
Total Revenues ......................................... $ 280,781 $ 260,906 $ 268,919 $ 275,748 $ 276,132
Interest Income ........................................ 1,698 121 265 1,970 1,030
Property Expenses ...................................... (94,545) (84,284) (81,375) (82,131) (76,037)
General and Administrative Expense ..................... (25,607) (19,230) (17,990) (16,971) (12,961)
Interest Expense ....................................... (95,198) (87,439) (78,841) (80,885) (76,799)
Amortization of Deferred Financing Costs ............... (1,761) (1,858) (1,742) (1,683) (1,295)
Depreciation and Other Amortization .................... (70,478) (57,464) (52,835) (48,124) (50,805)
Loss from Early Retirement of Debt (b) ................. - (888) (10,309) - -
Valuation Provision on Real Estate (a) ................. - - (6,490) (2,169) -
Equity in Income of Other Real Estate Partnerships ..... 43,332 53,038 47,949 33,049 45,714
Equity in Income (Loss) of Joint Ventures .............. 539 463 (791) 571 302
--------- --------- --------- --------- ---------
Income from Continuing Operations ...................... 38,761 63,365 66,760 79,375 105,281
Income from Discontinued Operations (Including Gain on
Sale of Real Estate of $74,428 and $33,439 for the
Year Ended December 31, 2003 and 2002) (c) .......... 82,934 56,644 28,261 25,025 20,792
Gain on Sale of Real Estate ............................ 9,361 16,409 42,942 25,416 11,904
--------- --------- --------- --------- ---------
Net Income ............................................. 131,056 136,418 137,963 129,816 137,977
Preferred Unit Distributions ........................... (20,176) (23,432) (28,924) (28,924) (28,924)
Redemption of Series B Preferred Units ................. - (3,707) - - -
--------- --------- --------- --------- ---------
Net Income Available to Unitholders .................... $ 110,880 $ 109,279 $ 109,039 $ 100,892 $ 109,053
========= ========= ========= ========= =========
Income from Continuing Operations Available to
Unitholders Per Weighted Average Unit Share
Outstanding:
Basic ........................................... $ 0.62 $ 1.15 $ 1.76 $ 1.67 $ 1.96
========= ========= ========= ========= =========
Diluted ......................................... $ 0.61 $ 1.14 $ 1.75 $ 1.66 $ 1.95
========= ========= ========= ========= =========
Net Income Available to Unitholders
Per Weighted Average Unit Outstanding:
Basic (e) ....................................... $ 2.45 $ 2.38 $ 2.37 $ 2.22 $ 2.42
========= ========= ========= ========= =========
Diluted (e) ..................................... $ 2.44 $ 2.37 $ 2.36 $ 2.21 $ 2.41
========= ========= ========= ========= =========
Distributions Per Unit ................................. $ 2.7400 $ 2.7250 $ 2.6525 $ 2.5175 $ 2.4200
========= ========= ========= ========= =========
Weighted Average Number of Units
Outstanding:
Basic (e) ....................................... 45,322 45,841 45,949 45,422 45,084
========= ========= ========= ========= =========
Diluted (e) ..................................... 45,443 46,079 46,258 45,714 45,186
========= ========= ========= ========= =========
Net Income ............................................. $ 131,056 $ 136,418 $ 137,963 $ 129,816 $ 137,977
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
and Interest Rate Swap Agreements .................. 251 (126) (231) - -
Write-off of Unamortized Interest Rate Protection
Agreements Due to Early Retirement of Debt ........ - - 2,156 - -
Amortization of Interest Rate Protection
Agreements ........................................ 198 176 805 - -
--------- --------- --------- --------- ---------
Comprehensive Income ................................... $ 131,505 $ 138,240 $ 125,582 $ 129,816 $ 137,977
========= ========= ========= ========= =========
30
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/03 12/31/02 12/31/01 12/31/00 12/31/99
-------- -------- -------- -------- --------
(In thousands, except per share and property data)
BALANCE SHEET DATA (END OF PEROID):
Real Estate, Before Accumulated Depreciation .. $ 2,354,791 $ 2,316,970 $ 2,311,883 $ 2,020,552 $ 2,131,434
Real Estate, After Accumulated Depreciation ... 2,059,103 2,055,595 2,082,590 1,838,072 1,952,141
Real Estate Held for Sale, Net ................ - 7,040 28,702 190,379 -
Investment in and Advances to Other Real Estate
Partnerships .............................. 374,906 377,776 378,350 381,231 380,774
Total Assets .................................. 2,633,262 2,585,805 2,580,652 2,539,407 2,443,987
Mortgage Loans Payable, Net, Unsecured Lines of
Credit and Senior Unsecured Debt, Net ...... 1,451,269 1,402,069 1,277,722 1,180,023 1,105,747
Total Liabilities ............................. 1,570,195 1,525,587 1,400,727 1,329,576 1,228,637
Partners' Capital ............................. 1,063,067 1,060,218 1,179,925 1,209,831 1,215,350
OTHER DATA:
Cash Flow From Operating Activities ........... $ 87,670 $ 137,212 $ 145,943 $ 151,889 $ 183,533
Cash Flow From Investing Activities ........... 21,711 12,248 (80,193) (85,152) (15,798)
Cash Flow From Financing Activities ........... (109,381) (149,460) (69,394) (63,115) (181,659)
Total Properties (d) .......................... 729 798 812 865 868
Total GLA, in Square Feet (d) ................. 48,527,601 49,867,755 52,214,832 55,615,111 54,788,585
Occupancy Percentage (d) ...................... 90% 89% 91% 95% 96%
(a) Represents a valuation provision on real estate relating to certain
properties located in Columbus, Ohio, Des Moines, Iowa and Grand
Rapids, Michigan.
(b) On January 1, 2003, the Company adopted the Financial Accounting
Standard Board's Statement of Financial Accounting Standard's No. 145.
"Recission of FASB Statements No. 4,44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145
rescinds FAS 4, FAS 44 and FAS 64 and amends FAS 13 to modify the
accounting for sales-leaseback transactions. FAS 4 required the
classification of gains and losses resulting from the extinguishment of
debt to be classified as extraordinary items. Pursuant to the adoption
of FAS 145, the Company reclassified amounts shown as extraordinary for
the year ended December 31, 2002 and 2001 to continuing operations. In
2002, the Consolidated Operating Partnership paid off and retired
certain senior unsecured debt. The Consolidated Operating Partnership
recorded a loss from the early retirement of debt 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 a loss from the early retirement of debt 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.
(c) 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.
(d) As of end of period and excludes properties under development.
(e) In accordance with FASB's Statement of Financial Accounting Standards
No. 128, "Earnings Per Share", the basic weighted average units
outstanding for 2002, 2001, 2000 and 1999 have been adjusted to exclude
restricted stock issued that has not vested. The diluted weighted
average units outstanding for 2002, 2001 2000 and 1999 have been
adjusted to exclude restricted stock issued that has not vested except
for the impact of the dilution related to restricted stock outstanding.
Due to these adjustments, basic and diluted earnings per unit available
to unitholders for the years ended December 31, 2002, 2001, and 2000
exceeds the basic and diluted earnings per unit available to
unitholders reported in 2002's Form 10-K by $.01 per unit, $.02 per
unit, and $.02 per unit, respectively and $.01 per unit, for basic
earnings per unit available to unitholders for the year ended December
31, 1999.
31
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 85.6% ownership interest at December 31, 2003. 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 14.4% interest in the Operating
Partnership at December 31, 2003.
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, two joint ventures which invest in
industrial properties. The Consolidated Operating Partnership, through a
wholly-owned limited liability company of which the Operating Partnership is the
sole member, also owned a minority equity interest in and provided asset and
property management services to a third joint venture which invested in
industrial properties (the "September 1999 Joint Venture"). During the year
ended December 31, 2003, the September 1999 Joint Venture sold its remaining
property. In conjunction with this final property sale, the final distribution
was made to the partners. In May 2003, the Consolidated Operating Partnership
through wholly-owned limited liability companies of which the Operating
Partnership is the sole member, entered into a joint venture arrangement (the
"May 2003 Joint Venture") with an institutional investor to invest in industrial
properties. As of December 31, 2003, the May 2003 Joint Venture did not own any
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, 2003, the Consolidated Operating Partnership owned
729 in-service industrial properties, containing an aggregate of approximately
48.5 million square feet of gross leasable area ("GLA"). On a combined basis, as
of December 31, 2003, the Other Real Estate Partnerships owned 105 in-service
industrial properties, containing an aggregate of approximately 9.4 million
square feet of GLA. Of the 105 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2003, 19 are held by the Financing
Partnership, 15 are held by the Securities Partnership, 15 are held by the
Mortgage Partnership, 41 are held by the Pennsylvania Partnership, 10 are held
by the Harrisburg Partnership, four are held by the Indianapolis Partnership and
one is held by TK-SV, LTD.
Management believes the Consolidated Operating Partnership's financial
condition and results of operations are, primarily, a function of the
Consolidated Operating Partnership's performance in four key areas: leasing of
industrial properties, acquisition and development of additional industrial
properties, redeployment of internal capital and access to external capital.
The Consolidated Operating Partnership generates revenue primarily from
rental income and tenant recoveries from the lease of industrial properties
under long-term (generally three to six years) operating leases. Such revenue is
offset by certain property specific operating expenses, such as real estate
taxes, repairs and maintenance,
32
property management, utilities and insurance expenses, along with certain other
costs and expenses, such as depreciation and amortization costs and general and
administrative and interest expenses. The Consolidated Operating Partnership's
revenue growth is dependent, in part, on its ability to (i) increase rental
income, through increasing, either or both, occupancy rates and rental rates at
the Consolidated Operating Partnership's properties, (ii) maximize tenant
recoveries and (iii) minimize operating and certain other expenses. Revenues
generated from rental income and tenant recoveries are a significant source of
funds, in addition to income generated from gains/losses on the sale of the
Consolidated Operating Partnership's properties (as discussed below), for the
Consolidated Operating Partnership's distributions. The leasing of property, in
general, and occupancy rates, rental rates, operating expenses and certain
non-operating expenses, in particular, are impacted, variously, by property
specific, market specific, general economic and other conditions, many of which
are beyond the control of the Consolidated Operating Partnership. The leasing of
property also entails various risks, including the risk of tenant default. If
the Consolidated Operating Partnership were unable to maintain or increase
occupancy rates and rental rates at the Consolidated Operating Partnership's
properties or to maintain tenant recoveries and operating and certain expenses
consistent with historical levels and proportions, the Consolidated Operating
Partnership's revenue growth would be limited. Further, if a significant number
of the Consolidated Operating Partnership's tenants were unable to pay rent
(including tenant recoveries) or if the Consolidated Operating Partnership were
unable to rent its properties on favorable terms, the Consolidated Operating
Partnership's financial condition, results of operations, cash flow and ability
to pay dividends on, and the market price of, the Company's common stock would
be adversely affected.
The Consolidated Operating Partnership's revenue growth is also
dependent, in part, on its ability to acquire existing, and acquire and develop
new, additional industrial properties on favorable terms. The Consolidated
Operating Partnership continually seeks to acquire existing industrial
properties on favorable terms, and, when conditions permit, also seeks to
acquire and develop new industrial properties on favorable terms. Existing
properties, as they are acquired, and acquired and developed properties, as they
lease-up, generate revenue from rental income and tenant recoveries, income from
which, as discussed above, is a source of funds for the Consolidated Operating
Partnership's distributions. The acquisition and development of properties is
impacted, variously, by property specific, market specific, general economic and
other conditions, many of which are beyond the control of the Consolidated
Operating Partnership. The acquisition and development of properties also
entails various risks, including the risk that the Consolidated Operating
Partnership's investments may not perform as expected. For example, acquired
existing and acquired and developed new properties may not sustain and/or
achieve anticipated occupancy and rental rate levels. With respect to acquired
and developed new properties, the Consolidated Operating Partnership may not be
able to complete construction on schedule or within budget, resulting in
increased debt service expense and construction costs and delays in leasing the
properties. Also, the Consolidated Operating Partnership faces significant
competition for attractive acquisition and development opportunities from other
well-capitalized real estate investors, including both publicly-traded real
estate investment trusts and private investors. Further, as discussed below, the
Consolidated Operating Partnership may not be able to finance the acquisition
and development opportunities it identifies. If the Company were unable to
acquire and develop sufficient additional properties on favorable terms or if
such investments did not perform as expected, the Consolidated Operating
Partnership's revenue growth would be limited and its financial condition,
results of operations, cash flow and ability to pay dividends on, and the market
price of, the Company's common stock would be adversely affected.
The Consolidated Operating Partnership also generates income from the
sale of properties (including existing buildings, buildings which the
Consolidated Operating Partnership has developed or re-developed on a merchant
basis and land). The Consolidated Operating Partnership is continually engaged
in, and its income growth is dependent, in part, on systematically redeploying
its capital from properties and other assets with lower yield potential into
properties and other assets with higher yield potential. As part of that
process, the Consolidated Operating Partnership sells, on an ongoing basis,
select stabilized properties or properties offering lower potential returns
relative to their market value. The gain/loss on the sale of such properties is
included in the Consolidated Operating Partnership's income and is a significant
source of funds, in addition to revenues generated from rental income and tenant
recoveries, for the Consolidated Operating Partnership's distributions. Also, a
significant portion of the proceeds from such sales is used to fund the
acquisition of existing, and the acquisition and development of new, industrial
properties. The sale of properties is impacted, variously, by property specific,
market specific, general economic and other conditions, many of which are beyond
the control of the Consolidated Operating Partnership. The sale of properties
also entails various risks, including competition from other sellers and the
availability of attractive financing for potential buyers of the Consolidated
Operating Partnership's properties. Further, the Consolidated Operating
Partnership's ability to sell properties is limited by safe harbor rules
applying to REITs under the Code which relate to the number of properties that
may be disposed of in a year, their tax bases and the cost of improvements made
to the properties, along with other tests which enable a REIT to avoid punitive
taxation on the sale of assets. If the Consolidated Operating Partnership were
unable to sell properties on favorable terms, the Consolidated Operating
33
Partnership's income growth would be limited and its financial condition,
results of operations, cash flow and ability to pay dividends on, and the market
price of, the Company's common stock would be adversely affected.
Currently, the Consolidated Operating Partnership utilizes a portion of
the net sales proceeds from property sales, as well as borrowings under its $300
million unsecured line of credit (the "Unsecured Line of Credit"), to finance
future acquisitions and developments. Nonetheless, access to external capital on
favorable terms plays a key role in the Consolidated Operating Partnership's
financial condition and results of operations, as it impacts the Consolidated
Operating Partnership's cost of capital and its ability, and cost, to refinance
existing indebtedness as it matures and to fund future acquisitions and
developments, if the Consolidated Operating Partnership chooses to do so,
through the issuance of additional equity securities. The Company's ability to
access external capital on favorable terms is dependent on various factors,
including general market conditions, interest rates, credit ratings on the
Company's capital stock and debt, the market's perception of the Company's
growth potential, the Company's current and potential future earnings and cash
distributions and the market price of the Company's capital stock. If the
Company were unable to access external capital on favorable terms, the Company's
financial condition, results of operations, cash flow and ability to pay
dividends on, and the market price of, the Company's common stock would be
adversely affected.
CRITICAL ACCOUNTING POLICIES
The Consolidated Operating Partnership's significant accounting
policies are described in more detail in Note 3 to the Consolidated Financial
Statements. The Consolidated Operating Partnership believes the following
critical accounting policies affect its more significant judgments 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. The allowance for doubtful accounts
is an estimate based on the Consolidated Operating Partnership's
assessment of the creditworthiness of its tenants.
- Properties are classified as held for sale when the Consolidated
Operating Partnership has entered into a binding contract to sell such
assets. When properties are classified as held for sale, the
Consolidated Operating Partnership ceases depreciating the properties
and estimates the values of such properties and measures them 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 reclassify such property as held and used.
The Consolidated Operating Partnership estimates the value of such
property and measures it 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.
- The Consolidated Operating Partnership reviews its properties on a
quarterly basis for impairment and provides a provision if impairments
are determined. The Consolidated Operating Partnership utilizes the
guidelines established under Financial Accounting Standards Board's
Statement of Financial Accounting Standards ("FAS") No. 144,
"Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS
144") to determine if impairment conditions exist. The Consolidated
Operating Partnership reviews the expected undiscounted cash flows of
each property to determine if there are any indications of impairment.
The review of anticipated cash flows involves assumptions of estimated
occupancy and rental rates and ultimate residual value; accordingly,
the anticipated cash flows may not ultimately be achieved.
- The Consolidated Operating Partnership is engaged in the acquisition of
individual properties as well as multi-property portfolios. In
accordance with Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("FAS
141"), the Consolidated Operating Partnership is required to allocate
purchase price between land, building, tenant improvements, leasing
commissions, intangible assets and above and below market leases.
Above-market and below-market lease values for acquired properties are
recorded based on the present value (using a discount rate which
reflects the risks associated with the leases acquired) of the
difference between (i) the contractual amounts to be paid pursuant to
each in-place lease and (ii) management's estimate of fair market lease
rents for each corresponding in-place lease. Acquired above and below
market leases are amortized over the remaining non-cancelable terms of
the respective leases. The Consolidated Operating Partnership also must
allocate purchase price on multi-property portfolios to individual
properties. The allocation of purchase price is based on the
Consolidated Operating Partnership's assessment of various
characteristics of the markets where the property is located and the
expected cash flows of the property.
34
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2003 TO YEAR ENDED DECEMBER 31, 2002
At December 31, 2003, the Consolidated Operating Partnership owned 729
in-service industrial properties with approximately 48.5 million square feet of
GLA, compared to 798 in-service industrial properties with approximately 49.9
million square feet of GLA at December 31, 2002. During 2003, the Consolidated
Operating Partnership acquired 62 industrial properties containing approximately
6.3 million square feet of GLA, completed development of 11 industrial totaling
approximately 1.3 million square feet of GLA and sold 116 in-service industrial
properties totaling approximately 6.0 million square feet of GLA, five
out-of-service industrial properties and several land parcels. The Consolidated
Operating Partnership also took 29 industrial properties out-of-service
comprising approximately 3.3 million square feet of GLA, and placed in-service
six industrial properties comprising approximately .5 million square feet of
GLA. During the period between January 1, 2003 and December 31, 2003, the
Consolidated Operating Partnership contributed two industrial properties
comprising approximately .1 million square feet of GLA to First Industrial
Harrisburg, L.P. and contributed one industrial property comprising
approximately .1 million square feet of GLA to First Industrial Financing, L.P.
The tables below summarize the Consolidated Operating Partnership's
revenues, property expenses and depreciation and amortization by source. Same
store properties are in-service properties owned prior to January 1, 2002.
Acquired properties are in-service properties that were acquired subsequent to
December 31, 2001. During 2003 and 2002, the Consolidated Operating Partnership
acquired 129 industrial properties totaling approximately 10.5 million square
feet of GLA at a total purchase price of $400.6 million. Sold properties are
properties that were sold subsequent to December 31, 2001. During 2003 and 2002,
the Consolidated Operating Partnership sold 217 industrial properties totaling
approximately 15.3 million square feet of GLA and several land parcels for gross
sales proceeds of $743.5 million. Properties that are not placed in-service are
properties that have not been placed in-service as of December 31, 2001. These
properties are placed in-service as they reach stabilized occupancy. Other
revenues are derived from the operations of the Consolidated Operating
Partnership's maintenance company, fees earned from the Consolidated Operating
Partnership's joint ventures, fees earned for developing properties for third
properties and other miscellaneous revenues. Other expenses are derived from the
operations of the Consolidated Operating Partnership's maintenance company and
other miscellaneous expenses.
The Consolidated Operating Partnership's future financial condition and
results of operations, including rental revenues, may be impacted by the future
acquisition and sale of properties. The future revenues and expenses
may vary materially from historical rates.
In 2003, the Consolidated Operating Partnership's revenues were
impacted by a soft leasing market attributable to a weak economy. For the five
years ended December 31, 2003, industrial properties in the United States
recorded occupancy rates ranging from 88.4% to 93.4%, with an occupancy rate of
88.4% at December 31, 2003, and rental rate growth ranging from (4.1%) to 9.8%,
with an annual rental rate growth rate of (4.0%) for 2003.* At December 31,
2003 and 2002, the occupancy rates of the Consolidated Operating Partnership's
in-service properties were 88.4% and 88.8%, respectively.
Revenues from same store properties decreased $7.6 million, or 3.3% due
primarily to a decrease in occupancy and rental rates on new leases. Revenues
from acquired properties increased $19.9 million, or 233.4% due to properties
acquired subsequent to December 31, 2001. Revenues from sold properties
decreased $32.0 million, or 59.4% due to properties sold subsequent to December
31, 2001.
- ---------
* Source: Torto Wheaton Research
35
2003 2002 $ CHANGE % CHANGE
--------- --------- --------- ---------
REVENUES ($ in 000's)
Same Store Properties ........ $ 224,338 $ 231,904 $ (7,566) -3.3%
Acquired Properties .......... 28,445 8,531 19,914 233.4%
Sold Properties............... 21,911 53,908 (31,997) -59.4%
Properties Not Placed
in-service ................. 16,586 6,491 10,095 155.5%
Other ........................ 8,179 6,543 1,636 25.0%
--------- --------- --------- ---------
299,459 307,377 (7,918) -2.6%
Discontinued Operations....... (18,678) (46,471) 27,793 -59.8%
--------- --------- --------- ---------
Total Revenues ......... $ 280,781 $ 260,906 $ 19,875 7.6%
========= ========= ========= =========
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $10.3 million or 12.2%. The increase in property
expenses from same store properties is due primarily to an increase in repairs
and maintenance expense, utilities expense and insurance expense, partially
offset by a decrease in real estate tax expense. Due to a harsh winter in many
of the Operating Partnership's markets in 2003, the Operating Partnership
experienced an increase in repairs and maintenance due primarily to an increase
in snow removal, as well as an increase in utilities usage and utility rates.
The increase in insurance expense is due primarily to an increase in insurance
premiums. The decrease in real estate tax expense is due to a decrease in real
estate taxes in certain of the Operating Partnerships' markets. Property
expenses from acquired properties increased by $5.5 million, or 295.7% due to
properties acquired subsequent to December 31, 2001. Property expenses from sold
properties decreased by $10.1 million, or (57.8%) due to properties sold
subsequent to December 31, 2001.
2003 2002 $ Change % Change
--------- --------- --------- --------
PROPERTY EXPENSES ($ in 000's)
Same Store Properties ...................... $ 74,610 $ 72,954 $ 1,656 2.3%
Acquired Properties ........................ 7,305 1,846 5,459 295.7%
Sold Properties............................. 7,369 17,457 (10,088) -57.8%
Properties Not Placed in-service............ 6,588 2,235 4,353 194.8%
Other....................................... 5,007 3,856 1,151 29.8%
--------- --------- --------- -------
100,879 98,348 2,531 2.6%
Discontinued Operations..................... (6,334) (14,064) 7,730 -55.0%
--------- --------- --------- -------
Total Property Expenses......... $ 94,545 $ 84,284 $ 10,261 12.2%
========= ========= ========= =======
General and administrative expense increased by approximately $6.4
million due primarily to increases in employee compensation and additional
employees for the year ended December 31, 2003 as compared to the year ended
December 31, 2002 as well as an increase in the Operating Partnership's state
taxes.
Amortization of deferred financing costs remained relatively unchanged.
The increase in depreciation and other amortization for the same store
properties is primarily due to a net increase in leasing commissions and tenant
improvements paid in 2003 and 2002. Depreciation and other amortization from
acquired properties increased by $5.1 million, or 341.7% due to properties
acquired subsequent to December 31, 2001. Depreciation and other amortization
from sold properties decreased by $5.6 million, or 57.2% due to properties sold
subsequent to December 31, 2001.
36
DEPRECIATION and 2003 2002 $ Change % Change
OTHER AMORTIZATION ($ in 000's) -------- -------- -------- --------
Same Store Properties ............................ $ 57,327 $ 52,801 4,526 8.6%
Acquired Properties ............................... 6,528 1,478 5,050 341.7%
Sold Properties .................................. 4,182 9,782 (5,600) -57.2%
Properties Not Placed in-service and Other ....... 5,059 1,250 3,809 304.7%
Corporate FF&E ................................... 1,220 1,355 (135) 10.0%
-------- -------- -------- --------
74,316 66,666 7,650 11.5%
Discontinued Operations .......................... (3,838) (9,202) 5,364 -58.3%
-------- -------- -------- --------
Total Depreciation and ..........................
Other Amortization $ 70,478 $ 57,464 $ 13,014 22.6%
======== ======== ======== ========
Interest income increased by approximately $1.6 million primarily due
to an increase in seller financing in 2003.
Interest expense increased by approximately $7.8 million for the year
ended December 31, 2003 as compared to the year ended December 31, 2002 due
primarily to an increase in average debt balance outstanding for the year ended
December 31, 2003 ($1,452.0 million) as compared to the year ended December 31,
2002 ($1,392.6 million) and a decrease in capitalized interest for the year
ended December 31, 2003 due to a decrease in development activities. This was
offset by a decrease in the weighted average interest rate for the year ended
December 31, 2003 (6.61%) as compared to the year ended December 31, 2002
(6.84%).
The approximate $.9 million loss on early retirement of debt for the
year ended December 31, 2002 is due to the early retirement of senior unsecured
debt. The loss on early retirement of debt 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.
Equity in income of Other Real Estate Partnerships decreased by
approximately $9.7 million due primarily to a decrease in gain on sale of real
estate, partially offset by an approximate $10.7 million lease termination fee
received from a tenant during the year ended December 31, 2003.
Equity in income of joint ventures increased by approximately $.1
million due primarily to the increase in gain on sale of real estate of one of
the Company's joint ventures and the Company recognizing its proportionate
interest in net income in one of the Company's joint ventures during the year
ended December 31, 2002, offset by a loss on the sale of real estate of one of
the Company's joint ventures.
Income from discontinued operations of approximately $82.9 million for
the year ended December 31, 2003 reflects the results of operations and gain on
sale of real estate of 113 industrial properties that were sold during the year
ended December 31, 2003. Gross proceeds from the sales of the 113 industrial
properties were approximately $304.1 million, resulting in a gain on sale of
real estate of approximately $74.4 million.
Income from discontinued operations of approximately $56.6 million for
the year ended December 31, 2002 reflects the results of operations of the 113
industrial properties that were sold during the year ended December 31, 2003 and
69 industrial properties that were sold during the year ended December 31, 2002
as well as the gain on sale of real estate from the 69 industrial properties
which were sold during the year ended 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.
37
Year Ended December 31,
2003 2002
-------- --------
Total Revenues ....................... $ 18,678 $ 46,471
Operating Expenses.................... (6,334) (14,064)
Depreciation and Amortization ........ (3,838) (9,202)
Gain on Sale of Real Estate .......... 74,428 33,439
-------- --------
Income from Discontinued Operations .. $ 82,934 $ 56,644
======== ========
The $9.4 million gain on sale of real estate for the year ended
December 31, 2003 resulted from the sale of eight industrial properties and
several land parcels that do not meet the criteria established by FAS 144 for
inclusion in discontinued operations. The $16.4 million gain on sale of real
estate for the year ended December 31, 2002 resulted from the sale of 27
industrial properties and several land parcels that do not meet the criteria
established by FAS 144 for inclusion in discontinued 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 industrial properties with approximately 49.9 million square feet of
GLA, compared to 812 in-service industrial properties with approximately 52.2
million square feet of GLA at December 31, 2001. During 2002, the Consolidated
Operating Partnership acquired 67 in-service industrial properties containing
approximately 4.2 million square feet of GLA, completed development of 17
industrial properties totaling approximately 3.2 million square feet of GLA and
sold 92 in-service industrial properties totaling approximately 8.5 million
square feet of GLA, four out of service industrial properties and several land
parcels. The Consolidated Operating Partnership also took eight industrial
properties out of service comprising approximately 1.4 million square feet of
GLA, and placed in-service two industrial properties comprising approximately .2
million square feet of GLA.
The tables below summarize the Consolidated Operating Partnership's
revenues, property expenses and depreciation and amortization by source. Same
store properties are in-service properties owned prior to January 1, 2001.
Acquired properties are in-service properties that were acquired subsequent to
December 31, 2000. During 2002 and 2001, the Consolidated Operating Partnership
acquired 137 industrial properties totaling approximately 8.0 million square
feet of GLA at a total purchase price of $386.2 million. Sold properties are
properties that were sold subsequent to December 31, 2000. During 2002 and 2001,
the Consolidated Operating Partnership sold 220 industrial properties totaling
approximately 16.2 million square feet of GLA and several land parcels for gross
sales proceeds of $703.7 million. Properties that are not placed in-service are
properties that have not been placed in-service as of December 31, 2000. These
properties will be placed in-service when they have reached stabilized
occupancy. Other revenues are derived from the operations of the Consolidated
Operating Partnership's maintenance company, fees earned from the Consolidated
Operating Partnership's joint ventures, fees earned for developing properties
for third parties and other miscellaneous revenues. Other expenses are derived
from the operations of the Consolidated Operating Partnership's maintenance
company and other miscellaneous expenses.
In 2002, the Consolidated Operating Partnership's revenues were
impacted by a soft leasing market attributable to a weak economy. For the five
years ended December 31, 2002, industrial properties in the United States
recorded occupancy rates ranging from 88.9% to 93.4%, with an occupancy rate of
88.9% at December 31, 2002, and rental rate growth ranging from (4.1%) to 9.8%,
with an annual rental rate growth rate of (4.1%) for 2002.* At December 31,
2002 and 2001, the occupancy rates of the Consolidated Operating Partnership's
in-service properties were 88.8% and 90.3%, respectively.
Revenues from same store properties decreased $4.9 million, or 2.0% due
primarily to a decrease in occupancy and rental rates on new leases. Revenues
from acquired properties increased $20.9 million, or 206.2% due to properties
acquired subsequent to December 31, 2000. Revenues from sold properties
decreased $31.2 million, or 58.8% due to properties sold subsequent to December
31, 2000.
- ----------
* Source: Torto Wheaton Research
38
2002 2001 $ Change % Change
--------- --------- --------- -------
REVENUES ($ in 000's)
Same Store Properties.............................$ 237,517 $ 242,455 $ (4,938) -2.0%
Acquired Properties............................... 30,983 10,117 20,866 206.2%
Sold Properties................................... 21,881 53,116 (31,235) -58.8%
Properties Not Placed in-service.................. 10,453 7,527 2,926 38.9%
Other ............................................ 6,543 9,317 (2,774) -29.8%
--------- --------- --------- ------
................................................. 307,377 322,532 (15,155) -4.7%
Discontinued Operations .......................... (46,471) (53,613) 7,142 -13.3%
--------- --------- --------- ------
Total Revenues ..........................$ 260,906 $ 268,919 $ (8,013) -3.0%
========= ========= ========= ======
Property expenses include real estate taxes, repairs and maintenance,
property management, utilities, insurance and other property related expenses.
Property expenses from same store properties increased by approximately $3.5
million or 5.0% due primarily to an increase in repairs and maintenance expense,
insurance expense and other expense. 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. The increase in other expense is primarily due to an
increase in bad debt expense for the year ended December 31, 2003. Property
expenses from acquired properties increased $5.8 or 222.7% due to properties
acquired subsequent to December 31, 2000. Property expenses from sold properties
decreased by $8.0 million or 51.8% due to properties sold subsequent to December
31, 2000.
2002 2001 $ Change % Change
-------- -------- -------- -------
PROPERTY EXPENSES ($ in 000's)
Same Store Properties..................................$ 74,643 $ 71,095 $ 3,548 5.0%
Acquired Properties.................................... 8,459 2,621 5,838 222.7%
Sold Properties........................................ 7,460 15,482 (8,022) -51.8%
Properties Not Placed in-service....................... 3,930 2,767 1,163 42.0%
Other ................................................. 3,856 3,926 (70) -1.8%
-------- -------- -------- -------
98,348 95,891 2,457 2.6%
Discontinued Operations ............................... (14,064) (14,516) 452 -3.1%
-------- -------- -------- -------
Total Property Expenses .....................$ 84,284 $ 81,375 $ 2,909 3.6%
======== ======== ======== =======
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.
Amortization of deferred financing costs remained relatively unchanged.
The increase in depreciation and other amortization for the same store
properties is primarily due to a net increase in leasing commissions and tenant
improvements paid in 2003 and 2002. Depreciation and other amortization from
acquired properties increased $3.8 million, or 223.7% due to properties acquired
subsequent to December 31, 2000. Depreciation and other amortization from sold
properties decreased by $5.0 million, or 59.9% due to properties sold subsequent
to December 31, 2000.
39
DEPRECIATION AND
OTHER AMORTIZATION ($ in 000's) 2002 2001 $ Change % Change
-------- -------- -------- --------
Same Store Properties ........................ $ 54,548 $ 50,091 $ 4,457 8.9%
Acquired Properties .......................... 5,451 1,684 3,767 223.7%
Sold Properties .............................. 3,334 8,310 (4,976) -59.9%
Properties Not Placed in-service and Other.... 1,978 2,403 (425) -17.7%
Corporate FF&E ............................... 1,355 1,183 172 14.5%
-------- -------- -------- --------
66,666 63,671 2,995 4.7%
Discontinued Operations ...................... (9,202) (10,836) 1,634 -15.1%
-------- -------- -------- -----
Total Depreciation and
Other Amortization ............. $ 57,464 $ 52,835 $ 4,629 8.8%
======== ======== ======== =======
Interest income remained relatively unchanged.
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 (6.84%) as compared to the
year ended December 31, 2001 (7.05%).
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.
The approximate $.9 million loss on early retirement of debt for the
year ended December 31, 2002 is due to the early retirement of senior unsecured
debt. The 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 loss on early retirement of debt for the year ended
December 31, 2001 is due to the early retirement of senior unsecured debt and
various mortgage loans. The 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.
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.
Income from discontinued operations of approximately $56.6 million for
the year ended December 31, 2002 reflects the results of operations of the 113
industrial properties that were sold during the year ended December 31, 2003 and
69 industrial properties that were sold during the year ended December 31, 2002
as well as the gain on sale of real estate from the 69 industrial properties
which were sold during the year ended 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.
40
Income from discontinued operations of approximately $28.3 million for
the year ended December 31, 2001 reflects the results of operations of the 113
industrial properties that were sold during the year ended December 31, 2003 and
69 industrial properties that were sold during the year ended December 31, 2002.
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.
Year Ended December 31,
2002 2001
-------- --------
Total Revenues $ 46,471 $ 53,613
Operating Expenses (14,064) (14,516)
Depreciation and Amortization (9,202) (10,836)
Gain on Sale of Real Estate 33,439 -
-------- --------
Income from Discontinued Operations $ 56,644 $ 28,261
======== ========
41
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2003, the Consolidated Operating Partnership's
restricted cash was approximately $60.9 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.
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
Company's 7.375% Notes due in 2011, in aggregate principal amount of $100
million (the "Trust Notes"), are redeemable on May 15, 2004 at the option of the
holder in the event that the holder of a call option with respect to the Trust
Notes fails to exercise such option on or before May 1, 2004. In the event the
Trust Notes are redeemed, the Company would satisfy such redemption through the
issuance of additional debt. With the exception of the Trust Notes, 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, 2003 and March 5, 2004, $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 Unsecured
Line of Credit. At December 31, 2003, borrowings under the Unsecured Line of
Credit bore interest at a weighted average interest rate of 2.207%. As of March
5, 2004, the Consolidated Operating Partnership, through the Operating
Partnership, had approximately $70.9 million available in additional borrowings
under the Unsecured Line of Credit. The Unsecured Line of Credit bears interest
at a floating rate of LIBOR plus .70% or the Prime Rate, at the Company's
election. The Unsecured line of Credit contains certain financial covenants
relating to debt service coverage, market value net worth, dividend payout ratio
and total funded indebtedness. The Consolidated Operating Partnership's access
to borrowings may be limited if it fails to meet any of these covenants. Also,
the Consolidated Operating Partnership's borrowing rate on its Unsecured Line of
Credit may increase in the event of a downgrade on the Consolidated Operating
Partnership's unsecured notes by the rating agencies.
The Consolidated Operating Partnership currently has credit ratings
from Standard & Poor's, Moody's and Fitch Ratings of BBB/Baa2/BBB, respectively.
The Consolidated Operating Partnership's goal is to maintain its existing credit
ratings. In the event of a downgrade, management believes the Consolidated
Operating Partnership would continue to have access to sufficient liquidity;
however, the Consolidated Operating Partnership's cost of borrowing would
increase and its ability to access certain financial markets may be limited.
YEAR ENDED DECEMBER 31, 2003
Net cash provided by operating activities of approximately $87.7
million for the year ended December 31, 2003 was comprised primarily of net
income of approximately $131.1 million, offset by adjustments for non-cash items
of approximately $5.4 million and by the net change in operating assets and
liabilities of approximately $38.0 million. The adjustments for the non-cash
items of approximately $5.4 million are primarily comprised of the gain on sale
of real estate of approximately $83.8 million, a decrease of the bad debt
provision of approximately $.2 million, and the effect of the straight-lining of
rental income of approximately $2.6 million, offset by depreciation and
amortization of approximately $81.2 million.
Net cash provided by investing activities of approximately $21.7
million for the year ended December 31, 2003 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, offset by the net proceeds from
the sale of real estate, distributions from the Operating Partnership's joint
ventures, the repayment of mortgage loans receivable and a decrease in
restricted cash from sales proceeds deposited with an intermediary for Section
1031 exchange purposes.
During the year ended December 31, 2003, the Consolidated Operating
Partnership sold 121 industrial properties comprising approximately 6.3 million
square feet of GLA and several land parcels. Eight of the 121 sold industrial
properties comprising approximately .7 million square feet of GLA were sold to
the December 2001 Joint Venture. Gross proceeds from the sales of the 121
industrial properties and several land parcels were approximately $357.4
million.
During the year ended December 31, 2003, the Consolidated Operating
Partnership acquired 62 industrial properties comprising, in the aggregate,
approximately 6.3 million square feet of GLA and several land parcels for an
aggregate purchase price of approximately $219.1 million, excluding costs
incurred in conjunction with the acquisition of the properties. The Consolidated
Operating Partnership also completed the development of 11 industrial properties
comprising approximately 1.3 million square feet of GLA at a cost of
approximately $64.9 million.
The Operating Partnership, through wholly-owned limited liability
companies in which it is the sole member, invested approximately $5.6 million in
one of the industrial joint ventures and received distributions of approximately
$3.4 million from three of the Consolidated Operating Partnership's industrial
real estate joint ventures. As of December 31, 2003, the Consolidated Operating
Partnership's industrial real estate joint ventures owned in 80 industrial
properties comprising approximately 8.0 million square feet of GLA.
Net cash used in financing activities of approximately $109.4 million
for the year ended December 31, 2003 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, Unit contributions and a book overdraft.
42
On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
$14,157 (the "Acquisition Mortgage Loan X"). The Acquisition Mortgage Loan X is
collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2,927 which will be amortized over the remaining life
of the Acquisition Mortgage Loan X as an adjustment to interest expense.
On September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4,269 (the
"Acquisition Mortgage Loan XI"). The Acquisition Mortgage Loan XI is
collateralized by one property in Downers Grove, Illinois, bears interest at a
fixed rate of 7.61% and provides for monthly principal and interest payments
based on a 30 - year amortization schedule. The Acquisition Mortgage Loan XI
matures on May 1, 2012. In conjunction with the assumption of the Acquisition
Mortgage Loan XI, the Consolidated Operating Partnership recorded a premium in
the amount of $621 which will be amortized over the remaining life of the
Acquisition Mortgage Loan XI as an adjustment to interest expense.
On September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $2,325 (the
"Acquisition Mortgage Loan XII"). The Acquisition Mortgage Loan XII is
collateralized by one property in Indianapolis, Indiana, bears interest at a
fixed rate of 7.54% and provides for monthly principal and interest payments
based on a 30 - year amortization schedule. The Acquisition Mortgage Loan XII
matures on January 1, 2012. In conjunction with the assumption of the
Acquisition Mortgage Loan XII, the Consolidated Operating Partnership recorded a
premium in the amount of $317 which will be amortized over the remaining life of
the Acquisition Mortgage Loan XII as an adjustment to interest expense.
43
On March 31, 2003, June 30, 2003, September 30, 2003 and December 31,
2003, the Company paid first, second, third and fourth quarter 2003
distributions of $53.906 per unit on its 8 5/8%, $.01 par value, Series C
Cumulative Preferred Units (the "Series C Preferred Units"), $49.688 per share
on its 7.95%, $.01 par value, Series D Cumulative Preferred Units (the "Series D
Preferred Units") and $49.375 per share on its 7.90%, $.01 par value, Series E
Cumulative Preferred Units (the "Series E Preferred Units"). The preferred unit
distributions paid on March 31, 2003, June 30, 2003, September 30, 2003 and
December 31, 2003 totaled approximately $5.0 million per quarter.
On January 27, 2003, the Operating Partnership paid a fourth quarter
2002 distribution of $.6850 per Unit, totaling approximately $31.1 million. On
April 21, 2003, the Operating Partnership paid a first quarter 2002 distribution
of $.6850 per Unit, totaling approximately $31.5 million. On July 21, 2003, the
Operating Partnership paid a second quarter 2003 distribution of $.6850 per
Unit, totaling approximately $31.6 million. On October 20, 2003, the Operating
Partnership paid a third quarter 2003 distribution of $.6850 per Unit, totaling
approximately $31.7 million.
During the year ended December 31, 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.
During the year ended December 31, 2003, the Company awarded 692,888
shares of restricted common stock to certain employees and 11,956 shares of
restricted common stock to certain Directors. The Consolidated Operating
Partnership, through the Operating Partnership, issued Units to the Company in
the same amount. These shares of restricted common stock had a fair value of
approximately $20.6 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.
For the year ended December 31, 2003, certain employees of the Company
exercised 531,473 non-qualified employee stock options. Gross proceeds to the
Company were approximately $14.8 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued 531,473 Units to the
Company.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table lists our contractual obligations and commitments as of
December 31, 2003 (In Thousands):
Payments Due by Period
Less than Over
Total 1 Year 1-3 Years 3-5 Years 5 Years
---------- ---------- ---------- ---------- ----------
Operating and Ground Leases* .......... $ 51,252 $ 1,924 $ 3,367 $ 2,020 $ 43,941
Deferred Purchase Price - Property .... 10,425 10,425 - - -
Real Estate Development* .............. 33,854 33,854 - - -
Long-term Debt ........................ 1,450,612 1,198 400,469 153,013 895,932
Interest Expense on Long Term Debt* ... 999,006 96,484 182,481 136,694 583,347
---------- ---------- ---------- ---------- ----------
Total ................................. $2,545,149 $ 143,885 $ 586,317 $ 291,727 $1,523,220
========== ========== ========== ========== ==========
* Not on Balance Sheet.
OFF-BALANCE SHEET ARRANGEMENTS
Letters of credit are issued in most cases as pledges to governmental
entities for development purposes or to support purchase obligations. At
December 31, 2003 the Consolidated Operating Partnership has $ 17.8 million in
outstanding letters of credit, of which $7.4 million are not reflected as
liabilities on the Consolidated Operating Partnership's balance sheet. The
Consolidated Operating Partnership has no other off-balance sheet arrangements
other than those disclosed on the previous Contractual Obligations and
Commitments table.
44
ENVIRONMENTAL
The Consolidated Operating Partnership incurred environmental costs of
approximately $.1 and $.1 million in 2003 and 2002, respectively. The
Consolidated Operating Partnership estimates 2004 costs of approximately $.1
million. The Consolidated Operating Partnership estimates that the aggregate
cost which needs to be expended in 2004 and beyond with regard to currently
identified environmental issues will not exceed approximately $1.3 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
replace existing leases with new leases at higher base rentals if rents of
existing leases are below the then-existing market rate.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.48, 1.74 and 2.10 for the
years ended December 31, 2003, 2002 and 2001, respectively. The decrease in
earnings to fixed charges between fiscal years 2003 and 2002 is primarily due to
a decrease in income from continuing operations in fiscal year 2003 due to a
decrease in rental income and tenant recoveries and other income and an increase
in depreciation and amortization expense for fiscal year 2003 as compared to
fiscal year 2002 as discussed in "Results of Operations" above. 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, an increase in
depreciation and amortization expense, slightly offset by a valuation provision
on real estate recognized in fiscal year 2001 as discussed in "Results of
Operations" above.
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, 2003, $1,255.4 million (approximately 86.5% of total
debt at December 31, 2003) of the Consolidated Operating Partnership's debt was
fixed rate debt and $195.9 million (approximately 13.5% of total debt at
December 31, 2003) 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
45
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,
2003, a 10% increase or decrease in the interest rate on the Consolidated
Operating Partnership's variable rate debt would decrease or increase,
respectively, future net income and cash flows by approximately $.4 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 2003 by approximately $47.5 million, to $1,331.7
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at December 31, 2003 by approximately $51.4 million, to $1,430.6
million. A 10% increase in interest rates would decrease the fair value of the
Written Option at December 31, 2003 by approximately $2.8 million, to $13.5
million. A 10% decrease in interest rates would increase the fair value of the
Written Option at December 31, 2003 by approximately $2.9 million, to $19.2
million.
SUBSEQUENT EVENTS
On January 20, 2004, the Operating Partnership paid a fourth quarter
2003 distribution of $.6850 per Unit, totaling approximately $31.9 million.
On February 25, 2004, the Operating Partnership declared a first
quarter 2004 distribution of $.6850 per Unit which is payable on April 19, 2004.
The Operating Partnership also declared first quarter 2004 distributions of
$53.906 per Unit, $49.688 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, 2004.
From January 1, 2004 to March 5, 2004, the Company awarded 1,221
shares of restricted common stock to certain Directors. These shares of
restricted common stock had a fair value of approximately $0.4 million on the
date of grant. The Consolidated Operating Partnership, through the Operating
Partnership, issued Units to the Company in the same amount. The restricted
common stock vests over ten years. Compensation expense will be charged to
earnings in the Operating Partnership's consolidated statements of operations
over the respective vesting period.
From January 1, 2004 to March 5, 2004, the Consolidated Operating
Partnership acquired or completed development of nine industrial properties for
a total estimated investment of approximately $48.1 million.
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, 2003, this relative received approximately $.1 million in brokerage
commissions paid by the Consolidated Operating Partnership.
OTHER
In January 2003, the FASB issued FIN 46, which provides guidance on how
to identify a variable interest entity (VIE) and determines when the assets,
liabilities, non-controlling interests, and results of operations of a VIE are
to be included in an entity's consolidated financial statements. A VIE exists
when either the total equity investment at risk is not sufficient to permit the
entity to finance its activities by itself, or the equity investors lack one of
three characteristics associated with owning a controlling financial interest.
In December 2003, the FASB reissued FIN 46 with certain modifications and
clarifications. Application of this guidance was effective for interests in
certain VIEs commonly referred to as special-purpose entities ("SPEs") as of
December 31, 2003. Application for all other types of entities is required for
periods ending after March 15, 2004, unless previously applied. The Consolidated
Operating Partnership does not believe that the application of FIN 46 will have
an impact on its financial position, results of operations, or liquidity.
On January 1, 2003, the Consolidated Operating Partnership adopted the
FASB's Statement of Financial Accounting Standard 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 FAS 4, FAS 44 and FAS 64 and amends
FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4 required
the classification of gains and losses resulting
46
from extinguishment of debt to be classified as extraordinary items. Pursuant to
the adoption of FAS 145, the Consolidated Operating Partnership reclassified
amounts shown as extraordinary for the years ended December 31, 2002 and 2001 to
continuing operations.
In July 2003, the Securities and Exchange Commission (the "SEC") issued
a clarification on Emerging Issues Task Force ("EITF") Abstract, Topic No. D 42,
"The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock" ("EITF 42"). This clarification of EITF
42, states for the purpose of calculating the excess of (1) fair value of the
consideration transferred to the holders of the preferred stock over (2) the
carrying amount of the preferred stock in the balance sheet, the carrying amount
of the preferred stock should be reduced by the issuance costs of the preferred
stock. This clarification was effective in the first fiscal period ending after
June 15, 2003 and requires prior periods presented to be restated. Pursuant to
EITF 42, the Consolidated Operating Partnership restated net income available to
unitholders and net income available to unitholders per unit amounts for the
year ended December 31, 2002 by reducing net income available to unitholders for
the initial issuance costs related to the redemption of the Consolidated
Operating Partnership's 8.75%, $.01 par value, Series B Cumulative Preferred
Units on May 14, 2002. The impact of the adoption of EITF 42 for the year ended
December 31, 2002 was a reduction of basic and diluted Earnings Per Unit of
$.08.
RISK FACTORS
The Consolidated Operating Partnership's operations involve various
risks that could adversely affect its financial condition, results of
operations, cash flow, ability to pay distributions on its Units and the market
value of its Units. These risks, among others contained in the Consolidated
Operating Partnership's other filings with the Securities and Exchange
Commission, include:
Real estate investments' value fluctuates depending on conditions in the general
economy and the real estate business. These conditions may limit the
Consolidated Operating Partnership's revenues and available cash.
The factors that affect the value of the Consolidated Operating
Partnership's real estate and the revenues the Consolidated Operating
Partnership derives from its properties include, among other things:
- general economic climate;
- local conditions such as oversupply or a reduction in demand
in the area;
- the attractiveness of the properties to tenants;
- tenant defaults;
- zoning or other regulatory restrictions;
- competition from other available real estate;
- our ability to provide adequate maintenance and insurance; and
- increased operating costs, including insurance premiums and
real estate taxes.
Many real estate costs are fixed, even if income from properties decreases.
The Consolidated Operating Partnership's financial results depend on
leasing space in the Consolidated Operating Partnership's real estate properties
to tenants on terms favorable to the Consolidated Operating Partnership. The
Consolidated Operating Partnership's income and funds available for distribution
to its unitholders will decrease if a significant number of the Consolidated
Operating Partnership's tenants cannot pay their rent or the Consolidated
Operating Partnership is unable to rent properties on favorable terms. In
addition, if a tenant does not pay its rent, the Consolidated Operating
Partnership might not be able to enforce its rights as landlord without delays
and the Consolidated Operating Partnership might incur substantial legal costs.
Costs associated with real estate investment, such as real estate taxes and
maintenance costs, generally are not reduced when circumstances cause a
reduction in income from the investment. For the year ended December 31, 2003,
approximately 75.1% of the Consolidated Operating Partnership's gross revenues
from continuing operations came from rentals of real property.
The Consolidated Operating Partnership may be unable to sell properties when
appropriate because real estate investments are not as liquid as certain other
types of assets.
Real estate investments generally cannot be sold quickly and,
therefore, will tend to limit the Consolidated Operating Partnership's ability
to vary its property portfolio promptly in response to changes in economic or
other conditions. The inability to respond promptly to changes in the
performance of the Consolidated Operating Partnership's property portfolio could
adversely affect the Consolidated Operating Partnership's financial condition
and ability to service debt and make distributions to its unitholders. In
addition, like other companies qualifying as REITs
47
under the Internal Revenue Code, the Company must comply with the safe harbor
rules relating to the number of properties disposed of in a year, their tax
bases and the cost of improvements made to the properties, or meet other tests
which enable a REIT to avoid punitive taxation on the sale of assets. Thus, the
Consolidated Operating Partnership's ability at any time to sell assets may be
restricted.
The Consolidated Operating Partnership may be unable to sell properties on
advantageous terms.
The Consolidated Operating Partnership has sold to third parties a
significant number of properties in recent years and, as part of its business,
the Consolidated Operating Partnership intends to continue to sell properties to
third parties. The Consolidated Operating Partnership's ability to sell
properties on advantageous terms depends on factors beyond the Consolidated
Operating Partnership's control, including competition from other sellers and
the availability of attractive financing for potential buyers of the
Consolidated Operating Partnership's properties. If the Consolidated Operating
Partnership is unable to sell properties on favorable terms or redeploy the
proceeds of property sales in accordance with the Consolidated Operating
Partnership's business strategy, then the Consolidated Operating Partnership's
financial condition, results of operations, cash flow and ability to pay
distributions on, and the market value of, the Consolidated Operating
Partnership's Units could be adversely affected.
The Consolidated Operating Partnership has also sold to its joint
ventures a significant number of properties in recent years and, as part of its
business, the Consolidated Operating Partnership intends to continue to sell
properties to its joint ventures as opportunities arise. If the Consolidated
Operating Partnership does not have sufficient properties available that meet
the investment criteria of current or future joint ventures, or if the joint
ventures have reduced or no access to capital on favorable terms, then such
sales could be delayed or prevented, adversely affecting the Consolidated
Operating Partnership's financial condition, results of operations, cash flow
and ability to pay distributions on, and the market value of, the Consolidated
Operating Partnership's Units.
For the year ended December 31, 2003, gains on sales or contributions
of properties accounted for approximately 63.9% of the Consolidated Operating
Partnership's net income.
The Consolidated Operating Partnership may be unable to acquire properties on
advantageous terms or acquisitions may not perform as the Consolidated Operating
Partnership expects.
The Consolidated Operating Partnership acquires and intends to continue
to acquire primarily industrial properties. The acquisition of properties
entails various risks, including the risks that the Consolidated Operating
Partnership's investments may not perform as expected and that the Consolidated
Operating Partnership's cost estimates for bringing an acquired property up to
market standards may prove inaccurate. Further, the Consolidated Operating
Partnership faces significant competition for attractive investment
opportunities from other well-capitalized real estate investors, including both
publicly-traded real estate investment trusts and private investors. This
competition increases as investments in real estate become increasingly
attractive relative to other forms of investment. As a result of competition,
the Consolidated Operating Partnership may be unable to acquire additional
properties as it desires or the purchase price may be significantly elevated. In
addition, the Company expects to finance future acquisitions through a
combination of borrowings under the Consolidated Operating Partnership's
Unsecured Line of Credit, proceeds from equity or debt offerings by the
Consolidated Operating Partnership and proceeds from property sales, which may
not be available and which could adversely affect the Consolidated Operating
Partnership's cash flow. Any of the above risks could adversely affect the
Consolidated Operating Partnership's financial condition, results of operations,
cash flow and ability to pay distributions on, and the market value of, the
Consolidated Operating Partnership's Units.
The Consolidated Operating Partnership may be unable to complete development and
re-development projects on advantageous terms.
As part of its business, the Consolidated Operating Partnership
develops new and re-develops existing properties. In addition, the Consolidated
Operating Partnership has sold to third parties or sold to the Company's joint
ventures a significant number of development and re-development properties in
recent years and the Consolidated Operating Partnership intends to continue to
sell such properties to third parties or to sell such properties to the
Consolidated Operating Partnership's joint ventures as opportunities arise. The
real estate development and re-development business involves significant risks
that could adversely affect the Consolidated Operating Partnership's financial
condition, results of operations, cash flow and ability to pay dividends on, and
the market price of, the Company's common stock which include:
48
- the Consolidated Operating Partnership may not be able to obtain
financing for development projects on favorable terms and complete
construction on schedule or within budget, resulting in increased debt
service expense and construction costs and delays in leasing the
properties and generating cash flow;
- the Consolidated Operating Partnership may not be able to obtain, or
may experience delays in obtaining, all necessary zoning, land-use,
building, occupancy and other governmental permits and authorizations;
- the properties may perform below anticipated levels, producing cash
flow below budgeted amounts and limiting the Consolidated Operating
Partnership's ability to sell such properties to third parties or to
sell such properties to the Consolidated Operating
Partnership's joint ventures;
The Consolidated Operating Partnership may be unable to renew leases or find
other lessees.
The Consolidated Operating Partnership is subject to the risks that,
upon expiration, leases may not be renewed, the space subject to such leases may
not be relet or the terms of renewal or reletting, including the cost of
required renovations, may be less favorable than expiring lease terms. If the
Consolidated Operating Partnership were unable to promptly renew a significant
number of expiring leases or to promptly relet the space covered by such leases,
or if the rental rates upon renewal or reletting were significantly lower than
the then current rates, the Consolidated Operating Partnership's cash funds from
operations and ability to make expected distributions to stockholders might be
adversely affected. As of December 31, 2003, leases with respect to
approximately 11.7 million, 9.2 million and 7.0 million square feet of GLA,
representing 26.7%, 21.0% and 16.0%, of GLA expire in the remainder of 2004,
2005 and 2006, respectively.
The Company might fail to qualify or remain qualified as a REIT.
First Industrial Realty Trust, Inc. intends to operate so as to qualify
as a REIT under the Code. Although the Consolidated Operating Partnership
believes that First Industrial Realty Trust, Inc. is organized and will operate
in a manner so as to qualify as a REIT, qualification as a REIT involves the
satisfaction of numerous requirements, some of which must be met on a recurring
basis. These requirements are established under highly technical and complex
Code provisions of which there are only limited judicial or administrative
interpretations, and involve the determination of various factual matters and
circumstances not entirely within the Company's control. If First Industrial
Realty Trust, Inc. were to fail to qualify as a REIT in any taxable year, First
Industrial Realty Trust, Inc. would be subject to federal income tax, including
any applicable alternative minimum tax, on First Industrial Realty Trust, Inc.'s
taxable income at corporate rates. This could result in a discontinuation or
substantial reduction in distributions to unitholders. Unless entitled to relief
under certain statutory provisions, First Industrial Realty Trust, Inc. also
would be disqualified from treatment as a REIT for the four taxable years that
follow.
Certain property transfers may generate prohibited transaction income, resulting
in a penalty tax on the gain attributable to the transaction.
As part of its business, the Consolidated Operating Partnership sells
properties to third parties or sells properties to the Consolidated Operating
Partnership's joint ventures as opportunities arise. Under the Code, a 100%
penalty tax could be assessed on the gain resulting from sales of properties
that are deemed to be prohibited transactions. The question of what constitutes
a prohibited transaction is based on the facts and circumstances surrounding
each transaction. The Internal Revenue Service could contend that certain sales
of properties by the Company are prohibited transactions. While the Consolidated
Operating Partnership's management does not believe that the Internal Revenue
Service would prevail in such a dispute, if the matter was successfully argued
by the Internal Revenue Service, the 100% penalty tax could be assessed against
the profits from these transactions. In addition, any income from a prohibited
transaction may adversely affect the Company's ability to satisfy the income
tests for qualification as a REIT.
The REIT distribution requirements may require the Company to turn to external
financing sources.
First Industrial Realty Trust, Inc. could, in certain instances, have
taxable income without sufficient cash to enable First Industrial Realty Trust,
Inc. to meet the distribution requirements of the REIT provisions of the Code.
In that situation, the Company could be required to borrow funds or sell
properties on adverse terms in order to meet those distribution requirements. In
addition, because First Industrial Realty Trust, Inc. must distribute to its
49
stockholders at least 90% of the Company's REIT taxable income each year, the
Company's ability to accumulate capital may be limited. Thus, in connection with
future acquisitions, First Industrial Realty Trust, Inc. may be more dependent
on outside sources of financing, such as debt financing or issuances of
additional capital stock, which may or may not be available on favorable terms.
Additional debt financings may substantially increase the Consolidated Operating
Partnership's leverage and additional equity offerings may result in substantial
dilution of unitholders' interests.
Debt financing, the degree of leverage and rising interest rates could reduce
the Consolidated Operating Partnership's cash flow.
Where possible, the Consolidated Operating Partnership intends to
continue to use leverage to increase the rate of return on the Consolidated
Operating Partnership's investments and to allow the Consolidated Operating
Partnership to make more investments than it otherwise could. The Consolidated
Operating Partnership's use of leverage presents an additional element of risk
in the event that the cash flow from the Consolidated Operating Partnership's
properties is insufficient to meet both debt payment obligations and the
Company's distribution requirements of the REIT provisions of the Code. In
addition, rising interest rates would reduce the Consolidated Operating
Partnership's cash flow by increasing the amount of interest due on its floating
rate debt and on its fixed rate debt as it matures and is refinanced.
Cross-collateralization of mortgage loans could result in foreclosure on
substantially all of the Consolidated Operating Partnership's properties if the
Consolidated Operating Partnership is unable to service its indebtedness.
If the Operating Partnership determines to obtain additional debt
financing in the future, it may do so through mortgages on some or all of its
properties. These mortgages may be on recourse, non-recourse or
cross-collateralized bases. Cross-collateralization makes all of the subject
properties available to the lender in order to satisfy the Consolidated
Operating Partnership's debt. Holders of indebtedness that is so secured will
have a claim against these properties. To the extent indebtedness is cross
collateralized, lenders may seek to foreclose upon properties that are not the
primary collateral for their loan, which may, in turn, result in acceleration of
other indebtedness secured by properties. Foreclosure of properties would result
in a loss of income and asset value to the Consolidated Operating Partnership,
making it difficult for it to meet both debt payment obligations and the
Company's distribution requirements of the REIT provisions of the Code. As of
December 31, 2003, none of the Consolidated Operating Partnership's current
indebtedness was cross-collateralized.
The Consolidated Operating Partnership may have to make lump-sum payments on its
existing indebtedness.
The Consolidated Operating Partnership is required to make the
following lump-sum or "balloon" payments under the terms of some of its
indebtedness, including:
- $50 million aggregate principal amount of 7.75% Notes due 2032
(the "2032 Notes")
- $200 million aggregate principal amount of 7.60% Notes due
2028 (the "2028 Notes")
- approximately $15 million aggregate principal amount of 7.15%
Notes due 2027 (the "2027 Notes")
- $100 million aggregate principal amount of 7.50% Notes due
2017 (the "2017 Notes")
- $200 million aggregate principal amount of 6.875% Notes due
2012 (the "2012 Notes")
- $100 million aggregate principal amount of 7.375% Notes due
2011 (the "Trust Notes")
The trust to which the Trust Notes were issued must
exercise its right to require the Consolidated Operating
Partnership, to redeem the Trust Notes on May 15, 2004 if the
holder of a call option with respect to the Trust Notes fails
to give written notice on or before May 1, 2004 that it
intends to exercise such option.
- $200 million aggregate principal amount of our 7.375% Notes
due 2011(the "2011 Notes")
- $150 million aggregate principal amount of 7.60% Notes due
2007 (the "2007 Notes")
- $150 million aggregate principal amount of 7.00% Notes due
2006 (the "2006 Notes")
- $50 million aggregate principal amount of 6.90% Notes due 2005
(the "2005 Notes") and
- a $300 million unsecured revolving credit facility (the
"Unsecured Line of Credit") under which Consolidated Operating
Partnership may borrow to finance the acquisition of
additional properties and for other corporate purposes,
including working capital.
50
The Unsecured Line of Credit provides for the repayment of principal in
a lump-sum or "balloon" payment at maturity in 2005. Under the Unsecured Line of
Credit, the Operating Partnership has the right, subject to certain conditions,
to increase the aggregate commitment under the Unsecured Line of Credit by up to
$100 million. As of December 31, 2003, $195.9 million was outstanding under the
Unsecured Line of Credit at a weighted average interest rate of 2.207%.
The Consolidated Operating Partnership's ability to make required
payments of principal on outstanding indebtedness, whether at maturity or
otherwise, may depend on its ability either to refinance the applicable
indebtedness or to sell properties. The Consolidated Operating Partnership has
no commitments to refinance the 2005 Notes, the 2006 Notes, the 2007 Notes, the
2011 Notes, the 2012 Notes, the Trust Notes, the 2017 Notes, the 2027 Notes, the
2028 Notes, the 2032 Notes or the Unsecured Line of Credit. Some of the existing
debt obligations, other than those discussed above, Consolidated Operating
Partnership, are secured by the Consolidated Operating Partnership's properties,
and therefore such obligations will permit the lender to foreclose on those
properties in the event of a default.
There is no limitation on debt in the Consolidated Operating Partnership's
organizational documents.
The organizational documents of First Industrial Realty Trust, Inc., do
not contain any limitation on the amount or percentage of indebtedness the
Company may incur. Accordingly, the Consolidated Operating Partnership could
become more highly leveraged, resulting in an increase in debt service that
could adversely affect the Consolidated Operating Partnership's ability to make
expected distributions to Unitholders and in an increased risk of default on the
Consolidated Operating Partnership's obligations. As of December 31, 2003, the
Company's ratio of debt to its total market capitalization was 44.4%.
The Company computes that percentage by calculating its total
consolidated debt as a percentage of the aggregate market value of all
outstanding shares of the Company's common stock, assuming the exchange of all
limited partnership units of the Operating Partnership for common stock, plus
the aggregate stated value of all outstanding shares of preferred stock and
total consolidated debt.
Rising interest rates on the Consolidated Operating Partnership's Unsecured Line
of Credit could decrease the Consolidated Operating Partnership's available
cash.
The Consolidated Operating Partnership's Unsecured Line of Credit bears
interest at a floating rate. As of December 31, 2003, the Company's Unsecured
Line of Credit had an outstanding balance of $195.9 million at a weighted
average interest rate of 2.207%. Currently, the Consolidated Operating
Partnership's Unsecured Line of Credit bears interest at the Prime Rate or at
the London Interbank Offered Rate plus .70%. Based on an outstanding balance on
our Unsecured Line of Credit as of December 31, 2003, a 10% increase in interest
rates would increase interest expense by $.4 million on an annual basis.
Increases in the interest rate payable on balances outstanding under the
Unsecured Line of Credit would decrease the Consolidated Operating Partnership's
cash available for distribution to unitholders.
Earnings and cash dividends, asset value and market interest rates affect the
price of the Company's common stock.
As a real estate investment trust, the market value of the Company's
common stock, in general, is based primarily upon the market's perception of the
Company's growth potential and its current and potential future earnings and
cash dividends. The market value of the Company's common stock is based
secondarily upon the market value of the Company's underlying real estate
assets. For this reason, shares of the Company's common stock may trade at
prices that are higher or lower than our net asset value per share. To the
extent that the Company retains operating cash flow for investment purposes,
working capital reserves, or other purposes, these retained funds, while
increasing the value of the Company's underlying assets, may not correspondingly
increase the market price of the Company's common stock. The Company's failure
to meet the market's expectations with regard to future earnings and cash
dividends likely would adversely affect the market price of the Company's common
stock. Further, the distribution yield on the common stock (as a percentage of
the price of the common stock) relative to market interest rates may also
influence the price of the Company's common stock. An increase in market
interest rates might lead prospective purchasers of the Company's common stock
to expect a higher distribution yield, which would adversely affect the market
price of the Company's common stock. Additionally, if the market price of the
Company's common stock declines significantly, then the Company might breach
certain covenants with respect to its debt obligations, which could adversely
affect the Company's liquidity and ability to make future acquisitions and the
Company's ability to pay dividends to its stockholders.
51
The Consolidated Operating Partnership may incur unanticipated costs and
liabilities due to environmental problems.
Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real estate may be liable for the costs of
clean-up of certain conditions relating to the presence of hazardous or toxic
materials on, in or emanating from the property, and any related damages to
natural resources. Environmental laws often impose liability without regard to
whether the owner or operator knew of, or was responsible for, the presence of
hazardous or toxic materials. The presence of such materials, or the failure to
address those conditions properly, may adversely affect the ability to rent or
sell the property or to borrow using the property as collateral. Persons who
dispose of or arrange for the disposal or treatment of hazardous or toxic
materials may also be liable for the costs of clean-up of such materials, or for
related natural resource damages, at or from an off-site disposal or treatment
facility, whether or not the facility is owned or operated by those persons. No
assurance can be given that existing environmental assessments with respect to
any of the Consolidated Operating Partnership's properties reveal all
environmental liabilities, that any prior owner or operator of any of the
properties did not create any material environmental condition not known to the
Consolidated Operating Partnership or that a material environmental condition
does not otherwise exist as to any of the Consolidated Operating Partnership's
properties.
The Consolidated Operating Partnership's insurance coverage does not include all
potential losses.
The Consolidated Operating Partnership currently carries comprehensive
insurance coverage including property, boiler & machinery, liability, fire,
flood, terrorism, earthquake, extended coverage and rental loss as appropriate
for the markets where each of the Consolidated Operating Partnership's
properties and their business operations are located. The insurance coverage
contains policy specifications and insured limits customarily carried for
similar properties and business activities. The Consolidated Operating
Partnership believes its properties are adequately insured. However, there are
certain losses, including losses from earthquakes, hurricanes, floods,
pollution, acts of war, acts of terrorism or riots, that are not generally
insured against or that are not generally fully insured against because it is
not deemed to be economically feasible or prudent to do so. If an uninsured loss
or a loss in excess of insured limits occurs with respect to one or more of the
Consolidated Operating Partnership's properties, the Consolidated Operating
Partnership could experience a significant loss of capital invested and
potential revenues in these properties, and could potentially remain obligated
under any recourse debt associated with the property.
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.
ITEM 9A. 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.
52
PART III
ITEM 10, 11, 12, 13, 14. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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, Item 13 and Item 14
is incorporated herein by reference to the Company's definitive proxy
statement expected to be filed with the Securities and Exchange
Commission no later than 120 days after the Company's fiscal year
(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,
(except as such statements specifically relate to the independence of
such committee's financial expert) and regarding the Audit Committee
Charter, are specifically not incorporated herein by reference.
53
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)
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)
4.18 First Amendment, dated as of June 26, 2003, to 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 June 30,
2003, File No. 1-13102)
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, 2003, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
56
Exhibit No. Description
31.1* Certification of Principal Executive Officer of First
Industrial Realty Trust, Inc., registrant's sole general
partner, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
31.2* Certification of Principal Financial Officer of First
Industrial Realty Trust, Inc., registrant's sole general
partner, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
32** Certification of the Principal Executive Officer and the
Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.
* Filed herewith.
** Furnished herewith
(a) Reports on Form 8-K None.
57
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 5, 2004 By: /s/ Michael W. Brennan
-----------------------------------------
Michael W. Brennan
President, Chief Executive Officer and
Director
(Principal Executive Officer)
Date: March 5, 2004 By: /s/ Michael J. Havala
-----------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial Officer)
Date: March 5, 2004 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 5, 2004
- ------------------------
Jay H. Shidler
/s/ Michael W. Brennan President, Chief Executive Officer March 5, 2004
- ------------------------ and Director
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 5, 2004
- ------------------------ and Director
Michael G. Damone
/s/ Kevin W. Lynch Director March 5, 2004
- ------------------------
Kevin W. Lynch
/s/ John E. Rau Director March 5, 2004
- ------------------------
John E. Rau
/s/ Robert J. Slater Director March 5, 2004
- ------------------------
Robert J. Slater
/s/ W. Edwin Tyler Director March 5, 2004
- -------------------------
W. Edwin Tyler
/s/ J. Steven Wilson Director March 5, 2004
- -------------------------
J. Steven Wilson
58
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)
59
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)
60
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)
4.18 First Amendment, dated as of June 26, 2003, to 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 June 30,
2003, File No. 1-13102)
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, 2003, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
61
Exhibit No. Description
31.1* Certification of Principal Executive Officer of First
Industrial Realty Trust, Inc., registrant's sole general
partner, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
31.2* Certification of Principal Financial Officer of First
Industrial Realty Trust, Inc., registrant's sole general
partner, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
32** Certification of the Principal Executive Officer and the
Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.
99.1* Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
* Filed herewith.
** Furnished herewith
62
FIRST INDUSTRIAL, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Auditors .......................................................................... F-2
Consolidated Balance Sheets of First Industrial, L.P.
as of December 31, 2003 and 2002 ........................................................................ F-3
Consolidated Statements of Operations and Comprehensive Income of
First Industrial L. P. for the Years Ended December 31, 2003, 2002 and 2001 ............................. F-4
Consolidated Statements of Changes in Partners' Capital of First Industrial L.P. for the
Years Ended December 31, 2003, 2002 and 2001 ............................................................ F-5
Consolidated Statements of Cash Flows of First Industrial L.P. for the Years Ended
December 31, 2003, 2002 and 2001 ........................................................................ F-6
Notes to the Consolidated Financial Statements... ....................................................... F-7
FINANCIAL STATEMENT SCHEDULE
Report of Independent Auditors .......................................................................... S-1
Schedule III: Real Estate and Accumulated Depreciation .................................................. S-2
F-1
REPORT OF INDEPENDENT AUDITORS
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. and its subsidiaries (the
"Operating Partnership") at December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003 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
March 9, 2004
F-2
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
December 31, December 31,
2003 2002
------------ ------------
ASSETS
Assets:
Investment in Real Estate:
Land .......................................................... $ 392,916 $ 363,543
Buildings and Improvements .................................... 1,845,139 1,829,922
Furniture, Fixtures and Equipment ............................. 801 1,174
Construction in Progress ...................................... 115,935 122,331
Less: Accumulated Depreciation ................................ (295,688) (261,375)
----------- -----------
Net Investment in Real Estate .............................. 2,059,103 2,055,595
----------- -----------
Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $2,135 at December 31, 2002 ................... - 7,040
Investments in and Advances to Other Real Estate Partnerships ... 374,906 377,776
Restricted Cash ................................................. 60,875 28,350
Tenant Accounts Receivable, Net ................................. 7,769 9,523
Investments in Joint Ventures ................................... 14,606 12,545
Deferred Rent Receivable ........................................ 12,903 12,765
Deferred Financing Costs, Net ................................... 9,809 11,449
Prepaid Expenses and Other Assets, Net .......................... 93,291 70,762
----------- -----------
Total Assets ............................................... $ 2,633,262 $ 2,585,805
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ..................................... $ 43,217 $ 19,909
Senior Unsecured Debt, Net ...................................... 1,212,152 1,211,860
Unsecured Line of Credit ........................................ 195,900 170,300
Accounts Payable and Accrued Expenses ........................... 62,382 66,874
Rents Received in Advance and Security Deposits ................. 24,655 25,538
Dividends Payable ............................................... 31,889 31,106
----------- -----------
Total Liabilities .......................................... 1,570,195 1,525,587
----------- -----------
Commitments and Contingencies ...................................... - -
Partners' Capital:
General Partner Preferred Units (100,000 units issued and
outstanding at December 31, 2003 and 2002, respectively ....... 240,697 240,697
General Partner Units (39,850,370 and 38,598,321 units issued and
outstanding at December 31, 2003 and 2002, respectively ....... 687,721 665,647
Unamortized Value of General Partnership Restricted Units ....... (19,035) (4,307)
Limited Partners' Units 6,704,012 and 6,811,956 units issued and
outstanding at December 31, 2003 and 2002, respectively ....... 163,794 168,740
Accumulated Other Comprehensive Loss ............................ (10,110) (10,559)
----------- -----------
Total Partners' Capital .................................... 1,063,067 1,060,218
----------- -----------
Total Liabilities and Partners' Capital .................... $ 2,633,262 $ 2,585,805
=========== ===========
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, EXCEPT PER SHARE DATA)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
Revenues:
Rental Income .................................................... $ 210,881 $ 197,087 $ 202,272
Tenant Recoveries and Other Income ............................... 69,900 63,819 66,647
--------- --------- ---------
Total Revenues ................................................. 280,781 260,906 268,919
--------- --------- ---------
Expenses:
Real Estate Taxes ................................................ 43,703 39,905 42,697
Repairs and Maintenance .......................................... 21,893 18,210 15,183
Property Management .............................................. 10,505 9,694 9,297
Utilities ........................................................ 8,491 6,702 7,050
Insurance ........................................................ 2,919 2,124 1,579
Other ............................................................ 7,034 7,649 5,569
General and Administrative ....................................... 25,607 19,230 17,990
Amortization of Deferred Financing Costs ......................... 1,761 1,858 1,742
Depreciation and Other Amortization .............................. 70,478 57,464 52,835
Valuation Provision on Real Estate ............................... - - 6,490
--------- --------- ---------
Total Expenses ................................................. 192,391 162,836 160,432
--------- --------- ---------
Other Income/Expense:
Interest Income .................................................. 1,698 121 265
Interest Expense ................................................. (95,198) (87,439) (78,841)
Loss From Early Retirement of Debt ............................... - (888) (10,309)
--------- --------- ---------
Total Other Income/Expense ..................................... (93,500) (88,206) (88,885)
(Loss) Income from Continuing Operations Before Equity in Income of
Other Real Estate Partnerships, Equity of Income in Joint Ventures
and Gain on Sale of Real Estate .................................. (5,110) 9,864 19,602
Equity in Income of Other Real Estate Partnerships .................. 43,332 53,038 47,949
Equity in Income (Loss) of Joint Ventures ........................... 539 463 (791)
--------- --------- ---------
Income from Continuing Operations ................................... 38,761 63,365 66,760
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $74,428 and $33,439 for the Years Ended
December 31, 2003 and 2002, respectively) ........................ 82,934 56,644 28,261
--------- --------- ---------
Income Before Gain on Sale of Real Estate ........................... 121,695 120,009 95,021
Gain on Sale of Real Estate ......................................... 9,361 16,409 42,942
--------- --------- ---------
Net Income .......................................................... 131,056 136,418 137,963
Less: Preferred Unit Distributions .................................. (20,176) (23,432) (28,924)
Less: Redemption of Series B Preferred Units ........................ - (3,707) -
--------- --------- ---------
Net Income Available to Unitholders ................................. $ 110,880 $ 109,279 $ 109,039
========= ========= =========
Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:
Basic .......................................................... $ 0.62 $ 1.15 $ 1.76
========= ========= =========
Diluted ........................................................ $ 0.61 $ 1.14 $ 1.75
========= ========= =========
Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:
Basic .......................................................... $ 2.45 $ 2.38 $ 2.37
========= ========= =========
Diluted ........................................................ $ 2.44 $ 2.37 $ 2.36
========= ========= =========
Net Income .......................................................... $ 131,056 $ 136,418 $ 137,963
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 and
Interest Rate Swap Agreements .................................. 251 (126) (231)
Write-Off of Unamortized Interest Rate Protection Agreement
Due to Early Retirement of Debt ................................ - - 2,156
Amortization of Interest Rate Protection Agreements .............. 198 176 805
--------- --------- ---------
Comprehensive Income ................................................ $ 131,505 $ 138,240 $ 125,582
========= ========= =========
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, EXCEPT FOR PER SHARE DATA)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
General Partner Preferred Units - Beginning of Year .............. $ 240,697 $ 336,990 $ 336,990
Distributions ................................................. (20,176) (23,432) (28,924)
Redemption of Series B Preferred Units ........................ - (96,293) -
Net Income .................................................... 20,176 23,432 28,924
----------- ----------- -----------
General Partner Units - End of Year .............................. $ 240,697 $ 240,697 $ 336,990
=========== =========== ===========
General Partner Units - Beginning of Year ........................ $ 665,647 $ 686,544 $ 698,247
Contributions ................................................. 15,117 16,247 18,894
Issuance of General Partner Restricted Units .................. 20,641 3,232 3,133
Purchase of General Partnership Units ......................... (997) (29,493) (28,399)
Repurchase and Retirement of Restricted Units ................. (1,865) (2,037) (1,944)
Redemption of Series B Preferred Units ........................ - (3,148) -
Amortization of Stock Based Compensation ...................... 54 646 899
Distributions ................................................. (108,171) (107,020) (104,407)
Unit Conversions .............................................. 2,750 4,616 7,797
Net Income .................................................... 94,545 96,060 92,324
----------- ----------- -----------
General Partner Units - End of Year .............................. $ 687,721 $ 665,647 $ 686,544
=========== =========== ===========
Unamort. Value of Gen. Partner Restricted Units - Beg. Of Year ... $ (4,307) $ (6,247) $ (8,812)
Issuance of General Partner Restricted Units .................. (20,641) (3,232) (3,133)
Amortization of General Partner Restricted Units .............. 5,913 5,172 5,698
----------- ----------- -----------
Unamort. Value of Gen. Partner Restricted Units - End Of Year .... $ (19,035) $ (4,307) $ (6,247)
=========== =========== ===========
Limited Partners Units - Beginning of Year ....................... $ 168,740 $ 175,019 $ 183,406
Contributions ................................................. 735 1,406
Redemption of Series B Preferred Units ........................ - (559) -
Distributions ................................................. (18,531) (18,765) (18,711)
Unit Conversions .............................................. (2,750) (4,616) (7,797)
Net Income .................................................... 16,335 16,926 16,715
----------- ----------- -----------
Limited Partners Units - End of Year ............................. $ 163,794 $ 168,740 $ 175,019
=========== =========== ===========
Accum. Other Comprehensive Income (Loss) - Beginning of Year ..... $ (10,559) $ (12,381) $ -
Cumulative Transition Adjustment .............................. - - (14,920)
Settlement of Interest Rate Protection Agreements ............. - 1,772 (191)
Mark to Market of Interest Rate Protection Agreements ......... 251 (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 ........... 198 176 805
----------- ----------- -----------
Accum. Other Comprehensive Income (Loss) - End of Year ........... $ (10,110) $ (10,559) $ (12,381)
=========== =========== ===========
Total Partners' Capital at End of Year ........................... $ 1,063,067 $ 1,060,218 $ 1,179,925
=========== =========== ===========
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, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .......................................................... $ 131,056 $ 136,418 $ 137,963
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ..................................................... 63,281 56,762 54,623
Amortization of Deferred Financing Costs ......................... 1,761 1,858 1,742
Other Amortization ............................................... 16,174 13,986 14,229
Provision for Bad Debt ........................................... (160) - -
Valuation Provision on Real Estate ............................... - - 6,490
Equity in (Income) Loss of Joint Ventures ........................ (539) (463) 791
Distributions from Joint Ventures ................................ 539 463 -
Gain on Sale of Real Estate ...................................... (83,789) (49,848) (42,942)
Loss on Early Retirement of Debt ................................. - 888 10,309
Equity in Income of Other Real Estate Partnerships ............... (43,332) (53,038) (47,949)
Distributions from Investment in Other Real Estate Partnerships .. 43,332 53,038 47,949
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net ................................. (23,076) (11,025) (5,846)
Increase in Deferred Rent Receivable ............................. (2,629) (2,575) (3,268)
Decrease in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits ....................................................... (14,948) (9,252) (28,148)
--------- --------- ---------
Net Cash Provided by Operating Activities .................... 87,670 137,212 145,943
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate .............. (280,049) (289,405) (399,242)
Net Proceeds from Sales of Investments in Real Estate ............... 306,767 322,079 301,032
Investments in and Advances to Other Real Estate Partnerships ....... (59,430) (103,628) (163,666)
Distributions/Repayments from Other Real Estate Partnerships ........ 62,300 104,202 166,546
Contributions to and Investments in Joint Ventures .................. (5,711) (8,207) (6,025)
Distributions from Joint Ventures ................................... 2,859 2,260 1,524
Repayment of Mortgage Loans Receivable .............................. 27,500 6,903 3,005
(Increase) Decrease in Restricted Cash .............................. (32,525) (21,956) 16,633
--------- --------- ---------
Net Cash Provided by (Used In) Investing Activities .......... 21,711 12,248 (80,193)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions .................................................. 14,799 15,895 18,521
Unit Distributions .................................................. (125,916) (125,875) (122,203)
Purchase of General Partner Units ................................... (997) (29,493) (28,399)
Repurchase of Restricted Units ...................................... (1,865) (2,037) (1,944)
Redemption of Preferred Units ....................................... - (100,000) -
Preferred Unit Distributions ........................................ (20,176) (23,432) (36,155)
Repayments on Mortgage Loans Payable ................................ (1,018) (38,626) (14,476)
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 ............................. 264,300 500,100 398,300
Repayments on Unsecured Lines of Credit ............................. (238,700) (512,300) (385,800)
Book Overdraft ...................................................... 312 5,336 12,335
Cost of Debt Issuance and Prepayment Fees ........................... (120) (3,820) (8,963)
--------- --------- ---------
Net Cash Used in Financing Activities ........................ (109,381) (149,460) (69,394)
--------- --------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents .................... - - (3,644)
Cash and Cash Equivalents, Beginning of Period .......................... - - 3,644
--------- --------- ---------
Cash and Cash Equivalents, End of Period ................................ $ - $ - $ -
========= ========= =========
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 85.6% and 85.0% ownership interest at December 31, 2003 and 2002,
respectively. 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 14.4% and 15.0%
interest in the Operating Partnership at December 31, 2003 and 2002,
respectively.
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 two joint ventures which invest in
industrial properties, the September 1998 Joint Venture (hereinafter defined)
and the December 2001 Joint Venture (hereinafter defined). The Consolidated
Operating Partnership (hereinafter defined), through a wholly-owned limited
liability company of which the Operating Partnership is the sole member, also
owned a minority equity interest in and provided asset and property management
services to a third joint venture which invested in industrial properties (the
"September 1999 Joint Venture"). During September 2003, the September 1999 Joint
Venture sold its remaining property. In conjunction with this final property
sale, the final distribution was made to the partners. In May 2003, the
Consolidated Operating Partnership (hereinafter defined), through wholly-owned
limited liability companies of which the Operating Partnership is the sole
member, entered into a joint venture arrangement (the "May 2003 Joint Venture")
with an institutional investor to invest in industrial properties. As of
December 31, 2003, the May 2003 Joint Venture did not own any 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, 2003, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 729 in-service industrial
properties, containing an aggregate of approximately 48.5 million square feet
(unaudited) of gross leasable area ("GLA"). On a combined basis, as of December
31, 2003, the Other Real Estate Partnerships owned 105 in-service industrial
properties, containing an aggregate of approximately 9.4 million square feet
(unaudited) of GLA. Of the 105 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2003, 15 are held by the Mortgage
Partnership, 41 are held by the Pennsylvania Partnership, 15 are held by the
Securities Partnership, 19 are held by the Financing Partnership, 10 are held by
the Harrisburg Partnership, four 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, 2003 and 2002 and for each of the years ended
December 31, 2003, 2002 and 2001 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. All intercompany transactions
have been eliminated in consolidation.
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, 2003 and 2002, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2003, 2002 and
2001. 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.
Restricted Cash
At December 31, 2003 and 2002, restricted cash includes gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Company exchanges into properties under Section 1031 of the Internal Revenue
Code. The carrying amount approximates fair value due to the short term maturity
of these investments.
Investment in Real Estate and Depreciation
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 an 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 reclassify such property as held and used. Such property is
measured at the lower of its carrying amount (adjusted for any depreciation and
amortization expense that would have been recognized had the property been
continuously classified as held and used) or fair value at the date of the
subsequent decision not to sell.
F-8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Interest costs, real estate taxes, 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........................................... 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.
The Consolidated Operating Partnership accounts for all acquisitions
entered into subsequent to June 30, 2001 in accordance with Financial Accounting
Standards Board's ("FASB") Statement of Financial Accounting Standards No. 141,
"Business Combinations" ("FAS 141"). Upon acquisition of a property, the
Consolidated Operating Partnership allocates the purchase price of the property
based upon the fair value of the assets acquired, which generally consist of
land, buildings, tenant improvements, leasing commissions and intangible assets
including in-place leases and above market and below market leases. The
Consolidated Operating Partnership allocates the purchase price to the fair
value of the tangible assets of an acquired property determined by valuing the
property as if it were vacant. Acquired above and below market leases are valued
based on the present value of the difference between prevailing market rates and
the in-place rates over the remaining lease term. The purchase price is further
allocated to in-place lease values based on management's evaluation of the
specific characteristics of each tenants lease and the Consolidated Operating
Partnership's overall relationship with the respective tenant. Acquired above
and below market leases are amortized over the remaining non-cancelable terms of
the respective leases. The value of in-place lease intangibles, which is
included as a component of Other Assets, is amortized to expense over the
remaining lease term and expected renewal periods of the respective lease. If a
tenant terminates its lease early, the unamortized portion of leasing
commissions, tenant improvements, above and below market leases and the in-place
lease value is immediately charged to expense.
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
$8,930 and $7,169 at December 31, 2003 and 2002, 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. As discussed in Note 1, the Operating Partnership is the limited
partner in the Other Real Estate Partnerships. In accordance with Statement of
Position 78-9, "Accounting for Investments in Real Estate Ventures" the general
partner of the Other Real Estate Partnerships, the majority voting partner,
accounts for the Other Real Estate Partnerships as a consolidated subsidiary.
Accordingly, 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.
F-9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Investments in Joint Ventures
Investments in Joint Ventures represents the Operating Partnership's
limited partnership 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 Operating Partnership
accounts for its Investments in Joint Ventures under the equity method of
accounting, as the Operating Partnership does not have operational control or a
majority voting interest. Under the equity method of accounting, the 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 Operating Partnership's Investments in Joint Ventures as paid or received,
respectively. Differences between the Operating Partnership's carrying value of
its investments in joint ventures and the Operating Partnership's underlying
equity of such joint ventures are amortized over the respective lives of the
underlying assets, as applicable.
Employee Benefit Plans
At December 31, 2003, the Company has three stock incentive employee
compensation plans, which are described more fully in Note 13. Prior to January
1, 2003, the Consolidated Operating Partnership accounted 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. On January 1,
2003, the Consolidated Operating Partnership adopted the fair value recognition
provisions of the Financial Accounting Standards Board's ("FASB") Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("FAS
123"), as amended by Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure". The Consolidated Operating
Partnership is applying the fair value recognition provisions of FAS 123
prospectively to all employee option awards granted after December 31, 2002. The
Consolidated Operating Partnership has not awarded options to employees or
directors of the Company during the year ended December 31, 2003, therefore no
stock-based employee compensation expense, except for expense related to
restricted stock, is included in net income available to common unitholders
related to the fair value recognition provisions of FAS 123.
F-10
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 unit would
have been the pro forma amounts indicated in the table below:
For the Year Ended
-----------------------------------------
2003 2002 2001
----------- ----------- -----------
Net Income Available to Unitholders - as reported ...................... $ 110,880 $ 109,279 $ 109,039
Add: Stock-Based Employee Compensation Expense Included in Net Income
Available to Unitholders - as reported .............................. 54 237 256
Less: Total Stock-Based Employee Compensation Expense
- Determined Under the Fair Value Method ............................ (1,350) (1,154) (786)
----------- ----------- -----------
Net Income Available to Unitholders - pro forma ........................ $ 109,584 $ 108,362 $ 108,509
=========== =========== ===========
Net Income Available to Unitholders per Unit - as reported - Basic ..... $ 2.45 $ 2.38 $ 2.37
Net Income Available to Unitholders per Unit - pro forma - Basic ....... $ 2.42 $ 2.36 $ 2.36
Net Income Available to Unitholders per Unit - as reported - Diluted ... $ 2.44 $ 2.37 $ 2.36
Net Income Available to Unitholders per Unit - pro forma - Diluted ..... $ 2.41 $ 2.35 $ 2.35
Expected dividend yield N/A 8.28% 8.22%
Expected stock price volatility N/A 20.94% 20.75%
Risk-free interest rate N/A 3.58% 4.91%
Expected life of options N/A 3.00 3.03
The weighted average fair value of options granted during 2002 and 2001 is $1.97
and $ 2.49 per option, respectively. No options were granted during 2003.
F-11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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.
Revenue is recognized on payments received from tenants for early lease
terminations after the Consolidated Operating Partnership determines that all
the necessary criteria have been met in accordance with FASB's Statement of
Financial Accounting Standards No. 13, "Accounting for Leases" ("FAS 13").
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 $1,547 and $1,707
as of December 31, 2003 and 2002. 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, when appropriate. 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 share of taxable income or loss. The
Consolidated Operating Partnership is subject to certain state and local income,
excise and franchise taxes. The provision for such state and local taxes has
been reflected in general and administrative expense in the statements 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 (excluding restricted units that have not yet vested). Net income
per weighted average Unit - diluted is based on the weighted average Units
outstanding (excluding restricted units that have not yet vested) plus the
dilutive effect of the Company's in-the-money employee stock options and
restricted stock 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, 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, 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
F-12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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
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.
Segment Reporting
Management views the Consolidated Operating Partnership as a single
segment.
Recent Accounting Pronouncements
In January 2003, the FASB issued FIN 46, which provides guidance on how
to identify a variable interest entity ("VIE") and determine when the assets,
liabilities, non-controlling interests, and results of operations of a VIE are
to be included in an entity's consolidated financial statements. A VIE exists
when either the total equity investment at risk is not sufficient to permit the
entity to finance its activities by itself, or the equity investors lack one of
three characteristics associated with owning a controlling financial interest.
In December 2003, the FASB reissued FIN 46 with certain modifications and
clarifications. Application of this guidance was effective for interests in
certain VIEs commonly referred to as special-purpose entities (SPEs) as of
December 31, 2003. Application for all other types of entities is required for
periods ending after March 15, 2004, unless previously applied. The Consolidated
Operating Partnership does not believe that the application of FIN 46 will have
an impact on its financial position, results of operations, or liquidity.
F-13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Reclassification
On January 1, 2003, the Operating Partnership adopted the FASB's
Statement of Financial Accounting Standard 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 FAS 4, FAS 44 and FAS 64 and amends
FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4 required
the classification of gains and losses resulting from extinguishment of debt to
be classified as extraordinary items. Pursuant to the adoption of FAS 145, the
Operating Partnership reclassified amounts shown as extraordinary for the years
ended December 31, 2002 and 2001 to continuing operations.
In July 2003, the Securities and Exchange Commission (the "SEC") issued
a clarification on Emerging Issues Task Force ("EITF") Abstract, Topic No. D 42,
"The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock" ("EITF 42"). This clarification of EITF
42, states for the purpose of calculating the excess of (1) fair value of the
consideration transferred to the holders of the preferred stock over (2) the
carrying amount of the preferred stock in the balance sheet, the carrying amount
of the preferred stock should be reduced by the issuance costs of the preferred
stock. This clarification was effective in the first fiscal period ending after
June 15, 2003 and requires prior periods presented to be restated. Pursuant to
EITF 42, the Operating Partnership restated net income available to unitholders
and net income available to unitholders per share amounts for the year ended
December 31, 2002 by reducing net income available to unitholders for the
initial issuance costs related to the redemption of the Operating Partnership's
8.75%, $.01 par value, Series B Cumulative Preferred Units (the "Series B
Preferred Units") on May 14, 2002. The impact of the adoption of EITF 42 for the
year ended December 31, 2002 was a reduction of basic and diluted EPU of $.08.
Certain 2002 and 2001 items have been reclassified to conform to the
2003 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: December 31, December 31,
2003 2002
------------ ------------
ASSETS
Assets:
Investment in Real Estate, Net .................. $332,371 $332,552
Other Assets, Net ............................... 70,524 102,784
-------- --------
Total Assets ............................. 402,895 435,336
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable .......................... $ 2,529 $ 40,080
Other Liabilities ............................... 22,193 14,126
-------- --------
Total Liabilities ........................ 24,722 54,206
Partners' Capital ............................... 378,173 381,130
-------- --------
Total Liabilities and Partners' Capital .. $402,895 $435,336
======== ========
F-14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS, CONTINUED
Condensed Combined Statements of Operations:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ----------- -----------
Total Revenues (including Interest Income) .............. $ 61,310 $ 55,215 $ 52,236
Property Expenses ....................................... (15,106) (13,856) (14,993)
Interest Expense ........................................ (256) (2,948) (3,739)
Amortization of Deferred Financing Costs ................ (3) (67) (67)
Depreciation and Other Amortization ..................... (12,018) (10,618) (9,908)
Valuation Provision on Real Estate ...................... - - (3,010)
Loss on Early Retirement of Debt ........................ (1,466) - -
Gain on Sale of Real Estate ............................. 6,243 67 21,405
Income from Discontinued Operations (Including Gain on
Sale of Real Estate of $4,644 and $21,218 for the
years ended December 31, 2003 and 2002 ............... 4,941 25,694 7,538
-------- -------- --------
Net Income ......................................... $ 43,645 $ 53,487 $ 49,462
======== ======== ========
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.
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.
During September 2003, the September 1999 Joint Venture sold its remaining
property. In conjunction with this final sale, the final distribution was made
to the partners.
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 accounting. As of December 31, 2003 the December
2001 Joint Venture had economic interests in 36 industrial properties.
Twenty-seven of the 36 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 is 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 is amortized into income over the useful life of the related
building, which is typically 40 years. If the December 2001 Joint Venture sells
any of the 27 properties that the Consolidated Operating Partnership sold to the
December
F-15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. INVESTMENTS IN JOINT VENTURES, CONTINUED
2001 Joint venture to a third party, the Consolidated Operating Partnership will
recognize the unamortized portion of the deferred gain as gain on sale of real
estate. If the Consolidated Operating Partnership repurchases any of the 27
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).
During the years ended December 2003, 2002 and 2001, the Consolidated
Operating Partnership invested the following amounts in its three joint ventures
as well as received distributions and recognized fees from acquisition,
disposition, property management and asset management services in the following
amounts:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
Contributions............... $ 5,558 $ 8,207 $ 6,025
Distributions............... $ 3,398 $ 2,723 $ 1,524
Fees........................ $ 2,173 $ 1,863 $ 2,377
The combined summarized financial information of the investments in
joint ventures is as follow:
December 31, December 31,
2003 2002
------------ -----------
CONDENSED COMBINED BALANCE SHEETS
Gross Real Estate Investment ................................ $ 348,030 $ 295,470
Less: Accumulated Depreciation .............................. (15,330) (11,482)
--------- ---------
Net Real Estate ........................................ 332,700 283,988
Other Assets ................................................ 16,750 19,379
--------- ---------
Total Assets ............................................. $ 349,450 $ 303,367
========= =========
Long Term Debt .............................................. $ 217,413 $ 184,010
Other Liabilities ........................................... 6,596 7,974
Equity ...................................................... 125,441 111,383
--------- ---------
Total Liabilities and Equity ............................. $ 349,450 $ 303,367
========= =========
Consolidated Operating Partnership's Share of Equity ........ $ 18,205 $ 15,113
Basis Differentials (1) ..................................... (3,599) (2,568)
--------- ---------
Carrying Value of the Consolidated Operating Partnership's
Investments in Joint Ventures ............................... $ 14,606 $ 12,545
========= =========
(1) This amount represents the aggregate difference between the Consolidated
Operating Partnership's historical co basis and the basis reflected at the joint
venture level. Basis differentials are primarily comprised of gain deferrals
to properties the Consolidated Operating Partnership sold to the joint ventures
and certain acquisition costs which are not reflected in the net assets at the
joint venture level.
F-16
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. INVESTMENTS IN JOINT VENTURES, CONTINUED
Year Ended December 31,
2003 2002 2001
-------- -------- --------
CONDENSED COMBINED STATEMENTS OF OPERATIONS
Total Revenues .................................................. $ 35,603 $ 34,635 $ 38,983
Expenses:
Operating and Other .......................................... 9,693 14,482 13,473
Interest ..................................................... 7,353 10,554 15,377
Depreciation and Amortization ................................ 8,711 6,955 6,354
-------- -------- --------
Total Expenses .................................................. 25,757 31,991 35,204
Gain (Loss) on Sale of Real Estate .............................. (2,069) 8,231 (6,024)
-------- -------- --------
Net Income (Loss) ............................................... $ 7,777 $ 10,875 $ (2,245)
======== ======== ========
Consolidated Operating Partnership's Share of Net Income (Loss).. $ 539 $ 463 $ (791)
======== ======== ========
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, 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 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 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.
On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
$14,157 (the "Acquisition Mortgage Loan X"). The Acquisition Mortgage Loan X is
collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2,927 which will be amortized over the remaining life
of the Acquisition Mortgage Loan X as an adjustment to interest expense.
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 September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4,269 (the
"Acquisition Mortgage Loan XI"). The Acquisition Mortgage Loan XI is
collateralized by one property in Downers Grove, Illinois, bears interest at a
fixed rate of 7.61% and provides for monthly principal and interest payments
based on a 30 - year amortization schedule. The Acquisition Mortgage Loan XI
matures on May 1, 2012. In conjunction with the assumption of the Acquisition
Mortgage Loan XI, the Consolidated Operating Partnership recorded a premium in
the amount of $621 which will be amortized over the remaining life of the
Acquisition Mortgage Loan XI as an adjustment to interest expense.
On September 12, 2003, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $2,325 (the
"Acquisition Mortgage Loan XII"). The Acquisition Mortgage Loan XII is
collateralized by one property in Indianapolis, Indiana, bears interest at a
fixed rate of 7.54% and provides for monthly principal and interest payments
based on a 30 - year amortization schedule. The Acquisition Mortgage Loan XII
matures on January 1, 2012. In conjunction with the assumption of the
Acquisition Mortgage Loan XII, the Consolidated Operating Partnership recorded a
premium in the amount of $317 which will be amortized over the remaining life of
the Acquisition Mortgage Loan XII as an adjustment to interest expense.
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 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 a loss from the early retirement of debt 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"). If the 2011 PATS are
not redeemed on May 15, 2004, the 2011 PATS will be reissued and the interest
rate on the 2011 PATS will be reset at a fixed rate until May 15, 2011 based
upon a predetermined formula. 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
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
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.
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 a loss from the early retirement of debt 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
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
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 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.
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
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
unsecured line of credit:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
------------------------------ ---------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
2003 2002 2003 2002 2003 DATE
------------ ------------ ------------ ------------ ------------ --------
MORTGAGE LOANS PAYABLE, NET
Assumed Loans ................... 5,442 6,015 -- -- 9.250% 01/01/13
Acquisition Mortgage Loan IV .... 2,130 2,215 16 17 8.950% 10/01/06
Acquisition Mortgage Loan VIII .. 5,603 5,733 39 39 8.260% 12/01/19
Acquisition Mortgage Loan IX .... 5,811 5,946 40 41 8.260% 12/01/19
Acquisition Mortgage Loan X ..... 16,754(1) -- 100 -- 8.250% 12/01/10
Acquisition Mortgage Loan XI .... 4,854(1) -- -- -- 7.610% 05/01/12
Acquisition Mortgage Loan XII ... 2,623(1) -- -- -- 7.540% 01/01/12
---------- ---------- ---------- ----------
Total ........................... $ 43,217 $ 19,909 $ 195 $ 97
========== ========== ========== ==========
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 ...................... 149,982(2) 149,977(2) 1,457 1,457 7.600% 05/15/07
2011 PATS ....................... 99,657(2) 99,610(2) 942 942 7.375% 05/15/11(3)
2017 Notes ...................... 99,866(2) 99,857(2) 625 625 7.500% 12/01/17
2027 Notes ...................... 15,053(2) 15,052(2) 138 138 7.150% 05/15/27
2028 Notes ...................... 199,807(2) 199,799(2) 7,009 7,009 7.600% 07/15/28
2011 Notes ...................... 199,563(2) 199,502(2) 4,343 4,343 7.375% 03/15/11
2012 Notes ...................... 198,856(2) 198,717(2) 2,903 2,903 6.875% 04/15/12
2032 Notes ...................... 49,368(2) 49,346(2) 818 818 7.750% 04/15/32
---------- ---------- ---------- ----------
Total ........................... $1,212,152 $1,211,860 $ 19,493 $ 19,493
========== ========== ========== ==========
UNSECURED LINE OF CREDIT
2002 Unsecured Line of Credit $ 195,900 $ 170,300 $ 336 $ 415 2.207% 09/30/05
========== ========== ========== ==========
(1) At December 31, 2003, the Acquisition Mortgage Loan X, the Acquisition
M ortgage Loan XI and the Acquisition Mortgage Loan XII include
unamortized premiums of $2,673, $597 and $305, respectively.
(2) At December 31, 2003, 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 $18, $343, $134, $17, $193, $437,
$1,144 and $632, respectively. At December 31, 2002, the 2007 Notes,
2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Notes are
net of unamortized discounts of $23, $390, $143, $18, $201, $498,
$1,283 and $654, respectively.
(3) The 2011 PATS are redeemable at the option of the holder thereof, on
May 15, 2004.
F-21
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 is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and unsecured
line of credit, exclusive of premiums and discounts, for the next five years
ending December 31, and thereafter:
Amount
------
2004 $ 1,198
2005 247,212
2006 153,257
2007 151,442
2008 1,571
Thereafter 895,932
-----------
Total $ 1,450,612
===========
Fair Value
At December 31, 2003 and 2002, 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, 2003 December 31, 2002
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
Mortgage Loans Payable ..................... $ 43,217 $ 46,180 $ 19,909 $ 23,282
Senior Unsecured Debt ...................... 1,212,152 1,332,958 1,211,860 1,325,937
Unsecured Line of Credit (Variable Rate) ... 195,900 195,900 95,300 95,300
Unsecured Line of Credit (Fixed Rate) ...... - - 75,000 75,357
Put Option ................................. 95 16,320 350 16,480
---------- ---------- ---------- ----------
Total ...................................... $1,451,364 $1,591,358 $1,402,419 $1,536,356
========== ========== ========== ==========
The fair value of the senior unsecured debt was determined by quoted
market prices, if available. The fair values of the Consolidated Operating
Partnership, senior unsecured debt not valued by quoted market prices, 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 equal to 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 $221 of the Interest Rate Protection Agreements into net income as
an increase to interest expense.
F-22
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, $.01 par value, 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, 2003 and 2002. 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, 2003, certain employees of the Company
exercised 531,473 non-qualified employee stock options. Gross proceeds to the
Company approximated $14,799. 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, 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.
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
$96,293 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, the
F-23
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL, CONTINUED
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 27, 2003, the Operating Partnership paid a fourth quarter
2002 distribution of $.6850 per Unit, totaling approximately $31,106. On April
21, 2003, the Operating Partnership paid a first quarter 2003 distribution of
$.6850 per Unit, totaling approximately $31,542. On July 21, 2003, the Operating
Partnership paid a second quarter 2003 distribution of $.6850 per Unit, totaling
approximately $31,607. On October 20, 2003, the Operating Partnership paid a
third quarter 2003 distribution of $.6850 per Unit, totaling approximately
$31,661.
On April 1, 2003, July 1, 2003, September 30, 2003 and December 31,
2003 the Operating Partnership paid second, third and fourth quarter
distributions of $53.906 per Unit on its Series C Preferred Units, $49.688 per
Unit on its Series D Preferred Units and $49.375 per Unit on its Series E
Preferred Units. The preferred unit distributions paid on April 1, 2003, July 1,
2003, September 30, 2003 and December 31, 2003 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, 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. 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 partnership units from the Company in
the same amount.
F-24
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
8. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 2003, the Consolidated Operating Partnership acquired 62 in-service
industrial properties comprising, in the aggregate, approximately 6.3 million
square feet (unaudited) of GLA and several land parcels for a total purchase
price of approximately $219,091, excluding costs incurred in conjunction with
the acquisition of the properties. The Consolidated Operating Partnership also
completed the development of 11 properties comprising approximately 1.3 million
square feet (unaudited) of GLA at a cost of approximately $64.9 million.
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 industrial
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.
9. SALE OF REAL ESTATE
In 2003, the Consolidated Operating Partnership, through the Operating
Partnership, sold 121 industrial properties comprising approximately 6.3 million
square feet of (unaudited) GLA and several land parcels. Eight of the 121 sold
industrial properties comprising approximately .7 million square feet
(unaudited) of GLA were sold to the December 2001 Joint Venture. Gross proceeds
from the sales of the 121 industrial properties and several land parcels were
approximately $357,503. The gain on sale of real estate was approximately
$83,789, of which $74,428 is shown in discontinued operations. In accordance
with FAS 144, the results of operations and gain on sale of real estate for the
113 of the 121 sold properties that were not identified as held for sale at
December 31, 2001, are included in discontinued operations.
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 industrial
properties comprising approximately .9 million square feet (unaudited) of GLA
that were classified as held for sale at December 31, 2001, 15 industrial
properties comprising approximately 2.3 million square feet (unaudited) 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 industrial properties that were
not identified as held for sale at December 31, 2001, are included in
discontinued operations.
The following table discloses certain information regarding the
industrial properties included in discontinued operations by the Consolidated
Operating Partnership for the years ended December 31, 2003, 2002 and 2001.
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2001
------------ ------------ ------------
Total Revenues $ 18,678 $ 46,471 $ 53,613
Operating Expenses (6,334) (14,064) (14,516)
Depreciation and Amortization (3,838) (9,202) (10,836)
Gain on Sale of Real Estate 74,428 33,439 -
-------- ---------- ---------
Income from Discontinued Operations $ 82,934 $ 56,644 $ 28,261
======== ========== =========
F-25
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
9. SALE OF REAL ESTATE, CONTINUED
In conjunction with certain property sales, the Consolidated Operating
Partnership provided seller financing on behalf of certain buyers. At December
31, 2003, the Consolidated Operating Partnership had mortgage notes receivable
and accrued interest outstanding of approximately $29,336, which is included as
a component of Prepaid Expenses and Other Assets. At December 31, 2002, the
Consolidated Operating Partnership had a mortgage note receivable and accrued
interest outstanding of approximately $29,103, which is included as a component
of prepaid expenses and other assets.
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.
10. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
Interest paid, net of capitalized interest ........................... $ 95,180 $ 84,791 $ 76,835
========= ========= =========
Interest capitalized ................................................. $ 761 $ 7,792 $ 9,950
========= ========= =========
Supplemental schedule of noncash investing and financing activities:
Distribution payable on common stock/units ........................... $ 31,889 $ 31,106 $ 31,196
========= ========= =========
Issuance of Units in exchange for property .............................. $ - $ 633 $ 1,491
========= ========= =========
Exchange of Limited partnership units for General partnership units:
Limited partnership units ............................................ $ (2,750) $ (4,616) $ (7,797)
General partnership units ............................................ 2,750 4,616 7,797
--------- --------- ---------
$ - $ - $ -
========= ========= =========
In conjunction with the property and land acquisitions, the following
assets and liabilities were assumed:
Purchase of real estate .............................................. $ 219,091 $ 181,553 $ 204,609
Deferred purchase price .............................................. (10,425) - -
Accounts payable and accrued expenses ................................ (1,897) (2,140) (2,044)
Mortgage debt ........................................................ (20,751) (11,844) -
--------- --------- ---------
Acquisition of real estate ........................................... $ 186,018 $ 167,569 $ 202,565
========= ========= =========
In conjunction with certain property sales, the Company provided seller
financing:
Notes receivable ........................................................ $ 29,203 $ 35,462 $ -
========= ========= =========
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,
2003 2002 2001
------------ ------------ ------------
Numerator:
Income from Continuing Operations .................. $ 38,761 $ 63,365 $ 66,760
Gain on Sale of Real Estate ........................ 9,361 16,409 42,942
Less: Preferred Unit Distributions ................. (20,176) (23,432) (28,924)
Less: Redemption of Series B Preferred Units ....... - (3,707) -
------------ ------------ ------------
Income from Continuing Operations Available to
Unitholders - For Basic and Diluted EPU .......... 27,946 52,635 80,778
Discontinued Operations ............................ 82,934 56,644 28,261
------------ ------------ ------------
Net Income Available to Unitholders
- For Basic and Diluted EPU ...................... $ 110,880 $ 109,279 $ 109,039
============ ============ ============
Denominator:
Weighted Average Units Outstanding - Basic ......... 45,321,775 45,841,158 45,948,989
Effect of Dilutive Securities of the Company that
Result in the Issuance of General Partner Units:
Employee and Director Common Stock Options ......... 91,599 201,868 278,527
Employee and Director Shares of Restricted Stock ... 29,561 36,327 30,568
------------ ------------ ------------
Weighted Average Units Outstanding - Diluted ....... 45,442,935 46,079,353 46,258,084
============ ============ ============
Basic EPU:
Income from Continuing Operations Available to
Unitholders ...................................... $ 0.62 $ 1.15 $ 1.76
============ ============ ============
Discontinued Operations ............................ $ 1.83 $ 1.24 $ 0.62
============ ============ ============
Net Income Available to Unitholders ................ $ 2.45 $ 2.38 $ 2.37
============ ============ ============
Diluted EPU:
Income from Continuing Operations Available to
Unitholders ...................................... $ 0.61 $ 1.14 $ 1.75
============ ============ ============
Discontinued Operations ............................ $ 1.83 $ 1.23 $ 0.61
============ ============ ============
Net Income Available to Unitholders ................ $ 2.44 $ 2.37 $ 2.36
============ ============ ============
In accordance with FASB's Statement of Financial Accounting Standards
No. 128, "Earnings Per Share", the basic weighted average units outstanding for
2002 and 2001 have been adjusted to exclude restricted stock issued that has not
vested. The diluted weighted average units outstanding for 2002 and 2001 have
been adjusted to exclude restricted stock issued that has not vested except that
these amounts include the dilution related to restricted stock outstanding for
each respective year. Due to these adjustments, basic and diluted earnings per
unit available to unitholders for the years ended December 31, 2002 and 2001 do
not agree with the basic and diluted earnings per unit available to unitholders
reported in 2002's Form 10-K. The basic and diluted earnings per unit available
to unitholders reported in the table above for the years ended December 31, 2002
and 2001 exceeds the basic and diluted earnings per unit available to
unitholders reported in 2002's Form 10-K by $.01 per unit and $.02 per unit,
respectively.
F-27
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 non-cancelable
operating leases in effect as of December 31, 2003 are approximately as follows:
2004 $ 190,022
2005 149,832
2006 107,049
2007 76,778
2008 53,616
Thereafter 78,203
---------
Total $ 655,500
=========
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, 2003, stock options and restricted
stock covering 3.4 million shares were outstanding and 3.1 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
Shares Exercise Price per Share
--------- -------------- ---------------
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-$31.125
Granted 945,600 $ 30.72 $30.53-$33.15
Exercised (561,418) $ 28.32 $22.75-$33.125
Expired or Terminated (190,992) $ 30.52 $25.125-$33.125
---------
Outstanding at December 31, 2002 3,142,635 $ 30.06 $18.25-$33.15
Exercised (531,473) $ 27.99 $20.25-$33.13
Expired or Terminated (107,149) $ 31.34 $25.13-$33.13
---------
Outstanding at December 31, 2003 2,504,013 $ 30.45 $18.25-$33.15
F-28
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
13. EMPLOYEE BENEFIT PLANS, CONTINUED
The following table summarizes currently outstanding and exercisable
options as of December 31, 2003:
Options Outstanding Options Exercisable
--------------------------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Number Remaining Exercise Number Exercise
Range of Exercise Outstanding Contractual Life Price Exercisable Price
Price
- ----------------- ----------- ---------------- ---------- ----------- --------
$18.25-$27.69 467,422 4.46 $ 25.47 467,422 $ 25.47
$30.00-$33.15 2,036,591 6.76 $ 31.59 1,293,302 $ 31.62
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, 2003, 2002 and 2001, the Company, through the
Operating Partnership, made matching contributions of approximately $109, $99
and $220, respectively.
During 2003, the Company awarded 692,888 shares of restricted Common
Stock to certain employees and 11,956 shares of restricted Common Stock to
certain Directors. These restricted shares of Common Stock had a fair value of
approximately $20,640 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 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.
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, 2003, 2002 and 2001, this relative received
brokerage commissions in the amount of $111, $51 and $17, respectively, from the
Consolidated Operating Partnership.
F-29
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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.
Six 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 26 industrial properties totaling approximately 2.6 million
square feet (unaudited) of GLA. The estimated total construction costs are
approximately $156.1 million (unaudited). Of this amount, approximately $33.9
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.
In connection with the acquisition of a property, the Consolidated
Operating Partnership deferred $10,425 of the purchase price and provided a
letter of credit for $10,425 which expires in January 2004. In January 2004, the
Consolidated Operating Partnership paid the $10,425 of deferred purchase price
and the letter of credit was returned to the Consolidated Operating Partnership.
At December 31, 2003, the Consolidated Operating Partnership, through the
Operating Partnership had 16 other letters of credit outstanding in the
aggregate amount of $7,352. These letters of credit expire between March 2004
and December 2006.
Ground and Operating Lease Agreements
Future minimum rental payments under the terms of all non-cancelable
ground and operating leases under which the Consolidated Operating Partnership
is the lessee, as of December 31, 2003, are as follows:
2004 $ 1,924
2005 1,594
2006 1,773
2007 1,084
2008 936
Thereafter 43,941
---------
Total $ 51,252
=========
16. SUBSEQUENT EVENTS
On January 20, 2004, the Operating Partnership paid a fourth quarter
2003 distribution of $.6850 per Unit, totaling approximately $31,889.
On February 25, 2004, the Operating Partnership declared a first
quarter 2004 distribution of $.6850 per Unit which is payable on April 19, 2004.
The Operating Partnership also declared first quarter 2004 distributions of
$53.906 per Unit, $49.688 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, 2004.
F-30
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
16. SUBSEQUENT EVENTS, CONTINUED
From January 1, 2004 to March 5, 2004, the Company awarded 1,221
shares of restricted common stock to certain Directors. These shares of
restricted common stock had a fair value of approximately $40 on the date of
grant. The Consolidated Operating Partnership, through the Operating
Partnership, issued Units to the Company in the same amount. The restricted
common stock vests over ten years. Compensation expense will be charged to
earnings in the Operating Partnership's consolidated statements of operations
over the respective vesting period.
From January 1, 2004 to March 5, 2004, the Consolidated Operating
Partnership acquired or completed development of nine industrial properties for
a total estimated investment of approximately $48,096.
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 2003 and all fiscal quarters in 2002 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.
Year Ended December 31, 2003
-----------------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues ......................................... $ 66,459 $ 68,250 $ 71,409 $ 74,663
Equity in Income (Loss) of Joint Ventures .............. 174 270 261 (166)
Equity in Income of Other Real estate Partnerships ..... 17,228 8,044 6,516 11,544
Income from Continuing Operations ...................... 14,231 6,793 6,271 11,466
Income from Discontinued Operations .................... 19,689 18,462 24,162 20,621
Gain on Sale of Real Estate ............................ 1,236 1,378 4,604 2,143
Net Income ............................................. 35,156 26,633 35,037 34,230
Preferred Unit Distributions ........................... (5,044) (5,044) (5,044) (5,044)
-------- -------- -------- --------
Net Income Available to Unitholders .................... $ 30,112 $ 21,589 $ 29,993 $ 29,186
======== ======== ======== ========
Income from Continuing Operations Available to
Unitholders per Weighted Unit Outstanding:
Basic ............................................. $ 0.23 $ 0.07 $ 0.13 $ 0.19
======== ======== ======== ========
Diluted ........................................... $ 0.23 $ 0.07 $ 0.13 $ 0.19
======== ======== ======== ========
Net Income Available to Unitholders per
Weighted Average Unit Outstanding:
Basic ............................................. $ 0.67 $ 0.48 $ 0.66 $ 0.64
======== ======== ======== ========
Diluted ........................................... $ 0.67 $ 0.48 $ 0.66 $ 0.64
======== ======== ======== ========
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 ...................................... $ 62,956 $ 65,631 $ 65,694 $ 66,625
Equity in Income (Loss) of Joint Ventures ........... 222 354 559 (672)
Equity in Income of Other Real estate Partnerships .. 15,395 17,668 7,182 12,793
Income from Continuing Operations ................... 20,763 19,773 11,427 11,402
Income from Discontinued Operations ................. 8,644 10,581 12,598 24,821
Gain (Loss) on Sale of Real Estate .................. 5,339 4,495 8,175 (1,600)
Net Income .......................................... 34,746 34,849 32,200 34,623
Preferred Unit Distributions ........................ (7,231) (6,113) (5,044) (5,044)
Redemption of Series B Preferred Units............... - (3,707) - -
-------- -------- -------- --------
Net Income Available to Unitholders ................. $ 27,515 $ 25,029 $ 27,156 $ 29,579
======== ======== ======== ========
Income from Continuing Operations Available to
Unitholders per Weighted Unit Outstanding:
Basic .......................................... $ 0.41 $ 0.31 $ 0.32 $ 0.10
======== ======== ======== ========
Diluted ........................................ $ 0.41 $ 0.31 $ 0.31 $ 0.10
======== ======== ======== ========
Net Income Available to Unitholders per
Weighted Average Unit Outstanding:
Basic .......................................... $ 0.60 $ 0.54 $ 0.59 $ 0.65
======== ======== ======== ========
Diluted ........................................ $ 0.60 $ 0.54 $ 0.59 $ 0.65
======== ======== ======== ========
Due to the adjustments to basic and diluted weighted average units (See
Note 11), basic and diluted earnings per unit available to unitholders presented
in the above table for the quarters ended March 31, 2002, June 30, 2003 and
2002, September 30, 2003 and December 2002 may not agree with the basic and
diluted earnings per unit available to unitholders reported in the 2003 and 2002
Form 10Qs. The impact of the adjustments on earnings per unit available to
unitholders in such quarters ranges from $.01 per unit to $.02 per unit.
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Partners of
First Industrial, L.P.
Our audits of the consolidated financial statements referred to in our report
dated March 9, 2004 of First Industrial, L.P. and its subsidiaries 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.
As discussed in Note 3 to the consolidated financial statements, on January 1,
2002, First Industrial, L.P. and its subsidiaries 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
March 9, 2004
S-1
FIRST INDUSTRIAL LP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS
CAPITALIZED
SUBSEQUENT TO
(B) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (A) ---------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- ------------------ ------------ ----- --------- --------------
ATLANTA
1650 GA Highway 155 McDonough, GA 788 4,544 344
14101 Industrial Park Boulevard Covington, GA 285 1,658 549
801-804 Blacklawn Road Conyers, GA 361 2,095 767
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 2,813 230
4051 Southmeadow Parkway Atlanta, GA 726 4,130 1,149
4071 Southmeadow Parkway Atlanta, GA 750 4,460 981
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,891
370 Great Southwest Parkway (i) Atlanta, GA 527 2,984 716
955 Cobb Place Kennesaw, GA 780 4,420 530
220 Greenwood Court McDonough, GA 2,015 - 8,819
1255 Oakbrook Drive Norcross, GA 195 1,107 71
1256 Oakbrook Drive Norcross, GA 336 1,907 235
1265 Oakbrook Drive Norcross, GA 307 1,742 160
1266 Oakbrook Drive Norcross, GA 234 1,326 39
1275 Oakbrook Drive Norcross, GA 400 2,269 85
1280 Oakbrook Drive Norcross, GA 281 1,592 188
1300 Oakbrook Drive Norcross, GA 420 2,381 43
1325 Oakbrook Drive Norcross, GA 332 1,879 137
1351 Oakbrook Drive Norcross, GA 370 2,099 105
1346 Oakbrook Drive Norcross, GA 740 4,192 84
1412 Oakbrook Drive Norcross, GA 313 1,776 65
7800 The Bluffs (s) Austell, GA 490 2,415 375
3060 South Park Blvd Ellenwood, GA 1,600 12,464 919
BALTIMORE
3431 Benson Baltimore, MD 553 3,062 111
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 1,490
1820 Portal Baltimore, MD (f) 884 4,891 455
4845 Governers Way Frederick, MD 810 4,487 304
8900 Yellow Brick Road Baltimore, MD 447 2,473 368
7476 New Ridge Hanover, MD 394 2,182 208
8779 Greenwood Place Savage, MD 704 3,896 679
1350 Blair Drive Odenton, MD 301 1,706 244
1360 Blair Drive Odenton, MD 321 1,820 85
1370 Blair Drive Odenton, MD 381 2,161 125
9020 Mendenhall Court Columbia, MD 530 3,001 227
504 Advantage Way (s) Aberdeen, MD 2,799 15,864 368
9700 Martin Luther King Hwy (s) Lanham, MD 700 1,920 281
9730 Martin Luther King Hwy (s) Lanham, MD 500 955 479
4600 Boston Way Lanham, MD 1,400 2,482 239
4621 Boston Way (s) Lanham, MD 1,100 3,070 174
4720 Boston Way (s) Lanham, MD 1,200 2,174 550
4700 Boston Way Lanham, MD 820 907 318
9800 Martin Luther King Hwy Lanham, MD 1,200 2,457 543
CENTRAL PENNSYLVANIA
16522 Hunters Green Parkway Hagerstown, MD (g) 1,390 13,104 3,881
CHICAGO
3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 1,114
6750 South Sayre Avenue Bedford Park, IL 224 1,309 431
585 Slawin Court Mount Prospect, IL 611 3,505 153
2300 Windsor Court Addison, IL 688 3,943 659
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
----------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- ------------------ ----- -------------- ------ ------------ ----------- -------------
ATLANTA
1650 GA Highway 155 McDonough, GA 788 4,888 5,676 1,294 1991 (o)
14101 Industrial Park Boulevard Covington, GA 285 2,207 2,492 471 1984 (o)
801-804 Blacklawn Road Conyers, GA 361 2,862 3,223 749 1982 (o)
1665 Dogwood Drive Conyers, GA 635 3,895 4,530 942 1973 (o)
1715 Dogwood Drive Conyers, GA 288 1,920 2,208 525 1973 (o)
11235 Harland Drive Covington, GA 125 809 934 199 1988 (o)
4050 Southmeadow Parkway Atlanta, GA 425 3,019 3,444 724 1991 (o)
4051 Southmeadow Parkway Atlanta, GA 726 5,279 6,005 1,162 1989 (o)
4071 Southmeadow Parkway Atlanta, GA 828 5,363 6,191 1,311 1991 (o)
3312 N. Berkeley Lake Road Duluth, GA 3,052 18,420 21,472 3,703 1969 (o)
370 Great Southwest Parkway (i) Atlanta, GA 546 3,680 4,226 858 1986 (o)
955 Cobb Place Kennesaw, GA 804 4,926 5,730 745 1991 (o)
220 Greenwood Court McDonough, GA 1,700 9,134 10,834 476 2000 (o)
1255 Oakbrook Drive Norcross, GA 197 1,177 1,374 70 1984 (o)
1256 Oakbrook Drive Norcross, GA 339 2,140 2,478 134 1984 (o)
1265 Oakbrook Drive Norcross, GA 309 1,901 2,210 111 1984 (o)
1266 Oakbrook Drive Norcross, GA 235 1,363 1,599 82 1984 (o)
1275 Oakbrook Drive Norcross, GA 403 2,351 2,754 140 1986 (o)
1280 Oakbrook Drive Norcross, GA 283 1,778 2,061 102 1986 (o)
1300 Oakbrook Drive Norcross, GA 423 2,422 2,845 146 1986 (o)
1325 Oakbrook Drive Norcross, GA 334 2,014 2,348 116 1986 (o)
1351 Oakbrook Drive Norcross, GA 373 2,201 2,574 138 1984 (o)
1346 Oakbrook Drive Norcross, GA 744 4,271 5,015 257 1985 (o)
1412 Oakbrook Drive Norcross, GA 315 1,840 2,155 110 1985 (o)
7800 The Bluffs (s) Austell, GA 495 2,785 3,280 65 1995 (o)
3060 South Park Blvd Ellenwood, GA 1,603 13,380 14,983 305 1992 (o)
BALTIMORE
3431 Benson Baltimore, MD 562 3,164 3,726 453 1988 (o)
1801 Portal Baltimore, MD 271 1,542 1,813 227 1987 (o)
1811 Portal Baltimore, MD 354 2,125 2,478 390 1987 (o)
1831 Portal Baltimore, MD 290 1,916 2,206 351 1990 (o)
1821 Portal Baltimore, MD 468 3,833 4,301 845 1986 (o)
1820 Portal Baltimore, MD 899 5,330 6,230 751 1982 (o)
4845 Governers Way Frederick, MD 824 4,777 5,601 667 1988 (o)
8900 Yellow Brick Road Baltimore, MD 475 2,812 3,287 404 1982 (o)
7476 New Ridge Hanover, MD 401 2,383 2,784 352 1987 (o)
8779 Greenwood Place Savage, MD 727 4,552 5,279 513 1978 (o)
1350 Blair Drive Odenton, MD 314 1,937 2,251 178 1991 (o)
1360 Blair Drive Odenton, MD 331 1,894 2,225 142 1991 (o)
1370 Blair Drive Odenton, MD 394 2,273 2,667 177 1991 (o)
9020 Mendenhall Court Columbia, MD 536 3,221 3,757 176 1981 (o)
504 Advantage Way (s) Aberdeen, MD 2,802 16,229 19,031 253 1987/1992 (o)
9700 Martin Luther King Hwy (s) Lanham, MD 700 2,201 2,901 10 1980 (o)
9730 Martin Luther King Hwy (s) Lanham, MD 500 1,434 1,934 9 1980 (o)
4600 Boston Way Lanham, MD 1,400 2,721 4,121 22 1980 (o)
4621 Boston Way (s) Lanham, MD 1,100 3,244 4,344 23 1980 (o)
4720 Boston Way (s) Lanham, MD 1,200 2,724 3,924 10 1979 (o)
4700 Boston Way Lanham, MD 820 1,225 2,045 12 1979 (o)
9800 Martin Luther King Hwy Lanham, MD 1,200 3,000 4,200 17 1978 (o)
CENTRAL PENNSYLVANIA
16522 Hunters Green Parkway Hagerstown, MD 1,863 16,512 18,375 304 2000 (o)
CHICAGO
3600 West Pratt Avenue Lincolnwood, IL 1,050 6,881 7,931 1,630 1953/88 (o)
6750 South Sayre Avenue Bedford Park, IL 224 1,740 1,964 386 1975 (o)
585 Slawin Court Mount Prospect, IL 611 3,658 4,269 791 1992 (o)
2300 Windsor Court Addison, IL 696 4,594 5,290 1,352 1986 (o)
S-2
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
LOCATION (a) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- -------------------- ------------ ----- --------- --------------
3505 Thayer Court Aurora, IL 430 2,472 45
305-311 Era Drive Northbrook, IL 200 1,154 157
4330 South Racine Avenue Chicago, IL 448 1,893 520
12241 Melrose Street Franklin Park, IL 332 1,931 1,924
11939 S Central Avenue Alsip, IL 1,208 6,843 2,166
405 East Shawmut LaGrange, IL 368 2,083 160
1010-50 Sesame Street Bensenville, IL 979 5,546 1,531
5555 West 70th Place Bedford Park, IL 146 829 280
7401 South Pulaski Chicago, IL 664 3,763 1,311
7501 S. Pulaski Chicago, IL 360 2,038 1,016
385 Fenton Lane West Chicago, IL 868 4,918 567
335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 1,101
905 Paramount Batavia, IL 243 1,375 383
1005 Paramount Batavia, IL 282 1,600 360
2120-24 Roberts Broadview, IL 220 1,248 429
3575 Stern Avenue St. Charles, IL 431 2,386 50
3810 Stern Avenue St. Charles, IL 589 3,262 45
700 Business Center Drive Mount Prospect, IL 270 1,492 120
555 Business Center Drive Mount Prospect, IL 241 1,336 83
800 Business Center Drive Mount Prospect, IL 631 3,493 233
580 Slawin Court Mount Prospect, IL 233 1,292 140
1150 Feehanville Drive Mount Prospect, IL 260 1,437 117
1200 Business Center Drive Mount Prospect, IL 765 4,237 386
1331 Business Center Drive Mount Prospect, IL 235 1,303 136
19W661 101st Street Lemont, IL 1,200 6,643 153
19W751 101st Street Lemont, IL 789 4,368 224
175 Wall Street Glendale Heights, IL 427 2,363 43
800-820 Thorndale Avenue Bensenville, IL 751 4,159 66
830-890 Supreme Drive Bensenville, IL 671 3,714 165
1400-1436 Brook Drive Downers Grove, IL (h) 1,900 3,787 577
1661 Feehanville Drive Mount Prospect, IL 985 5,455 565
5100 West 70th Place (s) Bedford Park, IL 2,250 5,050 3,122
CINCINNATI
9900-9970 Princeton Cincinnati, OH 545 3,088 1,584
2940 Highland Avenue Cincinnati, OH 1,717 9,730 2,148
4700-4750 Creek Road Blue Ash, OH 1,080 6,118 1,017
12072 Best Place Springboro, OH 426 - 3,411
901 Pleasant Valley Drive Springboro, OH 304 1,721 301
4440 Mulhauser Road Cincinnati, OH 1,067 39 5,368
4434 Mulhauser Road Cincinnati, OH 444 16 4,519
9449 Glades Drive Hamilton, OH - - 4,813
420 Wards Corner Road (s) Loveland, OH 600 1,083 743
422 Wards Corner Road (s) Loveland, OH 600 1,811 551
10901 Kenwood (s) Blue Ash, OH 750 1,650 (50)
COLUMBUS
3800 Lockbourne Industrial
Pkwy (r) Columbus, OH 1,133 6,421 127
1819 North Walcutt Road (r) Columbus, OH 810 4,590 (566)
4300 Cemetery Road (r) Hillard, OH 1,103 6,248 (1,794)
4115 Leap Road (i) Hillard, OH 758 4,297 476
3300 Lockbourne Columbus, OH 708 3,920 1,107
DALLAS/FORT WORTH
1275-1281 Roundtable Drive Dallas, TX 148 839 28
2406-2416 Walnut Ridge Dallas, TX 178 1,006 286
12750 Perimeter Drive Dallas, TX 638 3,618 245
1324-1343 Roundtable Drive Dallas, TX 178 1,006 293
2401-2419 Walnut Ridge Dallas, TX 148 839 114
4248-4252 Simonton Farmers Ranch, TX 888 5,032 435
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 428
2179 Shiloh Road Garland, TX 251 1,424 127
2159 Shiloh Road Garland, TX 108 610 55
2701 Shiloh Road Garland, TX 818 4,636 1,228
12784 Perimeter Drive (j) Dallas, TX 350 1,986 576
3000 West Commerce Dallas, TX 456 2,584 530
3030 Hansboro Dallas, TX 266 1,510 476
5222 Cockrell Hill Dallas, TX 296 1,677 389
405-407 113th Arlington, TX 181 1,026 180
816 111th Street Arlington, TX 251 1,421 62
7341 Dogwood Park Richland Hills, TX 79 435 56
7427 Dogwood Park Richland Hills, TX 96 532 73
7348-54 Tower Street Richland Hills, TX 88 489 66
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
----------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- -------------------- ----- -------------- ------ ------------ ----------- -------------
3505 Thayer Court Aurora, IL 430 2,517 2,947 607 1989 (o)
305-311 Era Drive Northbrook, IL 205 1,307 1,511 338 1978 (o)
4330 South Racine Avenue Chicago, IL 468 2,393 2,861 1,688 1978 (o)
12241 Melrose Street Franklin Park, IL 469 3,718 4,187 817 1969 (o)
11939 S Central Avenue Alsip, IL 1,305 8,911 10,216 1,319 1972 (o)
405 East Shawmut LaGrange, IL 387 2,222 2,610 353 1965 (o)
1010-50 Sesame Street Bensenville, IL 1,048 7,007 8,056 890 1976 (o)
5555 West 70th Place Bedford Park, IL 157 1,098 1,255 163 1973 (o)
7401 South Pulaski Chicago, IL 669 5,069 5,738 837 1975/86 (o)
7501 S. Pulaski Chicago, IL 318 3,097 3,414 605 1975/86 (o)
385 Fenton Lane West Chicago, IL 884 5,468 6,353 860 1990 (o)
335 Crossroad Parkway Bolingbrook, IL 1,585 9,917 11,501 1,697 1996 (o)
905 Paramount Batavia, IL 252 1,749 2,001 259 1977 (o)
1005 Paramount Batavia, IL 293 1,950 2,243 293 1978 (o)
2120-24 Roberts Broadview, IL 231 1,666 1,897 306 1960 (o)
3575 Stern Avenue St. Charles, IL 436 2,431 2,867 187 1979/84 (o)
3810 Stern Avenue St. Charles, IL 596 3,301 3,897 254 1985 (o)
700 Business Center Drive Mount Prospect, IL 288 1,594 1,882 123 1980 (o)
555 Business Center Drive Mount Prospect, IL 252 1,409 1,661 109 1981 (o)
800 Business Center Drive Mount Prospect, IL 666 3,691 4,357 284 1988/99 (o)
580 Slawin Court Mount Prospect, IL 254 1,411 1,666 108 1985 (o)
1150 Feehanville Drive Mount Prospect, IL 273 1,541 1,814 125 1983 (o)
1200 Business Center Drive Mount Prospect, IL 814 4,575 5,388 389 1988/2000 (o)
1331 Business Center Drive Mount Prospect, IL 255 1,419 1,674 109 1985 (o)
19W661 101st Street Lemont, IL 1,200 6,795 7,995 378 1988 (o)
19W751 101st Street Lemont, IL 812 4,570 5,382 256 1991 (o)
175 Wall Street Glendale Heights, IL 433 2,400 2,833 115 1990 (o)
800-820 Thorndale Avenue Bensenville, IL 760 4,215 4,976 114 1985 (o)
830-890 Supreme Drive Bensenville, IL 679 3,871 4,550 119 1981 (o)
1400-1436 Brook Drive Downers Grove, IL 1,906 4,357 6,264 193 1972 (o)
1661 Feehanville Drive Mount Prospect, IL 1,044 5,961 7,005 452 1986 (o)
5100 West 70th Place (s) Bedford Park, IL 2,282 8,140 10,422 167 1978/1988 (o)
CINCINNATI
9900-9970 Princeton Cincinnati, OH 566 4,650 5,216 1,043 1970 (o)
2940 Highland Avenue Cincinnati, OH 1,772 11,823 13,595 2,460 1969/74 (o)
4700-4750 Creek Road Blue Ash, OH 1,109 7,105 8,214 1,662 1960 (o)
12072 Best Place Springboro, OH 443 3,394 3,837 677 1984 (o)
901 Pleasant Valley Drive Springboro, OH 316 2,010 2,326 377 1984/94 (o)
4440 Mulhauser Road Cincinnati, OH 655 5,819 6,474 853 1999 (o)
4434 Mulhauser Road Cincinnati, OH 463 4,515 4,978 555 1999 (o)
9449 Glades Drive Hamilton, OH 2 4,811 4,813 570 1999 (o)
420 Wards Corner Road (s) Loveland, OH 603 1,823 2,426 62 1985 (o)
422 Wards Corner Road (s) Loveland, OH 603 2,358 2,962 89 1985 (o)
10901 Kenwood (s) Blue Ash, OH 750 1,600 2,350 14 1960 (o)
COLUMBUS
3800 Lockbourne Industrial
Pkwy (r) Columbus, OH 1,045 6,636 7,681 1,697 1986 (o)
1819 North Walcutt Road (r) Columbus, OH 637 4,197 4,834 842 1973 (o)
4300 Cemetery Road (r) Hillard, OH 764 4,792 5,556 892 1968/83 (o)
4115 Leap Road (i) Hillard, OH 756 4,774 5,531 646 1977 (o)
3300 Lockbourne Columbus, OH 710 5,024 5,734 722 1964 (o)
DALLAS/FORT WORTH
1275-1281 Roundtable Drive Dallas, TX 117 897 1,015 158 1966 (o)
2406-2416 Walnut Ridge Dallas, TX 183 1,287 1,470 191 1978 (o)
12750 Perimeter Drive Dallas, TX 660 3,842 4,501 594 1979 (o)
1324-1343 Roundtable Drive Dallas, TX 184 1,293 1,477 247 1972 (o)
2401-2419 Walnut Ridge Dallas, TX 153 948 1,101 137 1978 (o)
4248-4252 Simonton Farmers Ranch, TX 920 5,435 6,355 874 1973 (o)
900-906 Great Southwest Pkwy Arlington, TX 270 1,737 2,007 238 1972 (o)
2179 Shiloh Road Garland, TX 256 1,545 1,802 241 1982 (o)
2159 Shiloh Road Garland, TX 110 663 773 106 1982 (o)
2701 Shiloh Road Garland, TX 923 5,759 6,682 863 1981 (o)
12784 Perimeter Drive (i) Dallas, TX 396 2,515 2,912 389 1981 (o)
3000 West Commerce Dallas, TX 469 3,101 3,570 436 1980 (o)
3030 Hansboro Dallas, TX 276 1,977 2,252 335 1971 (o)
5222 Cockrell Hill Dallas, TX 306 2,056 2,363 287 1973 (o)
405-407 113th Arlington, TX 185 1,201 1,386 245 1969 (o)
816 111th Street Arlington, TX 258 1,476 1,734 229 1972 (o)
7341 Dogwood Park Richland Hills, TX 84 486 570 61 1973 (o)
7427 Dogwood Park Richland Hills, TX 102 600 702 76 1973 (o)
7348-54 Tower Street Richland Hills, TX 94 549 643 71 1978 (o)
S-3
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(B) COMPLETION
LOCATION (A) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- -------------------- ------------ ----- --------- --------------
7370 Dogwood Park Richland Hills, TX 91 503 106
7339-41 Tower Street Richland Hills, TX 98 541 69
7437-45 Tower Street Richland Hills, TX 102 563 77
7331-59 Airport Freeway Richland Hills, TX 354 1,958 351
7338-60 Dogwood Park Richland Hills, TX 106 587 110
7450-70 Dogwood Park Richland Hills, TX 106 584 168
7423-49 Airport Freeway Richland Hills, TX 293 1,621 514
7400 Whitehall Street Richland Hills, TX 109 603 114
1602-1654 Terre Colony Dallas, TX 458 2,596 168
3330 Duncanville Road Dallas, TX 197 1,114 28
6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 330
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 3,944 110
2259 Merritt Drive Garland, TX 96 544 43
2260 Merritt Drive Garland, TX 319 1,806 42
2220 Merritt Drive Garland, TX 352 1,993 255
2010 Merritt Drive Garland, TX 350 1,981 159
2363 Merritt Drive Garland, TX 73 412 7
2447 Merritt Drive Garland, TX 70 395 7
2465-2475 Merritt Drive Garland, TX 91 514 9
2485-2505 Merritt Drive Garland, TX 431 2,440 87
17919 Waterview Parkway Dallas, TX 833 4,718 94
2081 Hutton Drive - Bldg 1 (j) Carrolton, TX 448 2,540 416
2150 Hutton Drive Carrolton, TX 192 1,089 244
2110 Hutton Drive Carrolton, TX 374 2,117 188
2025 McKenzie Drive Carrolton, TX 437 2,478 417
2019 McKenzie Drive Carrolton, TX 502 2,843 200
1420 Valwood Parkway -
Bldg 1 (i) Carrolton, TX 460 2,608 509
1620 Valwood Parkway (j) Carrolton, TX 1,089 6,173 1,093
1505 Luna Road - Bldg II Carrolton, TX 167 948 55
1625 West Crosby Road Carrolton, TX 617 3,498 764
2029-2035 McKenzie Drive Carrolton, TX 330 1,870 990
1840 Hutton Drive (i) Carrolton, TX 811 4,597 542
1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 327
2015 McKenzie Drive Carrolton, TX 510 2,891 344
2105 McDaniel Drive Carrolton, TX 502 2,844 727
2009 McKenzie Drive Carrolton, TX 476 2,699 344
1505 Luna Road - Bldg I Carrolton, TX 521 2,953 105
900-1100 Avenue S Grand Prairie, TX 623 3,528 321
15001 Trinity Blvd Ft. Worth, TX 529 2,998 36
Plano Crossing (k) Plano, TX 1,961 11,112 132
7413A-C Dogwood Park Richland Hills, TX 110 623 105
7450 Tower Street Richland Hills, TX 36 204 5
7436 Tower Street Richland Hills, TX 57 324 18
7501 Airport Freeway Richland Hills, TX 113 638 14
7426 Tower Street Richland Hills, TX 76 429 7
7427-7429 Tower Street Richland Hills, TX 75 427 14
2840-2842 Handley Ederville Rd Richland Hills, TX 112 635 14
7451-7477 Airport Freeway Richland Hills, TX 256 1,453 98
7415 Whitehall Street Richland Hills, TX 372 2,107 83
7450 Whitehall Street Richland Hills, TX 104 591 10
7430 Whitehall Street Richland Hills, TX 143 809 15
7420 Whitehall Street Richland Hills, TX 110 621 23
300 Wesley Way Richland Hills, TX 208 1,181 16
2104 Hutton Drive Carrolton, TX 246 1,393 59
Addison Tech Ctr - Bldg B Addison, TX 1,647 6,400 173
7337 Dogwood Park Richland Hills, TX 80 453 13
7334 Tower Street Richland Hills, TX 69 393 12
7451 Dogwood Park Richland Hills, TX 133 753 181
2821 Cullen Street Fort Worth, TX 71 404 5
1905 110th Street (s) Grand Prairie, TX 700 696 (171)
DAYTON
6094-6104 Executive Blvd Huber Heights, OH 181 1,025 207
6202-6220 Executive Blvd Huber Heights, OH 268 1,521 187
6268-6294 Executive Blvd Huber Heights, OH 255 1,444 285
5749-5753 Executive Blvd Huber Heights, OH 50 282 104
6230-6266 Executive Blvd Huber Heights, OH 271 1,534 548
2200-2224 Sandridge Road Moriane, OH 218 1,233 147
8119-8137 Uehling Lane Dayton, OH 103 572 69
DENVER
7100 North Broadway - 1 Denver, CO 201 1,141 357
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
---------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- -------------------- ------ ------------ ------ ------------ ----------- --------------
7370 Dogwood Park Richland Hills, TX 96 603 700 79 1987 (o)
7339-41 Tower Street Richland Hills, TX 104 604 708 80 1980 (o)
7437-45 Tower Street Richland Hills, TX 108 633 741 81 1977 (o)
7331-59 Airport Freeway Richland Hills, TX 372 2,291 2,663 363 1987 (o)
7338-60 Dogwood Park Richland Hills, TX 112 691 803 109 1978 (o)
7450-70 Dogwood Park Richland Hills, TX 112 746 857 128 1985 (o)
7423-49 Airport Freeway Richland Hills, TX 308 2,120 2,428 391 1985 (o)
7400 Whitehall Street Richland Hills, TX 115 711 827 142 1994 (o)
1602-1654 Terre Colony Dallas, TX 468 2,755 3,223 287 1981 (o)
3330 Duncanville Road Dallas, TX 199 1,139 1,338 92 1987 (o)
6851-6909 Snowden Road Fort Worth, TX 1,038 6,127 7,165 584 1985/86 (o)
2351-2355 Merritt Drive Garland, TX 103 639 741 63 1986 (o)
10575 Vista Park Dallas, TX 371 2,102 2,472 171 1988 (o)
701-735 North Plano Road Richardson, TX 705 4,045 4,750 331 1972/94 (o)
2259 Merritt Drive Garland, TX 97 586 683 78 1986 (o)
2260 Merritt Drive Garland, TX 323 1,844 2,167 149 1986/99 (o)
2220 Merritt Drive Garland, TX 356 2,244 2,600 169 1986/2000 (o)
2010 Merritt Drive Garland, TX 354 2,136 2,489 290 1986 (o)
2363 Merritt Drive Garland, TX 74 418 492 34 1986 (o)
2447 Merritt Drive Garland, TX 71 401 472 33 1986 (o)
2465-2475 Merritt Drive Garland, TX 92 522 614 42 1986 (o)
2485-2505 Merritt Drive Garland, TX 436 2,521 2,957 212 1986 (o)
17919 Waterview Parkway Dallas, TX 843 4,801 5,644 404 1987 (o)
2081 Hutton Drive - Bldg 1 (j) Carrolton, TX 453 2,951 3,404 271 1981 (o)
2150 Hutton Drive Carrolton, TX 194 1,331 1,525 125 1980 (o)
2110 Hutton Drive Carrolton, TX 377 2,301 2,678 190 1985 (o)
2025 McKenzie Drive Carrolton, TX 442 2,890 3,332 230 1985 (o)
2019 McKenzie Drive Carrolton, TX 507 3,039 3,545 237 1985 (o)
1420 Valwood Parkway -
Bldg 1 (i) Carrolton, TX 466 3,111 3,577 247 1986 (o)
1620 Valwood Parkway (j) Carrolton, TX 1,100 7,255 8,355 599 1986 (o)
1505 Luna Road - Bldg II Carrolton, TX 169 1,001 1,169 80 1988 (o)
1625 West Crosby Road Carrolton, TX 631 4,248 4,879 507 1988 (o)
2029-2035 McKenzie Drive Carrolton, TX 306 2,884 3,190 228 1985 (o)
1840 Hutton Drive (i) Carrolton, TX 819 5,132 5,951 375 1986 (o)
1420 Valwood Pkwy - Bldg II Carrolton, TX 377 2,440 2,817 185 1986 (o)
2015 McKenzie Drive Carrolton, TX 516 3,229 3,745 258 1986 (o)
2105 McDaniel Drive Carrolton, TX 507 3,566 4,073 242 1986 (o)
2009 McKenzie Drive Carrolton, TX 481 3,038 3,519 237 1987 (o)
1505 Luna Road - Bldg I Carrolton, TX 529 3,050 3,579 214 1988 (o)
900-1100 Avenue S Grand Prairie, TX 629 3,842 4,471 135 1985 (o)
15001 Trinity Blvd Ft. Worth, TX 534 3,029 3,563 101 1984 (o)
Plano Crossing (k) Plano, TX 1,981 11,224 13,204 374 1998 (o)
7413A-C Dogwood Park Richland Hills, TX 111 727 838 21 1990 (o)
7450 Tower Street Richland Hills, TX 36 208 245 7 1977 (o)
7436 Tower Street Richland Hills, TX 58 342 400 13 1979 (o)
7501 Airport Freeway Richland Hills, TX 115 649 764 20 1983 (o)
7426 Tower Street Richland Hills, TX 76 435 511 14 1978 (o)
7427-7429 Tower Street Richland Hills, TX 76 440 516 14 1981 (o)
2840-2842 Handley Ederville Rd Richland Hills, TX 113 648 762 21 1977 (o)
7451-7477 Airport Freeway Richland Hills, TX 259 1,548 1,807 63 1984 (o)
7415 Whitehall Street Richland Hills, TX 375 2,186 2,561 76 1986 (o)
7450 Whitehall Street Richland Hills, TX 105 600 705 19 1978 (o)
7430 Whitehall Street Richland Hills, TX 144 822 966 26 1985 (o)
7420 Whitehall Street Richland Hills, TX 111 643 754 22 1985 (o)
300 Wesley Way Richland Hills, TX 211 1,196 1,406 38 1995 (o)
2104 Hutton Drive Carrolton, TX 249 1,449 1,698 116 1990 (o)
Addison Tech Ctr - Bldg B Addison, TX 1,647 6,573 8,220 245 2001 (o)
7337 Dogwood Park Richland Hills, TX 81 466 547 15 1975 (o)
7334 Tower Street Richland Hills, TX 70 405 475 13 1975 (o)
7451 Dogwood Park Richland Hills, TX 134 932 1,066 52 1977 (o)
2821 Cullen Street Fort Worth, TX 72 409 481 13 1961 (o)
1905 110th Street (s) Grand Prairie, TX 705 520 1,225 35 1974 (o)
DAYTON
6094-6104 Executive Blvd Huber Heights, OH 184 1,230 1,413 284 1975 (o)
6202-6220 Executive Blvd Huber Heights, OH 275 1,701 1,976 325 1996 (o)
6268-6294 Executive Blvd Huber Heights, OH 262 1,722 1,983 370 1989 (o)
5749-5753 Executive Blvd Huber Heights, OH 53 383 436 101 1975 (o)
6230-6266 Executive Blvd Huber Heights, OH 280 2,072 2,353 539 1979 (o)
2200-2224 Sandridge Road Moriane, OH 223 1,373 1,597 241 1983 (o)
8119-8137 Uehling Lane Dayton, OH 103 641 744 86 1978 (o)
DENVER
7100 North Broadway - 1 Denver, CO 215 1,484 1,700 300 1978 (o)
S-4
COSTS
CAPITALIZED
SUBSEQUENT TO
(b) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (a) ---------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- ------------------- ------------ ----- --------- --------------
7100 North Broadway - 2 Denver, CO 203 1,150 321
7100 North Broadway - 3 Denver, CO 139 787 199
7100 North Broadway - 5 Denver, CO 180 1,018 183
7100 North Broadway - 6 Denver, CO 269 1,526 397
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 564
5454 Washington Denver, CO 154 873 244
700 West 48th Street Denver, CO 302 1,711 197
702 West 48th Street Denver, CO 135 763 190
6425 North Washington Denver, CO 374 2,118 315
3370 North Peoria Street Aurora, CO 163 924 192
3390 North Peoria Street Aurora, CO 145 822 87
3508-3538 North Peoria Street Aurora, CO 260 1,472 405
3568 North Peoria Street Aurora, CO 222 1,260 256
4785 Elati Denver, CO 173 981 249
4770 Fox Street Denver, CO 132 750 60
1550 W. Evans Denver, CO 388 2,200 401
3751-71 Revere Street Denver, CO 262 1,486 72
3871 Revere Denver, CO 361 2,047 106
4570 Ivy Street Denver, CO 219 1,239 264
5855 Stapleton Drive North Denver, CO 288 1,630 218
5885 Stapleton Drive North Denver, CO 376 2,129 248
5977-5995 North Broadway Denver, CO 268 1,518 96
2952-5978 North Broadway Denver, CO 414 2,346 596
6400 North Broadway Denver, CO 318 1,804 107
4721 Ironton Street Denver, CO 232 1,313 1,532
7100 North Broadway - 7 Denver, CO 215 1,221 268
7100 North Broadway - 8 Denver, CO 79 448 206
6804 East 48th Avenue Denver, CO 253 1,435 164
445 Bryant Street Denver, CO 1,831 10,219 1,579
East 47th Drive - A Denver, CO 474 2,689 154
9500 West 49th Street - A Wheatridge, CO 283 1,625 16
9500 West 49th Street - B Wheatridge, CO 225 1,272 31
9500 West 49th Street - C Wheatridge, CO 602 3,409 96
9500 West 49th Street - D Wheatridge, CO 271 1,537 232
8100 South Park Way - A Littleton, CO 442 2,507 350
8100 South Park Way - B Littleton, CO 103 582 281
8100 South Park Way - C Littleton, CO 568 3,219 200
451-591 East 124th Avenue Littleton, CO 383 2,145 477
608 Garrison Street Lakewood, CO 265 1,501 406
610 Garrison Street Lakewood, CO 264 1,494 377
1111 West Evans (A&C) Denver, CO 233 1,321 126
1111 West Evans (B) Denver, CO 30 169 25
15000 West 6th Avenue Golden, CO 913 5,174 700
14998 West 6th Avenue Bldg E Golden, CO 565 3,199 199
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 216
12503 East Euclid Drive Denver, CO 1,219 6,905 627
6547 South Racine Circle Denver, CO 748 4,241 303
7800 East Iliff Avenue Denver, CO 188 1,067 73
2369 South Trenton Way Denver, CO 292 1,656 232
2422 S. Trenton Way Denver, CO 241 1,364 198
2452 South Trenton Way Denver, CO 421 2,386 128
1600 South Abilene Aurora, CO 465 2,633 80
1620 South Abilene Aurora, CO 268 1,520 122
1640 South Abilene Aurora, CO 368 2,085 142
13900 East Florida Ave Aurora, CO 189 1,071 64
14401-14492 East 33rd Place Aurora, CO 445 2,519 176
11701 East 53rd Avenue Denver, CO 416 2,355 66
5401 Oswego Street Denver, CO 273 1,547 349
3811 Joliet Denver, CO 735 4,166 174
2630 West 2nd Avenue Denver, CO 51 286 5
2650 West 2nd Avenue Denver, CO 221 1,252 59
14818 West 6th Avenue Bldg A Golden, CO 494 2,799 312
14828 West 6th Avenue Bldg B Golden, CO 519 2,942 579
12055 E 49th Ave/4955 Peoria Denver, CO 298 1,688 352
4940-4950 Paris Denver, CO 152 861 123
4970 Paris Denver, CO 95 537 42
5010 Paris Denver, CO 89 505 224
7367 South Revere Parkway Englewood, CO 926 5,124 191
10311 W. Hampden Ave. Lakewood, CO 577 2,984 359
8200 East Park Meadows Drive (i) Lone Tree, CO 1,297 7,348 637
3250 Quentin (i) Aurora, CO 1,220 6,911 409
11585 E. 53rd Ave. (i) Denver, CO 1,770 10,030 305
10500 East 54th Ave. (j) Denver, CO 1,253 7,098 411
8820 W. 116th Street (s) Broomfield, CO 338 1,918 11
8835 W. 116th Street (s) Broomfield, CO 1,151 6,523 8
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- ------------------- ----- ------------ ------ ------------ ----------- -------------
7100 North Broadway - 2 Denver, CO 204 1,470 1,673 333 1978 (o)
7100 North Broadway - 3 Denver, CO 140 985 1,125 202 1978 (o)
7100 North Broadway - 5 Denver, CO 178 1,203 1,381 297 1978 (o)
7100 North Broadway - 6 Denver, CO 271 1,921 2,192 388 1978 (o)
20100 East 32nd Avenue Parkway Aurora, CO 314 2,470 2,785 666 1997 (o)
5454 Washington Denver, CO 156 1,115 1,271 208 1985 (o)
700 West 48th Street Denver, CO 307 1,903 2,210 348 1984 (o)
702 West 48th Street Denver, CO 139 948 1,087 191 1984 (o)
6425 North Washington Denver, CO 385 2,421 2,806 426 1983 (o)
3370 North Peoria Street Aurora, CO 163 1,116 1,279 303 1978 (o)
3390 North Peoria Street Aurora, CO 147 908 1,054 158 1978 (o)
3508-3538 North Peoria Street Aurora, CO 264 1,874 2,137 300 1978 (o)
3568 North Peoria Street Aurora, CO 225 1,514 1,738 289 1978 (o)
4785 Elati Denver, CO 175 1,228 1,403 246 1972 (o)
4770 Fox Street Denver, CO 134 808 942 146 1972 (o)
1550 W. Evans Denver, CO 385 2,603 2,988 409 1975 (o)
3751-71 Revere Street Denver, CO 267 1,554 1,821 265 1980 (o)
3871 Revere Denver, CO 368 2,146 2,514 329 1980 (o)
4570 Ivy Street Denver, CO 220 1,501 1,721 326 1985 (o)
5855 Stapleton Drive North Denver, CO 290 1,846 2,136 302 1985 (o)
5885 Stapleton Drive North Denver, CO 380 2,372 2,753 395 1985 (o)
5977-5995 North Broadway Denver, CO 271 1,611 1,882 266 1978 (o)
2952-5978 North Broadway Denver, CO 422 2,935 3,357 510 1978 (o)
6400 North Broadway Denver, CO 325 1,905 2,230 303 1982 (o)
4721 Ironton Street Denver, CO 236 2,840 3,076 489 1969 (o)
7100 North Broadway - 7 Denver, CO 217 1,487 1,704 309 1985 (o)
7100 North Broadway - 8 Denver, CO 80 653 733 174 1985 (o)
6804 East 48th Avenue Denver, CO 256 1,597 1,853 248 1973 (o)
445 Bryant Street Denver, CO 1,829 11,800 13,629 1,855 1960 (o)
East 47th Drive - A Denver, CO 441 2,876 3,317 642 1997 (o)
9500 West 49th Street - A Wheatridge, CO 286 1,638 1,924 292 1997 (o)
9500 West 49th Street - B Wheatridge, CO 226 1,302 1,528 208 1997 (o)
9500 West 49th Street - C Wheatridge, CO 600 3,507 4,107 571 1997 (o)
9500 West 49th Street - D Wheatridge, CO 246 1,794 2,040 458 1997 (o)
8100 South Park Way - A Littleton, CO 423 2,876 3,298 748 1997 (o)
8100 South Park Way - B Littleton, CO 104 862 966 239 1984 (o)
8100 South Park Way - C Littleton, CO 575 3,412 3,987 523 1984 (o)
451-591 East 124th Avenue Littleton, CO 383 2,622 3,005 381 1979 (o)
608 Garrison Street Lakewood, CO 267 1,905 2,172 302 1984 (o)
610 Garrison Street Lakewood, CO 266 1,869 2,135 318 1984 (o)
1111 West Evans (A&C) Denver, CO 236 1,444 1,679 223 1986 (o)
1111 West Evans (B) Denver, CO 30 194 224 31 1986 (o)
15000 West 6th Avenue Golden, CO 916 5,872 6,788 1,034 1985 (o)
14998 West 6th Avenue Bldg E Golden, CO 568 3,395 3,963 576 1995 (o)
14998 West 6th Avenue Bldg F Englewood, CO 271 1,740 2,010 378 1995 (o)
12503 East Euclid Drive Denver, CO 1,208 7,543 8,751 1,418 1986 (o)
6547 South Racine Circle Denver, CO 739 4,554 5,293 961 1996 (o)
7800 East Iliff Avenue Denver, CO 190 1,138 1,328 187 1983 (o)
2369 South Trenton Way Denver, CO 294 1,886 2,180 355 1983 (o)
2422 S. Trenton Way Denver, CO 243 1,560 1,803 245 1983 (o)
2452 South Trenton Way Denver, CO 426 2,509 2,935 414 1983 (o)
1600 South Abilene Aurora, CO 467 2,711 3,178 430 1986 (o)
1620 South Abilene Aurora, CO 270 1,640 1,911 303 1986 (o)
1640 South Abilene Aurora, CO 382 2,213 2,595 358 1986 (o)
13900 East Florida Ave Aurora, CO 190 1,134 1,324 193 1986 (o)
14401-14492 East 33rd Place Aurora, CO 440 2,699 3,139 471 1979 (o)
11701 East 53rd Avenue Denver, CO 422 2,414 2,836 381 1985 (o)
5401 Oswego Street Denver, CO 278 1,891 2,169 330 1985 (o)
3811 Joliet Denver, CO 752 4,324 5,076 535 1977 (o)
2630 West 2nd Avenue Denver, CO 51 291 342 46 1970 (o)
2650 West 2nd Avenue Denver, CO 223 1,310 1,532 221 1970 (o)
14818 West 6th Avenue Bldg A Golden, CO 468 3,136 3,605 618 1985 (o)
14828 West 6th Avenue Bldg B Golden, CO 503 3,536 4,039 672 1985 (o)
12055 E 49th Ave/4955 Peoria Denver, CO 305 2,033 2,338 410 1984 (o)
4940-4950 Paris Denver, CO 156 981 1,136 144 1984 (o)
4970 Paris Denver, CO 97 576 673 96 1984 (o)
5010 Paris Denver, CO 91 727 818 93 1984 (o)
7367 South Revere Parkway Englewood, CO 934 5,307 6,241 828 1997 (o)
10311 W. Hampden Ave. Lakewood, CO 578 3,342 3,920 491 1999 (o)
8200 East Park Meadows Drive (i) Lone Tree, CO 1,304 7,978 9,282 670 1984 (o)
3250 Quentin (i) Aurora, CO 1,230 7,309 8,539 595 1984/2000 (o)
11585 E. 53rd Ave. (i) Denver, CO 1,780 10,325 12,105 595 1984 (o)
10500 East 54th Ave. (j) Denver, CO 1,260 7,501 8,761 435 1986 (o)
8820 W. 116th Street (s) Broomfield, CO 338 1,928 2,266 - 2001 (o)
8835 W. 116th Street (s) Broomfield, CO 1,152 6,530 7,682 - 2002 (o)
S-5
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(B) COMPLETION
LOCATION (A) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- ------------------- ------------ ----- --------- --------------
DETROIT
238 Executive Drive Troy, MI 52 173 562
256 Executive Drive Troy, MI 44 146 442
301 Executive Drive Troy, MI 71 293 614
449 Executive Drive Troy, MI 125 425 1,037
501 Executive Drive Troy, MI 71 236 644
451 Robbins Drive Troy, MI 96 448 1,001
1035 Crooks Road Troy, MI 114 414 626
1095 Crooks Road Troy, MI 331 1,017 1,033
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 50 196 574
1821 Northwood Drive Troy, MI 132 523 743
1826 Northwood Drive Troy, MI 55 208 394
1864 Northwood Drive Troy, MI 57 190 470
2277 Elliott Avenue Troy, MI 48 188 531
2451 Elliott Avenue Troy, MI 78 319 838
2730 Research Drive Rochester Hills, MI 915 4,215 747
2791 Research Drive Rochester Hills, MI 557 2,731 443
2871 Research Drive Rochester Hills, MI 324 1,487 378
2911 Research Drive Rochester Hills, MI 505 2,136 398
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 178 819 303
23014 Commerce Drive Farmington Hills, MI 39 203 211
23028 Commerce Drive Farmington Hills, MI 98 507 439
23035 Commerce Drive Farmington Hills, MI 71 355 215
23042 Commerce Drive Farmintgon Hills, MI 67 277 331
23065 Commerce Drive Farmington Hills, MI 71 408 217
23070 Commerce Drive Farmington Hills, MI 112 442 690
23079 Commerce Drive Farmington Hills, MI 68 301 237
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
23370 Commerce Drive Farmington Hills, MI 59 233 166
32450 N Avis Drive Madison Heights, MI 281 1,590 547
12050-12300 Hubbard (i) Livonia, MI 425 2,410 690
38300 Plymouth Road Livonia, MI 729 - 4,802
12707 Eckles Road Plymouth Township, MI 255 1,445 110
9300-9328 Harrison Rd Romulus, MI 147 834 376
9330-9358 Harrison Rd Romulus, MI 81 456 315
28420-28448 Highland Rd Romulus, MI 143 809 294
28450-28478 Highland Rd Romulus, MI 81 461 391
28421-28449 Highland Rd Romulus, MI 109 617 372
28451-28479 Highland Rd Romulus, MI 107 608 206
28825-28909 Highland Rd Romulus, MI 70 395 275
28933-29017 Highland Rd Romulus, MI 112 634 240
28824-28908 Highland Rd Romulus, MI 134 760 400
28932-29016 Highland Rd Romulus, MI 123 694 278
9710-9734 Harrison Rd Romulus, MI 125 706 173
9740-9772 Harrison Rd Romulus, MI 132 749 244
9840-9868 Harrison Rd Romulus, MI 144 815 201
9800-9824 Harrison Rd Romulus, MI 117 664 199
29265-29285 Airport Dr Romulus, MI 140 794 293
29185-29225 Airport Dr Romulus, MI 140 792 332
29149-29165 Airport Dr Romulus, MI 216 1,225 340
29101-29115 Airport Dr Romulus, MI 130 738 279
29031-29045 Airport Dr Romulus, MI 124 704 162
29050-29062 Airport Dr Romulus, MI 127 718 205
29120-29134 Airport Dr Romulus, MI 161 912 499
29200-29214 Airport Dr Romulus, MI 170 963 348
9301-9339 Middlebelt Rd Romulus, MI 124 703 181
26980 Trolley Industrial Drive Taylor, MI 450 2,550 1,015
32975 Capitol Avenue Livonia, MI 135 748 292
2725 S. Industrial Highway Ann Arbor, MI 660 3,654 543
32920 Capitol Avenue Livonia, MI 76 422 86
11862 Brookfield Avenue Livonia, MI 85 471 128
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- ------------------- ----- ------------ ------ ------------ ----------- -------------
DETROIT
238 Executive Drive Troy, MI 100 687 787 466 1973 (o)
256 Executive Drive Troy, MI 85 547 632 386 1974 (o)
301 Executive Drive Troy, MI 133 845 978 625 1974 (o)
449 Executive Drive Troy, MI 218 1,369 1,587 876 1975 (o)
501 Executive Drive Troy, MI 129 822 951 425 1984 (o)
451 Robbins Drive Troy, MI 192 1,353 1,545 917 1975 (o)
1035 Crooks Road Troy, MI 143 1,011 1,154 596 1980 (o)
1095 Crooks Road Troy, MI 360 2,021 2,381 1,062 1986 (o)
1416 Meijer Drive Troy, MI 121 758 878 474 1980 (o)
1624 Meijer Drive Troy, MI 373 2,264 2,637 1,255 1984 (o)
1972 Meijer Drive Troy, MI 372 1,965 2,337 1,034 1985 (o)
1621 Northwood Drive Troy, MI 215 1,261 1,475 968 1977 (o)
1707 Northwood Drive Troy, MI 239 1,301 1,540 748 1983 (o)
1788 Northwood Drive Troy, MI 103 717 820 462 1977 (o)
1821 Northwood Drive Troy, MI 220 1,178 1,398 865 1977 (o)
1826 Northwood Drive Troy, MI 103 555 657 406 1977 (o)
1864 Northwood Drive Troy, MI 107 610 717 454 1977 (o)
2277 Elliott Avenue Troy, MI 104 663 767 432 1975 (o)
2451 Elliott Avenue Troy, MI 164 1,072 1,235 790 1974 (o)
2730 Research Drive Rochester Hills, MI 903 4,974 5,877 2,601 1988 (o)
2791 Research Drive Rochester Hills, MI 560 3,171 3,731 1,450 1991 (o)
2871 Research Drive Rochester Hills, MI 327 1,862 2,189 848 1991 (o)
2911 Research Drive Rochester Hills, MI 504 2,535 3,039 1,220 1992 (o)
3011 Research Drive Rochester Hills, MI 457 2,453 2,910 1,260 1988 (o)
2870 Technology Drive Rochester Hills, MI 279 1,495 1,774 767 1988 (o)
2900 Technology Drive Rochester Hills, MI 219 1,464 1,683 771 1992 (o)
2920 Technology Drive Rochester Hills, MI 153 821 974 381 1992 (o)
2930 Technology Drive Rochester Hills, MI 138 1,027 1,166 453 1991 (o)
2950 Technology Drive Rochester Hills, MI 185 1,115 1,300 553 1991 (o)
23014 Commerce Drive Farmington Hills, MI 56 397 453 219 1983 (o)
23028 Commerce Drive Farmington Hills, MI 125 919 1,044 579 1983 (o)
23035 Commerce Drive Farmington Hills, MI 93 548 641 299 1983 (o)
23042 Commerce Drive Farmintgon Hills, MI 89 586 675 352 1983 (o)
23065 Commerce Drive Farmington Hills, MI 93 603 696 335 1983 (o)
23070 Commerce Drive Farmington Hills, MI 125 1,119 1,244 657 1983 (o)
23079 Commerce Drive Farmington Hills, MI 79 526 606 282 1983 (o)
23093 Commerce Drive Farmington Hills, MI 295 1,728 2,023 967 1983 (o)
23135 Commerce Drive Farmington Hills, MI 158 972 1,130 501 1986 (o)
23163 Commerce Drive Farmington Hills, MI 138 804 943 417 1986 (o)
23177 Commerce Drive Farmington Hills, MI 254 1,675 1,929 952 1986 (o)
23206 Commerce Drive Farmington Hills, MI 137 1,144 1,282 749 1985 (o)
23370 Commerce Drive Farmington Hills, MI 66 391 458 256 1980 (o)
32450 N Avis Drive Madison Heights, MI 286 2,132 2,419 622 1974 (o)
12050-12300 Hubbard (i) Livonia, MI 428 3,098 3,526 856 1981 (o)
38300 Plymouth Road Livonia, MI 835 4,696 5,531 684 1997 (o)
12707 Eckles Road Plymouth Township, MI 267 1,543 1,810 286 1990 (o)
9300-9328 Harrison Rd Romulus, MI 154 1,203 1,357 220 1978 (o)
9330-9358 Harrison Rd Romulus, MI 85 767 852 211 1978 (o)
28420-28448 Highland Rd Romulus, MI 149 1,097 1,246 237 1979 (o)
28450-28478 Highland Rd Romulus, MI 85 848 934 229 1979 (o)
28421-28449 Highland Rd Romulus, MI 114 984 1,099 237 1980 (o)
28451-28479 Highland Rd Romulus, MI 112 809 921 189 1980 (o)
28825-28909 Highland Rd Romulus, MI 73 667 740 144 1981 (o)
28933-29017 Highland Rd Romulus, MI 117 869 987 225 1982 (o)
28824-28908 Highland Rd Romulus, MI 140 1,154 1,294 285 1982 (o)
28932-29016 Highland Rd Romulus, MI 128 967 1,095 259 1982 (o)
9710-9734 Harrison Rd Romulus, MI 130 874 1,004 187 1987 (o)
9740-9772 Harrison Rd Romulus, MI 138 986 1,124 248 1987 (o)
9840-9868 Harrison Rd Romulus, MI 151 1,010 1,160 211 1987 (o)
9800-9824 Harrison Rd Romulus, MI 123 858 981 215 1987 (o)
29265-29285 Airport Dr Romulus, MI 147 1,080 1,227 237 1983 (o)
29185-29225 Airport Dr Romulus, MI 146 1,117 1,264 246 1983 (o)
29149-29165 Airport Dr Romulus, MI 226 1,555 1,781 344 1984 (o)
29101-29115 Airport Dr Romulus, MI 136 1,011 1,147 214 1985 (o)
29031-29045 Airport Dr Romulus, MI 130 860 990 169 1985 (o)
29050-29062 Airport Dr Romulus, MI 133 917 1,050 208 1986 (o)
29120-29134 Airport Dr Romulus, MI 169 1,404 1,573 400 1986 (o)
29200-29214 Airport Dr Romulus, MI 178 1,303 1,480 253 1985 (o)
9301-9339 Middlebelt Rd Romulus, MI 130 879 1,009 167 1983 (o)
26980 Trolley Industrial Drive Taylor, MI 463 3,552 4,015 542 1997 (o)
32975 Capitol Avenue Livonia, MI 144 1,030 1,175 132 1978 (o)
2725 S. Industrial Highway Ann Arbor, MI 704 4,153 4,857 773 1997 (o)
32920 Capitol Avenue Livonia, MI 82 502 584 77 1973 (o)
11862 Brookfield Avenue Livonia, MI 91 593 684 93 1972 (o)
S-6
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(B) COMPLETION
LOCATION (A) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- --------------------- ------------ ----- --------- --------------
11923 Brookfield Avenue Livonia, MI 120 665 459
11965 Brookfield Avenue Livonia, MI 120 665 78
13405 Stark Road Livonia, MI 46 254 38
1170 Chicago Road Troy, MI 249 1,380 160
1200 Chicago Road Troy, MI 268 1,483 142
450 Robbins Drive Troy, MI 166 920 139
1230 Chicago Road Troy, MI 271 1,498 142
12886 Westmore Avenue Livonia, MI 190 1,050 199
12898 Westmore Avenue Livonia, MI 190 1,050 213
33025 Industrial Road Livonia, MI 80 442 92
47711 Clipper Street Plymouth Township, MI 539 2,983 265
32975 Industrial Road Livonia, MI 160 887 182
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 160 887 113
1775 Bellingham Troy, MI 344 1,902 299
1785 East Maple Troy, MI 92 507 84
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 1,762 267
6833 Center Drive Sterling Heights, MI 467 2,583 220
32201 North Avis Drive Madison Heights, MI 345 1,911 443
1100 East Mandoline Road Madison Heights, MI 888 4,915 1,258
30081 Stephenson Highway Madison Heights, MI 271 1,499 349
1120 John A. Papalas Drive (j) Lincoln Park, MI 586 3,241 596
4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 1,989
775 James L. Hart Parkway Ypsilanti, MI 348 1,536 864
1400 Allen Drive Troy, MI 209 1,154 120
1408 Allen Drive Troy, MI 151 834 171
1305 Stephenson Hwy Troy, MI 345 1,907 79
32505 Industrial Drive Madison Heights, MI 345 1,910 50
1799-1813 Northfield Drive (i) Rochester Hills, MI 481 2,665 122
GRAND RAPIDS
5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581
5015 52nd Street SE Grand Rapids, MI 234 1,321 109
HOUSTON
2102-2314 Edwards Street Houston, TX 348 1,973 973
4545 Eastpark Drive Houston, TX 235 1,331 663
3351 Rauch St Houston, TX 272 1,541 256
3851 Yale St Houston, TX 413 2,343 675
3337-3347 Rauch Street Houston, TX 227 1,287 309
8505 N Loop East Houston, TX 439 2,489 184
4749-4799 Eastpark Dr Houston, TX 594 3,368 829
4851 Homestead Road Houston, TX 491 2,782 894
3365-3385 Rauch Street Houston, TX 284 1,611 189
5050 Campbell Road Houston, TX 461 2,610 313
4300 Pine Timbers Houston, TX 489 2,769 543
7901 Blankenship Houston, TX 136 772 396
2500-2530 Fairway Park Drive Houston, TX 766 4,342 671
6550 Longpointe Houston, TX 362 2,050 476
1815 Turning Basin Dr Houston, TX 487 2,761 497
1819 Turning Basin Dr Houston, TX 231 1,308 419
1805 Turning Basin Drive Houston, TX 564 3,197 648
7000 Empire Drive Houston, TX 450 2,552 1,122
9777 West Gulfbank Drive Houston, TX 1,217 6,899 1,734
9835A Genard Road Houston, TX 1,505 8,333 2,991
9835B Genard Road Houston, TX 245 1,357 462
10161 Harwin Drive Houston, TX 505 2,861 676
10165 Harwin Drive Houston, TX 218 1,234 454
10175 Harwin Drive Houston, TX 267 1,515 395
10325-10415 Landsbury Drive (j) Houston, TX 696 3,854 91
8705 City Park Loop Houston, TX 710 2,983 196
15340 Vantage Parkway Houston, TX 179 394 (182)
15431 Vantage Parkway Houston, TX 179 394 300
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- --------------------- ----- ------------ ------ ------------ ----------- -------------
11923 Brookfield Avenue Livonia, MI 128 1,116 1,244 276 1973 (o)
11965 Brookfield Avenue Livonia, MI 128 734 863 112 1973 (o)
13405 Stark Road Livonia, MI 49 289 338 40 1980 (o)
1170 Chicago Road Troy, MI 266 1,523 1,789 213 1983 (o)
1200 Chicago Road Troy, MI 286 1,607 1,893 225 1984 (o)
450 Robbins Drive Troy, MI 178 1,047 1,225 159 1976 (o)
1230 Chicago Road Troy, MI 289 1,622 1,911 227 1996 (o)
12886 Westmore Avenue Livonia, MI 202 1,237 1,439 178 1981 (o)
12898 Westmore Avenue Livonia, MI 202 1,250 1,453 179 1981 (o)
33025 Industrial Road Livonia, MI 85 528 614 71 1980 (o)
47711 Clipper Street Plymouth Township, MI 575 3,212 3,787 450 1996 (o)
32975 Industrial Road Livonia, MI 171 1,058 1,229 158 1984 (o)
32985 Industrial Road Livonia, MI 147 878 1,025 119 1985 (o)
32995 Industrial Road Livonia, MI 171 1,056 1,227 147 1983 (o)
12874 Westmore Avenue Livonia, MI 147 877 1,023 120 1984 (o)
33067 Industrial Road Livonia, MI 171 989 1,160 145 1984 (o)
1775 Bellingham Troy, MI 367 2,178 2,545 364 1987 (o)
1785 East Maple Troy, MI 98 585 683 82 1985 (o)
1807 East Maple Troy, MI 342 1,953 2,295 274 1984 (o)
980 Chicago Troy, MI 220 1,230 1,450 172 1985 (o)
1840 Enterprise Drive Rochester Hills, MI 611 3,410 4,021 478 1990 (o)
1885 Enterprise Drive Rochester Hills, MI 223 1,254 1,477 176 1990 (o)
1935-55 Enterprise Drive Rochester Hills, MI 1,371 7,882 9,252 1,224 1990 (o)
5500 Enterprise Court Warren, MI 721 4,138 4,859 576 1989 (o)
750 Chicago Road Troy, MI 345 2,046 2,391 307 1986 (o)
800 Chicago Road Troy, MI 302 2,046 2,348 315 1985 (o)
850 Chicago Road Troy, MI 196 1,181 1,377 161 1984 (o)
2805 S. Industrial Highway Ann Arbor, MI 340 2,007 2,347 297 1990 (o)
6833 Center Drive Sterling Heights, MI 493 2,777 3,270 406 1998 (o)
32201 North Avis Drive Madison Heights, MI 349 2,351 2,700 374 1974 (o)
1100 East Mandoline Road Madison Heights, MI 897 6,164 7,061 908 1967 (o)
30081 Stephenson Highway Madison Heights, MI 274 1,845 2,119 263 1967 (o)
1120 John A. Papalas Drive (j) Lincoln Park, MI 593 3,830 4,423 646 1985 (o)
4872 S. Lapeer Road Lake Orion Twsp, MI 1,412 7,360 8,772 653 1999 (o)
775 James L. Hart Parkway Ypsilanti, MI 604 2,144 2,748 233 1999 (o)
1400 Allen Drive Troy, MI 212 1,270 1,483 97 1979 (o)
1408 Allen Drive Troy, MI 153 1,003 1,156 92 1979 (o)
1305 Stephenson Hwy Troy, MI 350 1,980 2,331 152 1979 (o)
32505 Industrial Drive Madison Heights, MI 351 1,954 2,305 151 1979 (o)
1799-1813 Northfield Drive (i) Rochester Hills, MI 490 2,778 3,268 218 1980 (o)
GRAND RAPIDS
5050 Kendrick Court SE Grand Rapids, MI 1,721 16,014 17,735 3,810 1988 (o)
5015 52nd Street SE Grand Rapids, MI 234 1,430 1,664 332 1987 (o)
HOUSTON
2102-2314 Edwards Street Houston, TX 382 2,912 3,294 611 1961 (o)
4545 Eastpark Drive Houston, TX 240 1,989 2,229 256 1972 (o)
3351 Rauch St Houston, TX 278 1,792 2,070 313 1970 (o)
3851 Yale St Houston, TX 425 3,007 3,431 415 1971 (o)
3337-3347 Rauch Street Houston, TX 233 1,591 1,823 325 1970 (o)
8505 N Loop East Houston, TX 449 2,663 3,113 394 1981 (o)
4749-4799 Eastpark Dr Houston, TX 611 4,181 4,791 616 1979 (o)
4851 Homestead Road Houston, TX 504 3,663 4,167 594 1973 (o)
3365-3385 Rauch Street Houston, TX 290 1,794 2,084 319 1970 (o)
5050 Campbell Road Houston, TX 470 2,913 3,383 453 1970 (o)
4300 Pine Timbers Houston, TX 499 3,300 3,800 513 1980 (o)
7901 Blankenship Houston, TX 140 1,164 1,304 238 1972 (o)
2500-2530 Fairway Park Drive Houston, TX 792 4,987 5,779 876 1974 (o)
6550 Longpointe Houston, TX 370 2,518 2,888 419 1980 (o)
1815 Turning Basin Dr Houston, TX 531 3,214 3,745 477 1980 (o)
1819 Turning Basin Dr Houston, TX 251 1,707 1,957 240 1980 (o)
1805 Turning Basin Drive Houston, TX 616 3,793 4,408 576 1980 (o)
7000 Empire Drive Houston, TX 452 3,672 4,124 791 1980 (o)
9777 West Gulfbank Drive Houston, TX 1,216 8,634 9,850 1,611 1980 (o)
9835A Genard Road Houston, TX 1,581 11,248 12,829 1,042 1980 (o)
9835B Genard Road Houston, TX 256 1,808 2,064 192 1980 (o)
10161 Harwin Drive Houston, TX 511 3,531 4,042 343 1979/1981 (o)
10165 Harwin Drive Houston, TX 220 1,685 1,906 233 1979/1981 (o)
10175 Harwin Drive Houston, TX 270 1,906 2,177 336 1979/1981 (o)
10325-10415 Landsbury Drive (j) Houston, TX 704 3,936 4,641 151 1982 (o)
8705 City Park Loop Houston, TX 714 3,176 3,889 101 1982 (o)
15340 Vantage Parkway Houston, TX 179 212 391 3 1984 (o)
15431 Vantage Parkway Houston, TX 179 694 873 3 1981 (o)
S-7
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
LOCATION (a) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- -------------------- ------------ ----- --------- --------------
15402 Vantage Parkway(s) Houston, TX 358 788 203
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 142 802 138
2402 North Shadeland Indianapolis, IN 466 2,640 385
7901 West 21st St. Indianapolis, IN 1,063 6,027 401
1445 Brookville Way Indianapolis, IN 459 2,603 738
1440 Brookville Way Indianapolis, IN 665 3,770 357
1240 Brookville Way Indianapolis, IN 247 1,402 300
1220 Brookville Way Indianapolis, IN 223 40 52
1345 Brookville Way Indianapolis, IN (c) 586 3,321 750
1350 Brookville Way Indianapolis, IN 205 1,161 200
1341 Sadlier Circle E Dr Indianapolis, IN (c) 131 743 193
1322-1438 Sadlier Circle E Dr Indianapolis, IN (c) 145 822 339
1327-1441 Sadlier Circle E Dr Indianapolis, IN (c) 218 1,234 388
1304 Sadlier Circle E Dr Indianapolis, IN (c) 71 405 162
1402 Sadlier Circle E Dr Indianapolis, IN (c) 165 934 337
1504 Sadlier Circle E Dr Indianapolis, IN (c) 219 1,238 266
1311 Sadlier Circle E Dr Indianapolis, IN (c) 54 304 114
1365 Sadlier Circle E Dr Indianapolis, IN (c) 121 688 240
1352-1354 Sadlier Circle E Dr Indianapolis, IN (c) 178 1,008 386
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 29
1230 Brookville Way Indianapolis, IN 103 586 51
6951 E 30th St Indianapolis, IN 256 1,449 305
6701 E 30th St Indianapolis, IN 78 443 43
6737 E 30th St Indianapolis, IN 385 2,181 434
1225 Brookville Way Indianapolis, IN 60 - 417
6555 E 30th St Indianapolis, IN 840 4,760 1,645
2432-2436 Shadeland Indianapolis, IN 212 1,199 422
8402-8440 E 33rd St Indianapolis, IN 222 1,260 644
8520-8630 E 33rd St Indianapolis, IN 326 1,848 603
8710-8768 E 33rd St Indianapolis, IN 175 993 442
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 440
3331 Raton Court Indianapolis, IN 138 802 217
6751 E 30th St Indianapolis, IN 728 2,837 271
6041 Guion Road Indianapolis, IN 123 678 5
8525 E. 33rd Street (s) Indianapolis, IN 1,300 2,091 694
5705-97 Park Plaza Ct. (s) Indianapolis, IN 600 2,194 612
9319-9341 Castlegate Drive (s) Indianapolis, IN 530 1,235 496
9332-9350 Castlegate Drive (s) Indianapolis, IN 420 646 348
9210 East 146th Street Noblesville, IN 552 684 464
6101-6119 Guion Road (s) Indianapolis, IN 400 661 176
LOS ANGELES
6407-6419 Alondra Blvd. Paramount, CA 137 774 85
6423-6431 Alondra Blvd. Paramount, CA 115 650 42
15101-15141 S. Figueroa St. (i) Los Angeles, CA 1,163 6,588 450
20816-18 Higgins Court Torrance, CA 74 419 31
21136 South Wilmington Ave Carson, CA 1,234 6,994 242
19914 Via Baron Way Rancho Dominguez, CA (d) 1,590 9,010 181
2035 E. Vista Bella Way Rancho Dominguez, CA (e) 1,382 7,829 343
14141 Alondra Blvd. Santa Fe Springs, CA 2,570 14,565 188
12616 Yukon Ave. Hawthorne, CA 685 3,884 89
3355 El Segundo Blvd (j) Hawthorne, CA 267 1,510 1,132
12621 Cerise Hawthorne, CA 413 2,344 (939)
333 Turnbull Canyon Road City of Industry, CA 2,700 1,824 314
42374 Avenida Alvarado (j) Temecula, CA 797 4,514 297
LOUISVILLE
9001 Cane Run Road Louisville, KY 524 - 5,577
7700 Trade Port Drive Louisville, KY 449 - 6,539
MILWAUKEE
6523 N Sydney Place Glendale, WI 172 976 209
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
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- -------------------- ----- ------------ ------ ------------ ----------- -------------
15402 Vantage Parkway(s) Houston, TX 358 991 1,349 7 1981 (o)
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 149 933 1,082 144 1970 (o)
2402 North Shadeland Indianapolis, IN 489 3,003 3,491 545 1970 (o)
7901 West 21st St. Indianapolis, IN 1,048 6,443 7,491 1,073 1985 (o)
1445 Brookville Way Indianapolis, IN 476 3,324 3,800 710 1989 (o)
1440 Brookville Way Indianapolis, IN 685 4,107 4,792 815 1990 (o)
1240 Brookville Way Indianapolis, IN 258 1,692 1,950 402 1990 (o)
1220 Brookville Way Indianapolis, IN 226 89 316 22 1990 (o)
1345 Brookville Way Indianapolis, IN 601 4,055 4,656 889 1992 (o)
1350 Brookville Way Indianapolis, IN 212 1,354 1,565 279 1994 (o)
1341 Sadlier Circle E Dr Indianapolis, IN 136 931 1,067 227 1971/1992 (o)
1322-1438 Sadlier Circle E Dr Indianapolis, IN 152 1,154 1,306 305 1971/1992 (o)
1327-1441 Sadlier Circle E Dr Indianapolis, IN 225 1,615 1,840 372 1992 (o)
1304 Sadlier Circle E Dr Indianapolis, IN 75 563 638 130 1971/1992 (o)
1402 Sadlier Circle E Dr Indianapolis, IN 171 1,265 1,436 271 1970/1992 (o)
1504 Sadlier Circle E Dr Indianapolis, IN 226 1,498 1,723 277 1971/1992 (o)
1311 Sadlier Circle E Dr Indianapolis, IN 57 414 471 128 1971/1992 (o)
1365 Sadlier Circle E Dr Indianapolis, IN 126 922 1,049 203 1971/1992 (o)
1352-1354 Sadlier Circle E Dr Indianapolis, IN 184 1,388 1,571 318 1970/1992 (o)
1335 Sadlier Circle E Dr Indianapolis, IN 85 579 664 122 1971/1992 (o)
1327 Sadlier Circle E Dr Indianapolis, IN 55 364 419 74 1971/1992 (o)
1425 Sadlier Circle E Dr Indianapolis, IN 23 144 166 28 1971/1992 (o)
1230 Brookville Way Indianapolis, IN 109 632 741 125 1995 (o)
6951 E 30th St Indianapolis, IN 265 1,745 2,010 483 1995 (o)
6701 E 30th St Indianapolis, IN 82 481 564 94 1995 (o)
6737 E 30th St Indianapolis, IN 398 2,601 3,000 568 1995 (o)
1225 Brookville Way Indianapolis, IN 68 409 477 72 1997 (o)
6555 E 30th St Indianapolis, IN 484 6,761 7,245 1,779 1969/1981 (o)
2432-2436 Shadeland Indianapolis, IN 230 1,603 1,833 340 1968 (o)
8402-8440 E 33rd St Indianapolis, IN 230 1,895 2,125 380 1977 (o)
8520-8630 E 33rd St Indianapolis, IN 336 2,442 2,777 486 1976 (o)
8710-8768 E 33rd St Indianapolis, IN 187 1,423 1,610 294 1979 (o)
3316-3346 N. Pagosa Court Indianapolis, IN 335 2,272 2,606 473 1977 (o)
3331 Raton Court Indianapolis, IN 138 1,019 1,157 196 1979 (o)
6751 E 30th St Indianapolis, IN 741 3,095 3,836 478 1997 (o)
6041 Guion Road Indianapolis, IN 124 682 806 20 1968 (o)
8525 E. 33rd Street (s) Indianapolis, IN 1,302 2,784 4,085 134 1978 (o)
5705-97 Park Plaza Ct. (s) Indianapolis, IN 607 2,799 3,406 115 1977 (o)
9319-9341 Castlegate Drive (s) Indianapolis, IN 544 1,717 2,261 10 1983 (o)
9332-9350 Castlegate Drive (s) Indianapolis, IN 429 985 1,414 8 1983 (o)
9210 East 146th Street Noblesville, IN 262 1,438 1,700 259 1978 (o)
6101-6119 Guion Road (s) Indianapolis, IN 401 836 1,237 19 1976 (o)
LOS ANGELES
6407-6419 Alondra Blvd. Paramount, CA 140 855 995 66 1985 (o)
6423-6431 Alondra Blvd. Paramount, CA 118 689 807 60 1985 (o)
15101-15141 S. Figueroa St. (i) Los Angeles, CA 1,175 7,025 8,200 549 1982 (o)
20816-18 Higgins Court Torrance, CA 75 449 524 32 1981 (o)
21136 South Wilmington Ave Carson, CA 1,246 7,224 8,470 461 1989 (o)
19914 Via Baron Way Rancho Dominguez, CA 1,616 9,165 10,781 355 1973 (o)
2035 E. Vista Bella Way Rancho Dominguez, CA 1,406 8,147 9,553 354 1972 (o)
14141 Alondra Blvd. Santa Fe Springs, CA 2,598 14,725 17,323 584 1969 (o)
12616 Yukon Ave. Hawthorne, CA 696 3,962 4,658 143 1987 (o)
3355 El Segundo Blvd (j) Hawthorne, CA 418 2,491 2,910 87 1959 (o)
12621 Cerise Hawthorne, CA 265 1,553 1,819 66 1959 (o)
333 Turnbull Canyon Road City of Industry, CA 2,700 2,138 4,838 12 1968/1985 (o)
42374 Avenida Alvarado (j) Temecula, CA 812 4,796 5,607 127 1987 (o)
LOUISVILLE
9001 Cane Run Road Louisville, KY 560 5,541 6,101 960 1998 (o)
7700 Trade Port Drive Louisville, KY 449 6,539 6,988 14 2001 (o)
MILWAUKEE
6523 N Sydney Place Glendale, WI 176 1,182 1,358 241 1978 (o)
8800 W Bradley Milwaukee, WI 388 2,263 2,651 426 1982 (o)
4560 N 124th Street Wauwatosa, WI 129 741 870 122 1976 (o)
4410-80 North 132nd Street Butler, WI 359 4,019 4,378 320 1999 (o)
MINNEAPOLIS/ST. PAUL
S-8
COSTS
CAPITALIZED
SUBSEQUENT TO
(b) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (a) ---------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- -------------------- ------------ ----- --------- --------------
6507-6545 Cecilia Circle Bloomington, MN 357 1,320 962
6201 West 111th Street Bloomington, MN 1,358 8,622 3,757
6403-6545 Cecilia Drive Bloomington, MN 366 1,363 911
6925-6943 Washington Avenue Edina, MN 117 504 900
6955-6973 Washington Avenue Edina, MN 117 486 587
7251-7267 Washington Avenue Edina, MN 129 382 517
7301-7325 Washington Avenue Edina, MN 174 391 575
7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,774
7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,583
9901 West 74th Street Eden Prairie, MN 621 3,289 2,963
12220-12222 Nicollet Avenue Burnsville, MN 105 425 372
12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 499
12224-12226 Nicollet Avenue Burnsville, MN 190 770 343
980 Lone Oak Road Eagan, MN 683 4,103 973
990 Lone Oak Road Eagan, MN 883 5,575 1,101
1030 Lone Oak Road Eagan, MN 456 2,703 613
1060 Lone Oak Road Eagan, MN 624 3,700 855
5400 Nathan Lane Plymouth, MN 749 4,461 783
10120 W 76th Street Eden Prairie, MN 315 1,804 1,474
7615 Golden Triangle Eden Prairie, MN 268 1,532 1,153
7625 Golden Triangle Eden Prairie, MN 415 2,375 1,009
2605 Fernbrook Lane North Plymouth, MN 443 2,533 526
12155 Nicollet Ave. Burnsville, MN 286 - 1,890
73rd Avenue North Brooklyn Park, MN 504 2,856 379
1905 W Country Road C Roseville, MN 402 2,278 260
2720 Arthur Street Roseville, MN 824 4,671 321
10205 51st Avenue North Plymouth, MN 180 1,020 126
4100 Peavey Road Chaska, MN 399 2,261 887
11300 Hamshire Ave South Bloomington, MN 527 2,985 1,828
375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741
5205 Highway 169 Plymouth, MN 446 2,525 1,133
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 1,440
7100-7198 Shady Oak Road Eden Prairie, MN 715 4,054 991
7500-7546 Washington Square Eden Prairie, MN 229 1,300 588
7550-7558 Washington Square Eden Prairie, MN 153 867 161
5240-5300 Valley Industrial
Blvd S Shakopee, MN 362 2,049 830
7125 Northland Terrace Brooklyn Park, MN 660 3,740 887
6900 Shady Oak Road Eden Prairie, MN 310 1,756 438
6477-6525 City West Parkway Eden Prairie, MN 810 4,590 491
1157 Valley Park Drive Shakopee, MN 760 - 6,127
500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 922
770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 510
800 Kasota Avenue SE Minneapolis, MN 524 2,971 656
2530-2570 Kasota Avenue St. Paul, MN 407 2,308 753
NASHVILLE
3099 Barry Drive Portland, TN 418 2,368 88
3150 Barry Drive Portland, TN 941 5,333 309
5599 Highway 31 West Portland, TN 564 3,196 81
1650 Elm Hill Pike Nashville, TN 329 1,867 153
1102 Appleton Drive Nashville, TN 154 873 64
1931 Air Lane Drive Nashville, TN 489 2,785 297
470 Metroplex Drive (i) Nashville, TN 619 3,507 1,356
1150 Antiock Pike Nashville, TN 661 3,748 317
4640 Cummings Park Nashville, TN 360 2,040 225
556 Metroplex Drive Nashville, TN 227 1,285 284
7600 Eastgate Blvd. Lebanon, TN 1,375 - 10,167
NORTHERN NEW JERSEY
9 Princess Road Lawrenceville, NJ 221 1,254 140
11 Princess Road Lawrenceville, NJ 491 2,780 576
15 Princess Road Lawrenceville, NJ 234 1,328 455
17 Princess Road Lawrenceville, NJ 342 1,936 81
220 Hanover Avenue Hanover, NJ 1,361 7,715 600
25 World's Fair Drive Franklin, NJ 285 1,616 208
14 World's Fair Drive Franklin, NJ 483 2,735 481
18 World's Fair Drive Franklin, NJ 123 699 84
23 World's Fair Drive Franklin, NJ 134 758 114
12 World's Fair Drive Franklin, NJ 572 3,240 392
49 Napoleon Court Franklin, NJ 230 1,306 90
22 World's Fair Drive Franklin, NJ 364 2,064 455
26 World's Fair Drive Franklin, NJ 361 2,048 212
24 World's Fair Drive Franklin, NJ 347 1,968 377
20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,815
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- -------------------- ----- ------------ ------ ------------ ----------- -------------
6507-6545 Cecilia Circle Bloomington, MN 386 2,252 2,639 1,289 1980 (o)
6201 West 111th Street Bloomington, MN 1,499 12,238 13,737 4,798 1987 (o)
6403-6545 Cecilia Drive Bloomington, MN 395 2,245 2,640 1,340 1980 (o)
6925-6943 Washington Avenue Edina, MN 237 1,285 1,521 1,043 1972 (o)
6955-6973 Washington Avenue Edina, MN 207 983 1,190 879 1972 (o)
7251-7267 Washington Avenue Edina, MN 182 846 1,028 751 1972 (o)
7301-7325 Washington Avenue Edina, MN 193 947 1,140 1,047 1972 (o)
7101 Winnetka Avenue North Brooklyn Park, MN 2,228 8,826 11,053 4,241 1990 (o)
7600 Golden Triangle Drive Eden Prairie, MN 615 2,928 3,543 1,862 1989 (o)
9901 West 74th Street Eden Prairie, MN 639 6,234 6,873 2,633 1983/88 (o)
12220-12222 Nicollet Avenue Burnsville, MN 114 789 902 366 1989/90 (o)
12250-12268 Nicollet Avenue Burnsville, MN 296 1,516 1,813 637 1989/90 (o)
12224-12226 Nicollet Avenue Burnsville, MN 207 1,096 1,303 467 1989/90 (o)
980 Lone Oak Road Eagan, MN 683 5,076 5,759 1,667 1992 (o)
990 Lone Oak Road Eagan, MN 873 6,686 7,559 2,031 1989 (o)
1030 Lone Oak Road Eagan, MN 456 3,316 3,772 757 1988 (o)
1060 Lone Oak Road Eagan, MN 624 4,555 5,180 1,274 1988 (o)
5400 Nathan Lane Plymouth, MN 757 5,236 5,994 1,135 1990 (o)
10120 W 76th Street Eden Prairie, MN 315 3,277 3,593 889 1987 (o)
7615 Golden Triangle Eden Prairie, MN 268 2,685 2,953 1,069 1987 (o)
7625 Golden Triangle Eden Prairie, MN 415 3,384 3,800 884 1987 (o)
2605 Fernbrook Lane North Plymouth, MN 445 3,057 3,502 894 1987 (o)
12155 Nicollet Ave. Burnsville, MN 288 1,888 2,176 471 1995 (o)
73rd Avenue North Brooklyn Park, MN 512 3,227 3,739 596 1995 (o)
1905 W Country Road C Roseville, MN 410 2,530 2,940 456 1993 (o)
2720 Arthur Street Roseville, MN 832 4,984 5,816 936 1995 (o)
10205 51st Avenue North Plymouth, MN 193 1,133 1,326 222 1990 (o)
4100 Peavey Road Chaska, MN 415 3,133 3,547 658 1988 (o)
11300 Hamshire Ave South Bloomington, MN 541 4,799 5,340 966 1983 (o)
375 Rivertown Drive Woodbury, MN 1,503 8,456 9,959 1,387 1996 (o)
5205 Highway 169 Plymouth, MN 739 3,364 4,103 748 1960 (o)
6451-6595 Citywest Parkway Eden Prairie, MN 538 4,402 4,940 1,181 1984 (o)
7100-7198 Shady Oak Road Eden Prairie, MN 736 5,025 5,761 701 1982/2002 (o)
7500-7546 Washington Square Eden Prairie, MN 235 1,882 2,117 270 1975 (o)
7550-7558 Washington Square Eden Prairie, MN 157 1,024 1,181 169 1975 (o)
5240-5300 Valley Industrial
Blvd S Shakopee, MN 371 2,869 3,240 585 1973 (o)
7125 Northland Terrace Brooklyn Park, MN 767 4,520 5,287 749 1996 (o)
6900 Shady Oak Road Eden Prairie, MN 340 2,164 2,504 346 1980 (o)
6477-6525 City West Parkway Eden Prairie, MN 819 5,071 5,891 862 1984 (o)
1157 Valley Park Drive Shakopee, MN 888 5,999 6,886 633 1997 (o)
500-530 Kasota Avenue SE Minneapolis, MN 432 3,259 3,691 498 1976 (o)
770-786 Kasota Avenue SE Minneapolis, MN 347 2,383 2,730 340 1976 (o)
800 Kasota Avenue SE Minneapolis, MN 597 3,554 4,151 541 1976 (o)
2530-2570 Kasota Avenue St. Paul, MN 465 3,003 3,468 617 1976 (o)
NASHVILLE
3099 Barry Drive Portland, TN 421 2,452 2,873 448 1995 (o)
3150 Barry Drive Portland, TN 981 5,602 6,583 1,016 1993 (o)
5599 Highway 31 West Portland, TN 571 3,270 3,841 595 1995 (o)
1650 Elm Hill Pike Nashville, TN 332 2,017 2,349 364 1984 (o)
1102 Appleton Drive Nashville, TN 154 937 1,091 155 1984 (o)
1931 Air Lane Drive Nashville, TN 493 3,078 3,571 565 1984 (o)
470 Metroplex Drive (i) Nashville, TN 626 4,857 5,483 1,038 1986 (o)
1150 Antiock Pike Nashville, TN 669 4,058 4,726 635 1987 (o)
4640 Cummings Park Nashville, TN 365 2,260 2,625 288 1986 (o)
556 Metroplex Drive Nashville, TN 231 1,566 1,796 139 1983 (o)
7600 Eastgate Blvd. Lebanon, TN 1,375 10,167 11,542 197 2002 (o)
NORTHERN NEW JERSEY
9 Princess Road Lawrenceville, NJ 234 1,381 1,615 241 1985 (o)
11 Princess Road Lawrenceville, NJ 516 3,330 3,846 612 1985 (o)
15 Princess Road Lawrenceville, NJ 247 1,771 2,018 437 1986 (o)
17 Princess Road Lawrenceville, NJ 345 2,013 2,358 363 1986 (o)
220 Hanover Avenue Hanover, NJ 1,420 8,257 9,677 1,393 1987 (o)
25 World's Fair Drive Franklin, NJ 297 1,813 2,109 309 1986 (o)
14 World's Fair Drive Franklin, NJ 503 3,196 3,699 597 1980 (o)
18 World's Fair Drive Franklin, NJ 129 776 905 121 1982 (o)
23 World's Fair Drive Franklin, NJ 140 865 1,005 159 1982 (o)
12 World's Fair Drive Franklin, NJ 593 3,611 4,204 580 1981 (o)
49 Napoleon Court Franklin, NJ 238 1,388 1,626 233 1982 (o)
22 World's Fair Drive Franklin, NJ 375 2,508 2,883 503 1983 (o)
26 World's Fair Drive Franklin, NJ 377 2,244 2,621 387 1984 (o)
24 World's Fair Drive Franklin, NJ 362 2,330 2,692 415 1984 (o)
20 World's Fair Drive Lot 13 Sumerset, NJ 691 2,133 2,824 375 1999 (o)
S-9
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
LOCATION (a) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- --------------------- ------------ ----- --------- --------------
10 New Maple Road Pine Brook, NJ 2,250 12,750 196
60 Chapin Road Pine Brook, NJ 2,123 12,028 1,845
45 Route 46 Pine Brook, NJ 969 5,491 421
43 Route 46 Pine Brook, NJ 474 2,686 397
39 Route 46 Pine Brook, NJ 260 1,471 131
26 Chapin Road Pine Brook, NJ 956 5,415 213
30 Chapin Road Pine Brook, NJ 960 5,440 249
20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 1,003
30 Hook Mountain Road Pine Brook, NJ 389 2,206 313
55 Route 46 Pine Brook, NJ 396 2,244 115
16 Chapin Rod Pine Brook, NJ 885 5,015 180
20 Chapin Road Pine Brook, NJ 1,134 6,426 284
Sayreville Lot 3 Sayreville, NJ - - 0
Sayreville Lot 4 Sayreville, NJ - - 4,244
400 Raritan Center Parkway Edison, NJ 829 4,722 325
300 Columbus Circle Edison, NJ 1,257 7,122 286
400 Apgar Franklin Township, NJ 780 4,420 411
500 Apgar Franklin Township, NJ 361 2,044 254
201 Circle Dr. North Piscataway, NJ 840 4,760 396
1 Pearl Ct. Allendale, NJ 623 3,528 181
2 Pearl Ct. Allendale, NJ 255 1,445 1,006
3 Pearl Ct. Allendale, NJ 440 2,491 189
4 Pearl Ct. Allendale, NJ 450 2,550 284
5 Pearl Ct. Allendale, NJ 505 2,860 369
59 Route 17 Allendale, NJ 518 2,933 145
PHILADELPHIA
90 Southland Drive Bethlehem, PA 570 2,047 619
PHOENIX
1045 South Edward Drive Tempe, AZ 390 2,160 86
46 N. 49th Ave. Phoenix, AZ 301 1,704 672
240 N. 48th Ave. Phoenix, AZ 510 1,913 (59)
220 N. 48th Ave. (s) Phoenix, AZ 530 1,726 141
54 N. 48th Ave. Phoenix, AZ 130 625 39
64 N. 48th Ave. Phoenix, AZ 180 458 54
236 N. 48th Ave. Phoenix, AZ 120 322 33
10 S. 48th Ave. Phoenix, AZ 510 1,687 187
115 E. Watkins St. (s) Phoenix, AZ 170 816 73
135 E. Watkins St. Phoenix, AZ 380 1,962 127
230 N. 48th Ave. Phoenix, AZ 160 765 45
20 S. 48th Ave. (s) Phoenix, AZ 80 827 51
21002 A N. 19th Ave. (s) Phoenix, AZ 706 663 132
21002 B N. 19th Ave. (s) Phoenix, AZ 694 597 130
SALT LAKE CITY
2255 South 300 West (m) Salt Lake City, UT 618 3,504 376
512 Lawndale Drive (n) Salt Lake City, UT 2,779 15,749 2,522
1270 West 2320 South West Valley, UT 138 784 156
1275 West 2240 South West Valley, UT 395 2,241 233
1288 West 2240 South West Valley, UT 119 672 144
2235 South 1300 West West Valley, UT 198 1,120 271
1293 West 2200 South West Valley, UT 158 896 209
1279 West 2200 South West Valley, UT 198 1,120 68
1272 West 2240 South West Valley, UT 336 1,905 382
1149 West 2240 South West Valley, UT 217 1,232 57
1142 West 2320 South West Valley, UT 217 1,232 292
1152 West 2240 South West Valley, UT 2,067 - 3,965
369 Orange Street Salt Lake City, UT 600 2,855 149
1330 W. 3300 South Avenue Ogden, UT 1,100 2,353 354
SAN DIEGO
9051 Siempre Viva Rd. (s) San Diego, CA 540 1,598 138
9163 Siempre Viva Rd. San Diego, CA 430 1,621 111
9295 Siempre Viva Rd. San Diego, CA 540 1,569 127
9255 Customhouse Plaza San Diego, CA 3,230 11,030 820
9375 Customhouse Plaza San Diego, CA 430 1,384 137
9465 Customhouse Plaza San Diego, CA 430 1,437 131
9485 Customhouse Plaza San Diego, CA 1,200 2,792 235
2675 Customhouse Court San Diego, CA 590 2,082 126
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- ----- ------------ ------ ------------ ----------- -------------
10 New Maple Road 2,272 12,924 15,196 1,050 1973/1999 (o)
60 Chapin Road 2,143 13,852 15,995 1,546 1977/2000 (o)
45 Route 46 978 5,903 6,881 547 1974/1987 (o)
43 Route 46 479 3,079 3,557 257 1974/1987 (o)
39 Route 46 262 1,599 1,861 136 1970 (o)
26 Chapin Road 965 5,618 6,583 458 1983 (o)
30 Chapin Road 969 5,680 6,649 515 1983 (o)
20 Hook Mountain Road 1,534 9,519 11,053 759 1972/1984 (o)
30 Hook Mountain Road 396 2,512 2,908 213 1972/1987 (o)
55 Route 46 403 2,352 2,755 203 1978/1994 (o)
16 Chapin Rod 901 5,179 6,080 425 1987 (o)
20 Chapin Road 1,154 6,690 7,844 574 1987 (o)
Sayreville Lot 3 - 0 0 0 2002 (o)
Sayreville Lot 4 - 4,244 4,244 89 2001 (o)
400 Raritan Center Parkway 836 5,041 5,877 274 1983 (o)
300 Columbus Circle 1,269 7,396 8,665 400 1983 (o)
400 Apgar 796 4,815 5,611 207 1987 (o)
500 Apgar 368 2,291 2,659 126 1987 (o)
201 Circle Dr. North 857 5,139 5,996 224 1987 (o)
1 Pearl Ct. 649 3,682 4,331 115 1978 (o)
2 Pearl Ct. 403 2,303 2,706 68 1979 (o)
3 Pearl Ct. 458 2,662 3,119 89 1978 (o)
4 Pearl Ct. 469 2,815 3,284 94 1979 (o)
5 Pearl Ct. 526 3,208 3,734 112 1977 (o)
59 Route 17 539 3,056 3,595 96 1979 (o)
PHILADELPHIA
90 Southland Drive 579 2,657 3,236 33 1989/1996 (o)
PHOENIX
1045 South Edward Drive 394 2,242 2,636 252 1976 (o)
46 N. 49th Ave. 306 2,372 2,677 112 1986 (o)
240 N. 48th Ave. 481 1,883 2,364 60 1977 (o)
220 N. 48th Ave. (s) 530 1,867 2,397 48 1977 (o)
54 N. 48th Ave. 131 664 794 21 1977 (o)
64 N. 48th Ave. 181 511 692 15 1977 (o)
236 N. 48th Ave. 120 355 475 11 1977 (o)
10 S. 48th Ave. 512 1,872 2,384 68 1977 (o)
115 E. Watkins St. (s) 171 889 1,059 25 1979 (o)
135 E. Watkins St. 381 2,087 2,469 69 1977 (o)
230 N. 48th Ave. 161 809 970 26 1977 (o)
20 S. 48th Ave. (s) 81 877 958 20 1977 (o)
21002 A N. 19th Ave. (s) 709 791 1,500 11 1981 (o)
21002 B N. 19th Ave. (s) 697 725 1,422 10 1981 (o)
SALT LAKE CITY
2255 South 300 West (m) 612 3,886 4,498 640 1980 (o)
512 Lawndale Drive (n) 2,705 18,345 21,050 3,319 1981 (o)
1270 West 2320 South 143 936 1,079 153 1986/92 (o)
1275 West 2240 South 408 2,461 2,869 353 1986/92 (o)
1288 West 2240 South 123 812 935 132 1986/92 (o)
2235 South 1300 West 204 1,385 1,589 247 1986/92 (o)
1293 West 2200 South 163 1,100 1,263 226 1986/92 (o)
1279 West 2200 South 204 1,182 1,386 179 1986/92 (o)
1272 West 2240 South 347 2,276 2,623 417 1986/92 (o)
1149 West 2240 South 225 1,282 1,507 191 1986/92 (o)
1142 West 2320 South 225 1,517 1,742 316 1997 (o)
1152 West 2240 South 2,114 3,918 6,032 816 1999 (o)
369 Orange Street 603 3,001 3,604 81 1980 (o)
1330 W. 3300 South Avenue 1,100 2,707 3,807 17 1982 (o)
SAN DIEGO
9051 Siempre Viva Rd. (s) 540 1,736 2,276 62 1989 (o)
9163 Siempre Viva Rd. 431 1,731 2,162 54 1989 (o)
9295 Siempre Viva Rd. 540 1,695 2,236 55 1989 (o)
9255 Customhouse Plaza 3,234 11,847 15,080 366 1989 (o)
9375 Customhouse Plaza 430 1,520 1,951 68 1989 (o)
9465 Customhouse Plaza 430 1,568 1,998 53 1989 (o)
9485 Customhouse Plaza 1,202 3,026 4,227 74 1989 (o)
2675 Customhouse Court 591 2,207 2,798 97 1989 (o)
S-10
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
LOCATION (a) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- --------------------- ------------ ----- --------- --------------
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 120
2 Springdale Road Cherry Hill, NJ 127 701 104
4 Springdale Road (i) Cherry Hill, NJ 335 1,853 710
8 Springdale Road Cherry Hill, NJ 259 1,436 433
2050 Springdale Road Cherry Hill, NJ 279 1,545 1,240
16 Springdale Road Cherry Hill, NJ 241 1,336 126
5 Esterbrook Lane Cherry Hill, NJ 241 1,336 244
2 Pin Oak Lane Cherry Hill, NJ 317 1,757 667
6 Esterbrook Lane Cherry Hill, NJ 165 914 38
28 Springdale Road Cherry Hill, NJ 192 1,060 202
3 Esterbrook Lane Cherry Hill, NJ 199 1,102 467
4 Esterbrook Lane Cherry Hill, NJ 234 1,294 32
26 Springdale Road Cherry Hill, NJ 227 1,257 358
1 Keystone Ave. Cherry Hill, NJ 227 1,223 984
21 Olnev Ave. Cherry Hill, NJ 69 380 63
19 Olnev Ave. Cherry Hill, NJ 202 1,119 1,154
2 Keystone Ave. Cherry Hill, NJ 216 1,194 578
18 Olnev Ave. Cherry Hill, NJ 250 1,382 86
2030 Springdale Rod Cherry Hill, NJ 526 2,914 1,490
55 Carnegie Drive Cherry Hill, NJ 550 3,047 163
111 Whittendale Drive Morrestown, NJ 515 2,916 18
9 Whittendale Morrestown, NJ 337 1,911 46
7851 Airport (s) Pennsauken, NJ 160 508 170
103 Central (s) Mt. Laurel, NJ 610 1,847 (180)
7860-7870 Airport Pennsauken, NJ 120 366 214
7100 Airport Pennsauken, NJ 50 210 106
7020-24 Kaighn Pennsauken, NJ 200 450 287
7110-7112 Airport Pennsauken, NJ 110 178 161
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,356
10431-10449 Midwest Industrial
Blvd Olivette, MO 237 1,360 584
10751 Midwest Industrial
Boulevard Olivette, MO 193 1,119 396
6951 N Hanley (i) Hazelwood, MO 405 2,295 1,886
1037 Warson - Bldg A St. Louis, MO 246 1,359 53
1037 Warson - Bldg B St. Louis, MO 380 2,103 70
1037 Warson - Bldg C St. Louis, MO 303 1,680 45
1037 Warson - Bldg D St. Louis, MO 353 1,952 49
6821-6857 Hazelwood Ave. (s) Berkeley, MO 1,095 6,205 273
13701 Rider Trail North Earth City, MO 800 2,099 467
4774 Park 36 Boulevard St. Louis, MO 1,074 - 5,927
TAMPA
6614 Adamo Drive Tampa, FL 177 1,005 65
6202 Benjamin Road Tampa, FL 203 1,151 308
6204 Benjamin Road Tampa, FL 432 2,445 344
6206 Benjamin Road Tampa, FL 397 2,251 351
6302 Benjamin Road Tampa, FL 214 1,212 195
6304 Benjamin Road Tampa, FL 201 1,138 213
6306 Benjamin Road Tampa, FL 257 1,457 396
6308 Benjamin Road Tampa, FL 345 1,958 237
5313 Johns Road Tampa, FL 204 1,159 108
5602 Thompson Center Court Tampa, FL 115 652 138
5411 Johns Road Tampa, FL 230 1,304 235
5525 Johns Road Tampa, FL 192 1,086 76
5607 Johns Road Tampa, FL 102 579 68
5709 Johns Road Tampa, FL 192 1,086 165
5711 Johns Road Tampa, FL 243 1,376 185
5453 W Waters Avenue Tampa, FL 71 402 102
5455 W Waters Avenue Tampa, FL 307 1,742 202
5553 W Waters Avenue Tampa, FL 307 1,742 216
5501 W Waters Avenue Tampa, FL 154 871 99
5503 W Waters Avenue Tampa, FL 71 402 65
5555 W Waters Avenue Tampa, FL 213 1,206 110
5557 W Waters Avenue Tampa, FL 59 335 38
5903 Johns Road Tampa, FL 88 497 81
5461 W Waters Tampa, FL 261 - 1,186
5471 W. Waters Tampa, FL 572 798 175
5505 Johns Road #7 Tampa, FL 228 - 1,403
5481 W. Waters Avenue Tampa, FL 558 - 2,298
5483 W. Waters Avenue Tampa, FL 457 - 1,941
5905 Breckenridge Parkway Tampa, FL 189 1,070 39
5907 Breckenridge Parkway Tampa, FL 61 345 11
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
--------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- --------------------- ----- ------------ ------ ------------ ----------- -------------
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 282 1,646 1,928 229 1963/85 (o)
2 Springdale Road Cherry Hill, NJ 126 806 932 107 1968 (o)
4 Springdale Road (i) Cherry Hill, NJ 332 2,566 2,899 389 1963/85 (o)
8 Springdale Road Cherry Hill, NJ 258 1,871 2,128 261 1966 (o)
2050 Springdale Road Cherry Hill, NJ 277 2,787 3,063 281 1965 (o)
16 Springdale Road Cherry Hill, NJ 240 1,463 1,703 203 1967 (o)
5 Esterbrook Lane Cherry Hill, NJ 240 1,582 1,821 210 1966/88 (o)
2 Pin Oak Lane Cherry Hill, NJ 314 2,426 2,741 324 1968 (o)
6 Esterbrook Lane Cherry Hill, NJ 164 953 1,117 135 1966 (o)
28 Springdale Road Cherry Hill, NJ 190 1,264 1,454 167 1967 (o)
3 Esterbrook Lane Cherry Hill, NJ 198 1,570 1,768 218 1968 (o)
4 Esterbrook Lane Cherry Hill, NJ 232 1,328 1,560 190 1969 (o)
26 Springdale Road Cherry Hill, NJ 226 1,615 1,841 212 1968 (o)
1 Keystone Ave. Cherry Hill, NJ 218 2,215 2,434 290 1969 (o)
21 Olnev Ave. Cherry Hill, NJ 68 444 512 59 1969 (o)
19 Olnev Ave. Cherry Hill, NJ 200 2,275 2,475 321 1971 (o)
2 Keystone Ave. Cherry Hill, NJ 214 1,774 1,987 234 1970 (o)
18 Olnev Ave. Cherry Hill, NJ 247 1,471 1,718 207 1974 (o)
2030 Springdale Rod Cherry Hill, NJ 523 4,407 4,930 656 1977 (o)
55 Carnegie Drive Cherry Hill, NJ 547 3,214 3,761 454 1988 (o)
111 Whittendale Drive Morrestown, NJ 514 2,934 3,448 294 1991/96 (o)
9 Whittendale Morrestown, NJ 343 1,951 2,294 126 2000 (o)
7851 Airport (s) Pennsauken, NJ 160 678 838 3 1966 (o)
103 Central (s) Mt. Laurel, NJ 610 1,667 2,277 9 1970 (o)
7860-7870 Airport Pennsauken, NJ 120 580 700 3 1968 (o)
7100 Airport Pennsauken, NJ 50 317 366 2 1963 (o)
7020-24 Kaighn Pennsauken, NJ 200 737 937 4 1962 (o)
7110-7112 Airport Pennsauken, NJ 110 339 449 2 1963 (o)
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 614 5,733 6,346 5,662 1969/94 (o)
10431-10449 Midwest Industrial
Blvd Olivette, MO 237 1,944 2,181 506 1967 (o)
10751 Midwest Industrial
Boulevard Olivette, MO 194 1,515 1,708 329 1965 (o)
6951 N Hanley (i) Hazelwood, MO 419 4,167 4,586 1,229 1965 (o)
1037 Warson - Bldg A St. Louis, MO 250 1,408 1,658 61 1968 (o)
1037 Warson - Bldg B St. Louis, MO 387 2,165 2,552 94 1968 (o)
1037 Warson - Bldg C St. Louis, MO 309 1,719 2,028 75 1968 (o)
1037 Warson - Bldg D St. Louis, MO 359 1,994 2,353 87 1968 (o)
6821-6857 Hazelwood Ave. (s) Berkeley, MO 1,096 6,478 7,573 1 2001 (o)
13701 Rider Trail North Earth City, MO 802 2,564 3,366 104 1985 (o)
4774 Park 36 Boulevard St. Louis, MO 1,075 5,926 7,000 13 2001 (o)
TAMPA
6614 Adamo Drive Tampa, FL 181 1,067 1,247 170 1967 (o)
6202 Benjamin Road Tampa, FL 211 1,450 1,662 115 1981 (o)
6204 Benjamin Road Tampa, FL 454 2,766 3,220 452 1982 (o)
6206 Benjamin Road Tampa, FL 416 2,583 2,999 416 1983 (o)
6302 Benjamin Road Tampa, FL 224 1,397 1,621 254 1983 (o)
6304 Benjamin Road Tampa, FL 209 1,343 1,552 263 1984 (o)
6306 Benjamin Road Tampa, FL 269 1,841 2,110 385 1984 (o)
6308 Benjamin Road Tampa, FL 362 2,179 2,540 352 1984 (o)
5313 Johns Road Tampa, FL 213 1,258 1,471 200 1991 (o)
5602 Thompson Center Court Tampa, FL 120 785 905 155 1972 (o)
5411 Johns Road Tampa, FL 241 1,528 1,768 295 1997 (o)
5525 Johns Road Tampa, FL 200 1,154 1,354 177 1993 (o)
5607 Johns Road Tampa, FL 110 640 750 98 1991 (o)
5709 Johns Road Tampa, FL 200 1,243 1,443 200 1990 (o)
5711 Johns Road Tampa, FL 255 1,548 1,804 287 1990 (o)
5453 W Waters Avenue Tampa, FL 82 494 575 79 1987 (o)
5455 W Waters Avenue Tampa, FL 326 1,925 2,251 318 1987 (o)
5553 W Waters Avenue Tampa, FL 326 1,939 2,265 322 1987 (o)
5501 W Waters Avenue Tampa, FL 162 961 1,123 151 1990 (o)
5503 W Waters Avenue Tampa, FL 75 463 538 82 1990 (o)
5555 W Waters Avenue Tampa, FL 221 1,308 1,529 204 1990 (o)
5557 W Waters Avenue Tampa, FL 62 370 432 58 1990 (o)
5903 Johns Road Tampa, FL 93 573 666 101 1987 (o)
5461 W Waters Tampa, FL 265 1,182 1,447 145 1998 (o)
5471 W. Waters Tampa, FL 574 971 1,545 77 1999 (o)
5505 Johns Road #7 Tampa, FL 228 1,402 1,630 188 1999 (o)
5481 W. Waters Avenue Tampa, FL 561 2,296 2,856 248 1999 (o)
5483 W. Waters Avenue Tampa, FL 459 1,939 2,397 235 1999 (o)
5905 Breckenridge Parkway Tampa, FL 191 1,107 1,298 85 1982 (o)
5907 Breckenridge Parkway Tampa, FL 61 356 417 27 1982 (o)
S-11
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
LOCATION (a) INITIAL COST AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
- ---------------- --------------------- ------------ -------- ---------- --------------
5909 Breckenridge Parkway Tampa, FL 173 980 43
5911 Breckenridge Parkway Tampa, FL 308 1,747 61
5910 Breckenridge Parkway Tampa, FL 436 2,472 75
5912 Breckenridge Parkway Tampa, FL 460 2,607 45
4515-4519 George Road Tampa, FL 633 3,587 105
6301 Benjamin Road Tampa, FL 292 1,657 105
5723 Benjamin Road Tampa, FL 406 2,301 44
6313 Benjamin Road Tampa, FL 229 1,296 128
5801 Benjamin Road Tampa, FL 564 3,197 54
5802 Benjamin Road Tampa, FL 686 3,889 235
5925 Benjamin Road Tampa, FL 328 1,859 68
OTHER
2800 Airport Road (l) Denton, TX 369 1,935 1,572
3501 Maple Street Abilene, TX 67 1,057 1,051
4200 West Harry Street (j) Wichita, KS 193 2,224 1,776
6601 S. 33rd Street McAllen, TX 231 1,276 49
REDEVELOPMENTS / DEVELOPMENTS
/ DEVELOPABLE LAND 82,124 22,011 7,905
-------- ---------- --------
$383,884 $1,514,061 $363,188
======== ========== ========
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/03
----------------------------------- ACCUMULATED
LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES (YEARS)
- ---------------- ------------------ -------- ------------ ---------- ------------ ----------- -------------
5909 Breckenridge Parkway Tampa, FL 174 1,022 1,196 84 1982 (o)
5911 Breckenridge Parkway Tampa, FL 311 1,806 2,117 141 1982 (o)
5910 Breckenridge Parkway Tampa, FL 440 2,544 2,984 216 1982 (o)
5912 Breckenridge Parkway Tampa, FL 464 2,648 3,112 205 1982 (o)
4515-4519 George Road Tampa, FL 640 3,686 4,326 244 1985 (o)
6301 Benjamin Road Tampa, FL 295 1,759 2,053 122 1986 (o)
5723 Benjamin Road Tampa, FL 409 2,341 2,750 146 1986 (o)
6313 Benjamin Road Tampa, FL 231 1,423 1,653 96 1986 (o)
5801 Benjamin Road Tampa, FL 569 3,247 3,815 204 1986 (o)
5802 Benjamin Road Tampa, FL 692 4,119 4,811 258 1986 (o)
5925 Benjamin Road Tampa, FL 331 1,925 2,255 122 1986 (o)
OTHER
2800 Airport Road (l) Denton, TX 490 3,386 3,876 1,783 1968 (o)
3501 Maple Street Abilene, TX 266 1,909 2,175 946 1980 (o)
4200 West Harry Street (j) Wichita, KS 532 3,662 4,193 1,907 1972 (o)
6601 S. 33rd Street McAllen, TX 233 1,323 1,556 148 1975 (o)
REDEVELOPMENTS / DEVELOPMENTS /
DEVELOPABLE LAND 82,329 6,631 88,962 6,502 (p)
-------- ---------- ---------- --------
$392,916 $1,845,139 $2,238,056 (q) $295,688
======== ========== ========== ========
S-12
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) This property collateralizes the Acquisition Mortgage Loan X.
(h) This property collateralizes the Acquisition Mortgage Loan XI.
(i) Comprised of two properties.
(j) Comprised of three properties.
(k) Comprised of four properties.
(l) Comprised of five properties.
(m) Comprised of seven properties.
(n) Comprised of 28 properties.
(o) Depreciation is computed based upon the following estimated lives:
Buildings, Improvements 31.5 to 40 years
Tenant Improvements, Leasehold Improvements Life of lease
Furniture, Fixtures and Equipment 5 to 10 years
(p) These properties represent developable land and redevelopments that
have not been placed in service.
(q) Excludes $115,935 of Construction in Progress and $801 of Furniture,
Fixtures and Equipment.
(r) During 2001, the Company recognized a valuation provision of $6,490 on
these properties.
(s) Property is not in-service as of 12/31/03.
At December 31, 2003, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $2.1 billion
(excluding construction in progress.)
S-13
FIRST INDUSTRIAL LP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
The changes in total real estate assets for the three years ended
December 31, 2003 are as follows:
2003 2002 2001
------------ ------------ ------------
Balance, Beginning of Year ............................. $ 2,325,826 $ 2,343,698 $ 2,228,494
Acquisition, Construction Costs and Improvements ....... 305,485 308,763 397,143
Disposition of Assets .................................. (276,520) (326,635) (275,449)
Valuation Provision .................................... - - (6,490)
----------- ----------- -----------
Balance, End of Year ................................... $ 2,354,791 $ 2,325,826 $ 2,343,698
=========== =========== ===========
The changes in accumulated depreciation for the three years ended
December 31, 2003 are as follows:
2003 2002 2001
---------- ---------- ----------
Balance, Beginning of Year ............................. $ 263,404 $ 232,889 $ 202,786
Depreciation for Year .................................. 63,281 56,762 54,623
Disposition of Assets .................................. (30,997) (26,247) (24,520)
--------- --------- ---------
Balance, End of Year ................................... $ 295,688 $ 263,404 $ 232,889
========= ========= =========
S-14
OTHER REAL ESTATE PARTNERSHIPS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Auditors ................................................. F-32
Combined Balance Sheets of the Other Real Estate Partnerships as of December 31,
2003 and 2002 .................................................................. F-33
Combined Statements of Operations of the Other Real Estate Partnerships for the
Years Ended December 31, 2003, 2002 and 2001 ................................... F-34
Combined Statements of Changes in Partners' Capital of the Other Real Estate
Partnerships for the Years Ended December 31, 2003, 2002 and 2001 .............. F-35
Combined Statements of Cash Flows of the Other Real Estate Partnerships for the
Years Ended December 31, 2003, 2002 and 2001 ................................... F-36
Notes to Combined Financial Statements ......................................... F-37
F-31
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003 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 combined 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
March 9, 2004
F-32
OTHER REAL ESTATE PARTNERSHIPS
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
2003 2002
------------ ------------
ASSETS
Assets:
Investment in Real Estate:
Land ..................................................................... $ 51,026 $ 52,055
Buildings and Improvements ............................................... 334,825 327,526
Furniture, Fixtures and Equipment ........................................ 84 84
Construction in Progress ................................................. -- --
Less: Accumulated Depreciation ........................................... (53,564) (47,113)
------------ ------------
Net Investment in Real Estate .................................... 332,371 332,552
Cash and Cash Equivalents ................................................... 1,143 2,316
Restricted Cash ............................................................. 21,132 2,768
Tenant Accounts Receivable, Net ............................................. 1,224 1,055
Deferred Rent Receivable .................................................... 1,009 1,512
Deferred Financing Costs, Net ............................................... 9 1,478
Prepaid Expenses and Other Assets, Net ...................................... 46,007 93,655
------------ ------------
Total Assets ..................................................... $ 402,895 $ 435,336
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ................................................. $ 2,529 $ 40,080
Accounts Payable and Accrued Expenses ....................................... 17,959 10,140
Rents Received in Advance and Security Deposits ............................. 4,234 3,986
------------ ------------
Total Liabilities ................................................ 24,722 54,206
------------ ------------
Commitments and Contingencies .................................................. -- --
Partners' Capital .............................................................. 378,173 381,130
------------ ------------
Total Liabilities and Partners' Capital ........................ $ 402,895 $ 435,336
============ ============
The accompanying notes are an integral part of the financial statements.
F-33
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ ------------
Revenues:
Rental Income ............................................ $ 49,168 $ 42,397 $ 40,524
Tenant Recoveries and Other Income ....................... 11,430 10,572 9,238
-------- -------- --------
Total Revenues ................................. 60,598 52,969 49,762
-------- -------- --------
Expenses:
Real Estate Taxes ........................................ 6,773 6,486 6,469
Repairs and Maintenance .................................. 3,153 2,108 1,835
Property Management ...................................... 1,682 1,742 1,676
Utilities ................................................ 1,938 1,644 1,190
Insurance ................................................ 422 423 285
Other .................................................... 1,138 1,453 3,538
Amortization of Deferred Financing Costs ................. 3 67 67
Depreciation and Other Amortization ...................... 12,018 10,618 9,908
Valuation Provision on Real Estate ....................... -- -- 3,010
-------- -------- --------
Total Expenses ................................ 27,127 24,541 27,978
-------- -------- --------
Other Income/Expense:
Interest Income .......................................... 712 2,246 2,474
Interest Expense ......................................... (256) (2,948) (3,739)
Loss from Early Retirement of Debt ....................... (1,466) -- --
-------- -------- --------
Total Other Income/Expense .................... (1,010) (702) (1,265)
-------- -------- --------
Income from Continuing Operations ........................... 32,461 27,726 20,519
Income from Discontinued Operations (Including Gain on Sale
of Real Estate of $4,644 and $21,218 for the Years Ended
December 31, 2003 and 2002) ............................. 4,941 25,694 7,538
-------- -------- --------
Income Before Gain on Sale of Real Estate ................... 37,402 53,420 28,057
Gain on Sale of Real Estate ................................. 6,243 67 21,405
-------- -------- --------
Net Income .................................................. $ 43,645 $ 53,487 $ 49,462
======== ======== ========
The accompanying notes are an integral part of the financial statements.
F-34
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Total
Balance at December 31, 2000 .......... $ 387,235
Contributions ..................... 164,960
Distributions ..................... (178,706)
Redemption of Preferred Partnership
Interest ........................ (41,295)
Net Income ........................ 49,462
---------
Balance at December 31, 2001 .......... $ 381,656
Contributions ..................... 104,473
Distributions ..................... (158,486)
Net Income ........................ 53,487
---------
Balance at December 31, 2002 .......... $ 381,130
Contributions ..................... 59,857
Distributions ..................... (106,459)
Net Income ........................ 43,645
---------
Balance at December 31, 2003 .......... $ 378,173
=========
The accompanying notes are an integral part of the financial statements.
F-35
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 2003 December 31, 2002 December 31, 2001
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ..................................................... $ 43,645 $ 53,487 $ 49,462
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ............................................... 10,621 10,763 11,321
Amortization of Deferred Financing Costs ................... 3 67 67
Loss from Early Retirement of Debt ......................... 1,466 -- --
Valuation Provision on Real Estate ......................... -- -- 3,010
Other Amortization ......................................... 1,672 1,309 1,236
Gain on Sale of Real Estate ................................ (10,887) (21,285) (21,405)
Increase in Tenant Accounts Receivable and
Prepaid Expenses and Other Assets, Net ................ (3,054) (4,926) (13,802)
Change in Deferred Rent Receivable ........................ 32 628 (231)
Change in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits........ 8,185 5,373 (16,954)
Change in Restricted Cash .................................. 2,742 (102) (1,452)
--------- --------- ---------
Net Cash Provided by Operating Activities ............ 54,425 45,314 11,252
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate...... (33,415) (47,269) (769)
Net Proceeds from Sales of Investment in Real Estate ....... 18,818 43,608 51,943
Repayment of Mortgage Loans Receivable ..................... 48,386 13,599 6,865
Change in Restricted Cash .................................. (21,106) 13,704 (13,730)
--------- --------- ---------
Net Cash Provided by Investing Activities ............. 12,683 23,642 44,309
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions ............................................... 59,857 104,473 185,514
Distributions ............................................... (106,459) (158,486) (199,260)
Repayments on Mortgage Loans Payable ........................ (37,511) (608) (566)
Redemption of Preferred Units ............................... -- -- (41,295)
Proceeds from (Purchase of) U.S. Government Securities ...... 15,832 (13,669) (1,123)
--------- --------- ---------
Net Cash Used in Financing Activities ................ (68,281) (68,290) (56,730)
--------- --------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents ........ (1,173) 666 (1,169)
Cash and Cash Equivalents, Beginning of Period .............. 2,316 1,650 2,819
--------- --------- ---------
Cash and Cash Equivalents, End of Period .................... $ 1,143 $ 2,316 $ 1,650
========= ========= =========
The accompanying notes are an integral part of the financial statements.
F-36
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIPS
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.6% partnership interest at December 31, 2003. 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 14.4% and 15.0% interest in the Operating Partnership
at December 31, 2003 and 2002 respectively.
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, 2003, the Other Real Estate
Partnerships owned 105 in-service industrial properties, containing an aggregate
of approximately 9.4 million square feet (unaudited) of GLA. Of the 105
industrial properties owned by the Other Real Estate Partnerships at December
31, 2003, 15 are held by the Mortgage Partnership, 41 are held by the
Pennsylvania Partnership, 15 are held by the Securities Partnership, 19 are held
by the Financing Partnership, 10 are held by the Harrisburg Partnership, four
are held by the Indianapolis Partnership and one is held by TK-SV, LTD.
Profits, losses and distributions of the Other Real Estate Partnerships
are allocated to the general partner and the limited partners in accordance with
the provisions contained within its restated and amended partnership agreement.
F-37
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. BASIS OF PRESENTATION
The combined financial statements of the Other Real Estate Partnerships
at December 31, 2003 and 2002 and for each of the years ended December 31, 2003,
2002 and 2001 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, 2003 and 2002, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2003, 2002 and
2001. 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.
Restricted Cash
At December 31, 2003 and 2002, restricted cash includes gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Other Real Estate Partnerships exchanges into properties under Section 1031
of the Internal Revenue Code. At December 31, 2002 restricted cash also included
cash reserves required to be set aside under the 1995 Mortgage Loan (hereinafter
defined) for payment of real estate taxes, capital expenditures, interest,
security deposit refunds, insurance and re-leasing costs. The carrying amount
approximates fair value due to the short term 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 an 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 reclassify such property as
held and used. Such property is measured at the lower of its carrying amount
(adjusted for any depreciation and amortization expense that would have been
recognized had the property been continuously classified as held and used) or
fair value at the date of the subsequent decision not to sell.
F-38
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Interest costs, 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.
The Other Real Estate Partnerships account for all acquisitions entered
into subsequent to June 30, 2001 in accordance with FAS 141. Upon acquisition of
a property, the Other Real Estate Partnerships allocate the purchase price of
the property based upon the fair value of the assets acquired, which generally
consist of land, buildings, tenant improvements, leasing commissions and
intangible assets including in-place leases and above market and below market
leases. The Other Real Estate Partnerships allocate the purchase price to the
fair value of the tangible assets of an acquired property determined by valuing
the property as if it were vacant. Acquired above and below market leases are
valued based on the present value of the difference between prevailing market
rates and the in-place rates over the remaining lease term. The purchase price
is further allocated to in-place lease values based on management's evaluation
of the specific characteristics of each tenant's lease and the Other Real Estate
Partnership's overall relationship with the respective tenant. Acquired above
and below market leases are amortized over the remaining non-cancelable terms of
the respective leases. The value of in-place lease intangibles is amortized to
expense over the remaining lease term and expected renewal periods in the
respective lease and is included in other assets. If a tenant terminates its
lease early, the unamortized portion of leasing commissions, tenant
improvements, above and below market leases and the in-place lease value is
immediately charged to expense.
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
$18 and $449 at December 31, 2003 and 2002, 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.
Revenue is recognized on payments received from tenants for early lease
terminations after the Other Real Estate Partnerships determine that all the
necessary criteria have been met in accordance with FAS 13 "Accounting for
Leases".
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, 2003 and
2002,
F-39
respectively. For accounts receivable the Other Real Estate Partnerships deem
uncollectible, the Other Real Estate Partnerships uses the direct write-off
method.
F-40
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Gain on Sale of Real Estate
Gain on sale of real estate is recognized using the full accrual
method. Gains relating to transactions which do not meet the full accrual method
of accounting are deferred and recognized when the full accrual method of
accounting criteria are met or by using the installment or deposit methods of
profit recognition, as appropriate in the circumstances. As the assets are sold,
their costs and related accumulated depreciation are removed from the accounts
with resulting gains or losses reflected in net income or loss. Estimated future
costs to be incurred by the Other Real Estate Partnerships after completion of
each sale are included in the determination of the gains on sales.
Income Taxes
In accordance with partnership taxation, each of the partners are
responsible for reporting their share of taxable income or loss. The Other Real
Estate Partnerships are subject to certain state and local income, excise and
franchise taxes. The provision for such state and local taxes has been reflected
in general and administrative expense in the statement of operations and has not
been separately stated due to its insignificance.
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 loan payable.
Discontinued Operations
On January 1, 2002, the Other Real Estate Partnerships adopted the
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 January 2003, the FASB issued FIN 46, which provides guidance on how
to identify a variable interest entity ("VIE") and determine when the assets,
liabilities, non-controlling interests, and results of operations of a VIE are
to be included in an entity's consolidated financial statements. A VIE exists
when either the total equity investment at risk is not sufficient to permit the
entity to finance its activities by itself, or the equity investors lack one of
three characteristics associated with owing a controlling financial interest. In
December 2003, the FASB reissued FIN 46 with certain modifications and
clarifications. Application of this guidance was effective for interests in
certain VIEs commonly referred to as special-purpose entities (SPEs) as of
December 31, 2003. Application for all other types of entities is required for
periods ending after March 15, 2004, unless previously applied. The Other Real
Estate Partnerships do not believe that the application of FIN 46 will have an
impact on its financial position, results of operations, or liquidity. FIN 46
has not had an effect on the Other Real Estate Partnership's combined financial
position, liquidity, and results of operations.
F-41
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Certain 2002 and 2001 items have been reclassified to conform to the
2003 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"). 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 were 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, these reserves totaled $2,742, and were 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.
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.
F-42
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS PAYABLE, NET, CONTINUED
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
2003 2002 2003 2002 2003 DATE
------------ ------------ ------------ ------------ ------------ --------
MORTGAGE LOANS PAYABLE
1995 Mortgage Loan ........... $ -- (1) $ 37,482 (1) $ -- $ 158 (1) (1)
Acquisition Mortgage Loan V... 2,529 (2) 2,598 (2) 18 -- 9.010% 09/01/06
------------ ------------ ------------ ------------
Total ........................ $ 2,529 $ 40,080 $ 18 $ 158
============ ============ ============ ============
(1) The entire loan was paid off and retired on January 2003.
(2) At December 31, 2003 and 2002, the Acquisition Mortgage Loan V is net of an
unamortized premium of $102 and $143, respectively.
The following is a schedule of maturities of the mortgage loan,
exclusive of the related premium for the next three years ending December 31,:
Amount
------
2004................... $ 34
2005................... 37
2006 .................. 2,356
------
Total.................. $2,427
======
Fair Value:
At December 31, 2003 and 2002, the fair value of the Other Real Estate
Partnerships' mortgage loans payable were as follows:
December 31, 2003 December 31, 2002
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- --------
Mortgage Loans Payable...... $ 2,598 $ 2,759 $ 40,080 $ 40,069
-------- ------- -------- --------
Total....................... $ 2,598 $ 2,759 $ 40,080 $ 40,069
======== ======= ======== ========
The fair value of the Other Real Estate Partnerships' mortgage loans
payable were determined by discounting the future cash flows using the current
rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.
F-43
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. PARTNERS' CAPITAL
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.
F-44
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 2003, the Other Real Estate Partnerships acquired two in-service
industrial property comprising approximately .3 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$11,300, excluding costs incurred in conjunction with the acquisition of the
properties.
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.
7. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
In 2003, the Other Real Estate Partnerships sold nine industrial
properties comprising approximately 1.1 million square feet (unaudited) of GLA
and several parcels of land. Two of the nine sold industrial properties
comprising approximately .7 million square feet of GLA were sold to the December
2001 Joint Venture. Gross proceeds from the sales of the nine industrial
properties and several land parcels totaled approximately $36,879. The gain on
sale of real estate was approximately $10,887, of which $4,644 is shown in
discontinued operations. In accordance with FAS 144, the results of operations
and gain on sale of real estate for the seven of the nine sold industrial
properties that were not identified as held for sale at December 31, 2001, are
included in discontinued operations.
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 industrial
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 industrial 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
industrial properties and several parcels of land. Gross proceeds from these
sales totaled approximately $69,321. The gain on sales totaled approximately
$21,405.
The following table discloses certain information regarding the
industrial properties included in discontinued operations by the Other Real
Estate Partnerships for the years ended December 31, 2003, 2002 and 2001.
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2001
------------ ------------ ------------
Total Revenues $ 1,500 $ 8,795 $ 14,050
Operating Expenses (956) (2,826) (3,825)
Depreciation and Amortization (247) (1,493) (2,687)
Gain on Sale of Real Estate 4,644 21,218 -
------------ ------------ ------------
Income from Discontinued Operations $ 4,941 $ 25,694 $ 7,538
============ ============ ============
In conjunction with certain property sales, the Other Real Estate
Partnerships provides seller financing on behalf of certain buyers. At December
31, 2003 and 2002, the Other Real Estate Partnerships had mortgage notes
receivable outstanding of approximately $23,585 and $55,572, respectively which
is included as a component of prepaid expenses and other assets.
F-45
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 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.
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,
2003 2002 2001
------------ ------------ ------------
Interest paid .............. $ 415 $ 2,932 $ 3,742
============ ============ ============
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate .... $ 11,300 $ 57,855 $ 22,905
Accounts payable and accrued
Expenses ................ (296) (364) (109)
------------ ------------ ------------
$ 11,004 $ 57,491 $ 22,796
============ ============ ============
In conjunction with certain property sales, the Other Real Estate Partnerships
provided seller financing on behalf of certain buyers:
Notes Receivable ........... $ 17,170 $ 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, 2003 are approximately as follows:
2004 $ 31,605
2005 22,696
2006 16,178
2007 10,810
2008 7,976
Thereafter 14,425
--------
Total $103,690
========
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 years ended December
31, 2003 and 2002, this relative received brokerage commissions in the amount of
$5 and $23, respectively from the Other Real Estate Partnerships.
F-46
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
11. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Other Real Estate Partnerships
are involved in legal actions arising from the ownership of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
combined financial position, operations or liquidity of the Other Real Estate
Partnerships.
One property has a lease granting the tenant an option 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 this tenant purchase option.
12. SUBSEQUENT EVENTS
During the period January 1, 2004 through March 5, 2004, the Other Real
Estate Partnerships sold one land parcel for approximately $173 of gross
proceeds.
F-47