UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________. Commission File Number 1-13102 FIRST INDUSTRIAL REALTY TRUST, INC. (Exact name of Registrant as specified in its Charter) MARYLAND 36-3935116 (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: COMMON STOCK (Title of class) NEW YORK STOCK EXCHANGE (Name of exchange on which registered) DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8.750% SERIES B CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8.625% SERIES C CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.950% SERIES D CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.900% SERIES E CUMULATIVE PREFERRED STOCK (Title of class) NEW YORK STOCK EXCHANGE (Name of exchange on which registered) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant was approximately $1,228.3 million based on the closing price on the New York Stock Exchange for such stock on March 1, 2002. At March 1, 2002, 38,945,481 shares of the Registrant's Common Stock, $.01 par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference to the Registrant's definitive proxy statement expected to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant's fiscal year.
FIRST INDUSTRIAL REALTY TRUST, INC. TABLE OF CONTENTS PAGE ---- PART I. Item 1. Business ........................................................................................ 3 Item 2. The Properties................................................................................... 7 Item 3. Legal Proceedings................................................................................ 26 Item 4. Submission of Matters to a Vote of Security Holders.............................................. 26 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters............................ 27 Item 6. Selected Financial Data.......................................................................... 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 30 Item 7a. Quantitative and Qualitative Disclosures About Market Risk....................................... 41 Item 8. Financial Statements and Supplementary Data...................................................... 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures............ 41 PART III. Item 10. Directors and Executive Officers of the Registrant............................................... 41 Item 11. Executive Compensation........................................................................... 41 Item 12. Security Ownership of Certain Beneficial Owners and Management................................... 41 Item 13. Certain Relationships and Related Transactions................................................... 41 PART IV. Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K............. 42 SIGNATURES......................................................................................................... 48 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 Realty Trust, Inc. (the "Company") 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 Company, are generally identifiable by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. The Company'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 Company 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 Company's current and proposed market areas and general accounting principles, policies and guidelines applicable to real estate investment trusts. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included herein and in the Company's other filings with the Securities and Exchange Commission. 2
PART I ITEM 1. BUSINESS THE COMPANY GENERAL First Industrial Realty Trust, Inc. is a Maryland corporation organized on August 10, 1993, and is a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). First Industrial Realty Trust, Inc., its consolidated partnerships, limited liability companies and its wholly-owned entity (the "Company") is a self-administered and fully integrated real estate company which owns, manages, acquires, sells and develops industrial real estate. The Company completed its initial public offering in June 1994 (the "Initial Offering"). Upon consummation of the Initial Offering, the Company owned 226 industrial properties which contained an aggregate of 17.4 million square feet of gross leasable area ("GLA"). As of December 31, 2001, the Company's portfolio consisted of 484 light industrial properties, 151 bulk warehouse properties, 164 R&D/flex properties, 80 regional warehouse properties and 39 manufacturing properties containing approximately 64.0 million square feet of GLA located in 24 states. The Company's interests in its properties and land parcels are held through partnerships controlled by the Company, including First Industrial, L.P. (the "Operating Partnership"), of which the Company is the sole general partner, as well as, among others, First Industrial Financing Partnership, L.P., First Industrial Securities, L.P., First Industrial Mortgage Partnership, L.P., First Industrial Pennsylvania, L.P., First Industrial Harrisburg, L.P., First Industrial Indianapolis, L.P., FI Development Services, L.P. and TK-SV, LTD., of which the sole general partner of each is a wholly-owned subsidiary of the Company, and the sole limited partner of each is the Operating Partnership, as well as limited liability companies of which the Operating Partnership is the sole member. The Company is also the sole stockholder of First Industrial Development Services, Inc. The Company, through separate wholly-owned limited liability companies of which the Operating Partnership 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 Company utilizes an operating approach which combines the effectiveness of decentralized, locally based property management, acquisition, sales and development functions with the cost efficiencies of centralized acquisition, sales and development support, capital markets expertise, asset management and fiscal control systems. At March 1, 2002, the Company had 294 employees. The Company has grown and will seek to continue to grow through the development and acquisition of additional industrial properties and through its corporate services program. BUSINESS OBJECTIVES AND GROWTH PLANS The Company's fundamental business objective is to maximize the total return to its stockholders through increases in per share distributions and increases in the value of the Company's properties and operations. The Company's growth plans include the following elements: - - Internal Growth. The Company 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 Company 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 Company's investment parameters and geographic target markets; and (iii) the expansion of its properties. - - Corporate Services. Through its corporate services program, the Company builds for, purchases from, and leases and sells industrial properties to companies that need to improve their industrial facility networks and supply chain. The Company seeks to grow this business by targeting both large and middle market public and private companies. 3
BUSINESS STRATEGIES The Company utilizes the following six strategies in connection with the operation of its business: - - Organization Strategy. The Company 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 Company 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 Company believes the size of its portfolio enables it to realize operating efficiencies by spreading overhead over many properties and by negotiating quantity purchasing discounts. - - Market Strategy. The Company's market strategy is to concentrate on the Company's top 25 industrial real estate markets in the United States. These 25 markets were selected based upon (i) the strength of their industrial real estate fundamentals, including increased industrial demand expectations from supply chain management; (ii) their history and future outlook for continued economic growth and diversity; and (iii) a minimum market size of 100 million square feet of industrial space. Due to this market strategy, the Company plans on exiting the markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island. The Company plans on exiting these markets in the next one to three years and is projected to incur closing costs between the range of 3% to 5% of gross sales proceeds. There can be no assurance that these properties will be sold in this time frame or that the Company will incur closing costs within the range stated above. The net proceeds from the sales of properties in these markets will be used to bolster the Company's holdings in Atlanta, Baltimore/Washington, Chicago, Cincinnati/Louisville, Dallas/Fort Worth, Denver, Detroit, Harrisburg/Central Pennsylvania, Houston, Indianapolis, Los Angeles, Milwaukee, Minneapolis/St. Paul, Nashville, Northern New Jersey, Philadelphia, Phoenix, Portland, Salt Lake City, St. Louis and Tampa and to potentially enter new markets which fit its market strategy. - - Disposition Strategy. As mentioned in the Market Strategy section above, the Company is planning to exit the markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island. The Company also continues to evaluate local market conditions and property-related factors in its other markets and will consider disposition of select assets. - - Acquisition/Development Strategy. The Company's acquisition/development strategy is to concentrate on the Company's top 25 markets mentioned in the Market Strategy section above. Of the 918 properties in the Company's portfolio at December 31, 2001, 194 properties have been developed by either the Company or its former management. The Company will continue to leverage the development capabilities of its management, many of whom are leading developers in their respective markets. - - Financing Strategy. The Company plans on utilizing net sales proceeds from property sales as well as borrowings under its $300 million unsecured line of credit to finance future acquisitions and developments. As of March 1, 2002, the Company had approximately $63.3 million available in additional borrowings under its $300 million unsecured line of credit. - - Leasing and Marketing Strategy. The Company has an operational management strategy designed to enhance tenant satisfaction and portfolio performance. The Company pursues an active leasing strategy, which includes aggressively marketing available space, renewing existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. The Company also has local and national marketing programs which focus on the business and brokerage communities and national tenants. RECENT DEVELOPMENTS In 2001, the Company acquired or completed development of 86 properties and acquired several parcels of land for a total investment of approximately $275.5 million. The Company also sold 128 in-service properties, four properties that were out of service and several parcels of land for a gross sales price of approximately $386.9 million. At December 31, 2001, the Company owned 918 in-service properties containing approximately 64.0 million square feet of GLA. On March 9, 2001, the Company called for the redemption of all of its outstanding 9.5%, $.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at the price of $25 per share, plus accrued and unpaid 4
dividends. The Company redeemed the Series A Preferred Stock on April 9, 2001 and paid a prorated second quarter dividend of $.05872 per share, totaling approximately $.1 million. On March 19, 2001, the Company, through the Operating Partnership, issued $200.0 million of senior unsecured debt which matures on March 15, 2011 and bears a coupon interest rate of 7.375%. On April 5, 2001, the Company, through the Operating Partnership, paid off and retired $100.0 million of its senior unsecured debt, which was to mature on April 5, 2011 and bore a coupon interest rate of 6.50%, for a payment of approximately $105.6 million. On December 28, 2001, the Company, 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 Company, through a wholly-owned limited liability company of the Operating Partnership, owns a minority equity interest in the December 2001 Joint Venture and provides property management services to the December 2001 Joint Venture. As of December 31, 2001, the December 2001 Joint Venture had economic interests in seven industrial properties comprising approximately 1.4 million square feet of GLA. These properties were purchased from the Company. The Company deferred 15% of the gain resulting from these sales which is equal to the Company's economic interest in the December 2001 Joint Venture. During the period January 1, 2002 through March 1, 2002, the Company acquired 16 industrial properties for a total estimated investment of approximately $41.5 million. The Company also sold four industrial properties for approximately $7.2 million of gross proceeds. On March 8, 2002, the Company declared a first quarter 2002 dividend of $.68 per share/unit on its common stock/units which is payable on April 22, 2002. The Company also declared preferred stock dividends of $54.688 per share (equivalent to $.54688 per Depositary Share) on its 8 3/4%, $.01 par value, Series B Cumulative Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its 8 5/8%, $.01 par value, Series C Cumulative Preferred Stock, $49.687 per share (equivalent to $.49687 per Depositary Share) on its 7.95%, $.01 par value, Series D Cumulative Preferred Stock and $49.375 per share (equivalent to $.49375 per Depositary Share) on its 7.90%, $.01 par value, Series E Cumulative Preferred Stock which are payable on April 1, 2002. FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES The Company 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 Company is currently engaged in negotiations relating to the possible acquisition and development of certain industrial properties located in certain of the Company's top 25 markets. The Company also makes investment decisions to sell properties from time to time in the ordinary course of its business activities and sell properties located in markets that the Company has decided to exit. As a result, the Company is currently engaged in negotiations relating to the possible sales of certain industrial properties in the Company's current portfolio. When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, the Company 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 Company 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. 5
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 Company believes that the higher occupancy rate in the industrial property sector is a result of the construction-on-demand nature of, and the comparatively short development time required for, industrial property. For the five years ended December 31, 2001, the occupancy rates for industrial properties in the United States have ranged from 90.3%* to 93.3%*, with an occupancy rate of 90.3%* at December 31, 2001. *SOURCE: TORTO WHEATON RESEARCH 6
ITEM 2. THE PROPERTIES GENERAL At December 31, 2001, the Company owned 918 in-service properties containing approximately 64.0 million square feet of GLA in 24 states, with a diverse base of more than 2,600 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The properties are generally located in business parks that have convenient access to interstate highways and rail and air transportation. The weighted average age of the properties as of December 31, 2001 was approximately 15.1 years. The Company maintains insurance on its properties that the Company believes is adequate. The Company classifies its 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 Company uses what it feels is the most dominating 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, contains at least 50% of manufacturing space and have a land use ratio of 4:1. 7
Each of the properties is wholly owned by the Company. The following tables summarize certain information as of December 31, 2001 with respect to the Company's properties. Information in the tables excludes properties under development at December 31, 2001. PROPERTY SUMMARY 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 598,218 11 3,558,402 11 294,074 7 383,935 5 419,600 3 Baltimore, MD 766,053 13 292,640 2 78,418 1 -- -- 171,000 1 Central Pennsylvania 383,070 4 2,643,560 12 -- -- 117,579 3 70,000 1 Chicago, IL 1,719,458 32 3,215,547 16 237,915 4 218,811 3 661,531 4 Cincinnati, OH 334,220 2 1,348,880 6 -- -- -- -- -- -- Cleveland, OH -- -- -- -- 102,500 1 -- -- -- -- Columbus, OH 217,612 2 1,653,534 4 -- -- -- -- 255,470 1 Dallas, TX 1,340,757 33 1,427,222 9 428,917 17 725,443 11 224,984 2 Dayton, OH 322,746 6 -- -- 20,000 1 -- -- -- -- Denver, CO 2,069,065 43 538,906 4 1,690,284 43 302,392 5 -- -- Des Moines, IA -- -- 604,708 3 -- -- 88,000 1 -- -- Detroit, MI 2,676,206 96 803,875 7 553,862 19 783,443 18 -- -- Grand Rapids, MI 498,311 10 1,836,125 11 10,000 1 -- -- 445,250 2 Houston, TX 405,211 4 2,191,077 13 200,112 3 432,525 6 -- -- Indianapolis, IN 727,980 16 3,696,702 14 48,200 4 277,710 7 71,600 2 Long Island, NY 237,869 7 -- -- -- -- -- -- -- -- Los Angeles, CA 173,583 15 115,702 1 -- -- 129,600 2 -- -- Louisville, KY -- -- 443,500 2 -- -- -- -- -- -- Milwaukee, WI 146,061 3 100,000 1 93,705 2 79,268 2 -- -- Minneapolis/St. Paul, MN 1,048,031 19 1,472,695 7 661,748 10 540,847 5 1,210,399 13 Nashville, TN 351,787 7 1,382,959 9 -- -- -- -- 109,058 1 N. New Jersey 1,208,265 26 896,788 4 633,388 15 132,152 2 -- -- Philadelphia, PA 466,577 16 367,720 3 36,802 2 258,190 4 56,827 2 Phoenix, AZ 96,845 2 -- -- -- -- -- -- -- -- Portland, OR 744,553 29 -- -- -- -- -- -- -- -- Salt Lake City, UT 592,010 40 -- -- 146,937 6 -- -- -- -- S. New Jersey 883,998 20 323,750 2 -- -- 209,300 3 22,738 1 St. Louis, MO 197,339 5 834,519 6 -- -- -- -- -- -- Tampa, FL 707,592 20 -- -- 763,732 28 113,377 2 -- -- Other (a) 99,000 3 333,855 4 -- -- 50,000 1 346,103 6 ---------- ---------- ---------- ---------- --------- ---------- --------- ---------- --------- ---------- Total 19,012,417 484 30,082,666 151 6,000,594 164 4,842,572 80 4,064,560 39 ========== ========== ========== ========== ========= ========== ========= ========== ========= ========== (a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Austin, Texas; Wichita, Kansas and West Lebanon, New Hampshire. 8
PROPERTY SUMMARY TOTALS TOTALS --------------------------------------------------------------------------------------- GLA AS A % NUMBER OF OCCUPANCY AT OF TOTAL METROPOLITAN AREA GLA PROPERTIES 12/31/01 PORTFOLIO - ------------------------------ ---------------- ------------------ -------------------- ---------------- Atlanta, GA 5,254,229 37 96% 8.2% Baltimore, MD 1,308,111 17 92% 2.0% Central Pennsylvania 3,214,209 20 94% 5.0% Chicago, IL 6,053,262 59 91% 9.5% Cincinnati, OH 1,683,100 8 77% 2.6% Cleveland, OH 102,500 1 100% 0.2% Columbus, OH 2,126,616 7 74% 3.3% Dallas, TX 4,147,323 72 92% 6.5% Dayton, OH 342,746 7 94% 0.5% Denver, CO 4,600,647 95 93% 7.2% Des Moines, IA 692,708 4 97% 1.1% Detroit, MI 4,817,386 140 94% 7.5% Grand Rapids, MI 2,789,686 24 91% 4.4% Houston, TX 3,228,925 26 94% 5.0% Indianapolis, IN 4,822,192 43 83% 7.5% Long Island, NY 237,869 7 98% 0.4% Los Angeles, CA 418,885 18 93% 0.7% Louisville, KY 443,500 2 100% 0.7% Milwaukee, WI 419,034 8 87% 0.7% Minneapolis/St. Paul, MN 4,933,720 54 95% 7.7% Nashville, TN 1,843,804 17 84% 2.9% N. New Jersey 2,870,593 47 93% 4.5% Philadelphia, PA 1,186,116 27 99% 1.8% Phoenix, AZ 96,845 2 94% 0.2% Portland, OR 744,553 29 94% 1.2% Salt Lake City, UT 738,947 46 87% 1.1% S. New Jersey 1,439,786 26 99% 2.2% St. Louis, MO 1,031,858 11 100% 1.6% Tampa, FL 1,584,701 50 86% 2.5% Other (a) 828,958 14 98% 1.3% ---------------- ------------------ -------------------- ---------------- Total or Average 64,002,809 918 91% 100.0% ================ ================== ==================== ================ (a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Austin, Texas; Wichita, Kansas and West Lebanon, New Hampshire. 9
PROPERTY ACQUISITION ACTIVITY During 2001, the Company completed 16 separate industrial property acquisition transactions comprising 79 in-service industrial properties totaling approximately 4.4 million square feet of GLA at a total purchase price of approximately $211.8 million, or $48.27 per square foot. The Company also purchased several land parcels for an aggregate purchase price of approximately $15.7 million. The 79 industrial properties acquired have the following characteristics: NUMBER OF OCCUPANCY METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/01 ACQUISITION DATE ---------------------------- ------------ ---------- ---------------------------------- ----------- ------------------- Dallas, TX (a) 25 1,255,366 Lt. Industrial/R&D Flex/Bulk 78% January 26, 2001 Whse./Reg. Whse. Los Angeles, CA 2 129,600 Regional Warehouse 100% February 6, 2001 Los Angeles, CA (b) 11 81,134 Light Industrial 100% April 3, 2001 Philadelphia, PA 8 447,642 Lt. Industrial/Bulk Whse./Reg. 100% April 18, 2001 Whse. Indianapolis, IN 1 192,000 Bulk Warehouse 100% May 8, 2001 Chicago, IL 1 92,527 Light Industrial 81% June 15, 2001 Nashville, TN 1 43,026 Light Industrial 100% June 28, 2001 Tampa, FL 1 64,742 Light Industrial 100% June 28, 2001 Southern New Jersey 1 52,800 Light Industrial 100% June 28, 2001 Tampa, FL 6 237,949 Light Industrial/R&D Flex 79% July 2, 2001 Los Angeles, CA 1 115,702 Bulk Warehouse 77% August 8, 2001 Atlanta, GA 11 512,540 Lt. Industrial/R&D Flex/Bulk 98% August 31, 2001 Whse./Reg. Whse. Denver, CO 5 514,102 Light Industrial/ Bulk Warehouse 93% October 1, 2001 Chicago, IL 2 396,191 Bulk Warehouse 100% October 11, 2001 Baltimore, MD 1 49,259 Light Industrial 100% November 8, 2001 Northern New Jersey 2 203,252 Light Industrial/R&D Flex 57% December 31, 2001 ------------ ---------- 79 4,387,832 ============ ========== (a) One property was sold on June 28, 2001. (b) One property was sold on September 5, 2001. PROPERTY DEVELOPMENT ACTIVITY During 2001, the Company placed in-service seven developments totaling approximately 1.1 million square feet of GLA at a total cost of approximately $48.0 million, or $43.92 per square foot. The developed properties have the following characteristics: OCCUPANCY PLACED IN-SERVICE METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/01 DATE - -------------------------------------------- ---------- --------------------------- -------------- -------------------- Detroit, MI 160,000 Bulk Warehouse 100% March 1, 2001 Tampa, FL (a) 42,000 Light Industrial N/A March 30, 2001 Nashville, TN(b) 403,750 Bulk Warehouse N/A June 1, 2001 Baton Rouge, LA (c) 90,662 Light Industrial N/A June 27, 2001 New Orleans, LA (c) 253,681 Bulk Warehouse N/A June 27, 2001 Denver, CO 32,741 Bulk Warehouse 81% August 1, 2001 Phoenix, AZ (d) 109,730 Bulk Warehouse N/A October 1, 2001 ---------- 1,092,564 ========== (a) Property was sold on March 30, 2001. (b) Property was sold on July 2, 2001. (c) Property was sold on June 27, 2001. (d) Property was sold on December 28, 2001. At December 31, 2001, the Company had 45 projects under development, with an estimated completion GLA of approximately 5.1 million square feet and an estimated completion cost of approximately $232.6 million. The Company estimates it will place in service all of the projects in fiscal year 2002. There can be no assurance that the Company will place in service these projects in 2002 or that the actual completion cost will not exceed the estimated completion cost stated above. 10
PROPERTY SALES During 2001, the Company sold 128 in-service industrial properties and four out-of-service properties totaling approximately 9.0 million square feet of GLA and several land parcels. Total gross sales proceeds approximated $386.9 million. The 128 in-service properties and four out-of-service properties sold have the following characteristics: NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE SALE DATE - --------------------------- ----------- -------------- --------------------------------- --------------------- Detroit, MI 1 8,760 Light Industrial January 12, 2001 Detroit, MI 1 42,060 Light Industrial February 2, 2001 Indianapolis, IN (a) 1 14,000 Light Industrial February 21, 2001 Detroit, MI 1 26,400 Light Industrial March 19, 2001 Nashville, TN 1 25,300 Light Industrial March 21, 2001 Detroit, MI 1 18,107 R&D Flex March 22, 2001 Detroit, MI 1 24,410 Light Industrial March 23, 2001 Dallas, TX 3 315,199 Bulk Warehouse/Reg. Warehouse March 23, 2001 Detroit, MI 3 335,390 R&D Flex/Bulk Whse./Reg. Whse. March 26, 2001 Houston, TX 2 38,071 Light Industrial March 26, 2001 Houston, TX 2 63,808 Light Industrial March 28, 2001 Detroit, MI 1 66,395 Regional Warehouse March 29, 2001 Portland, OR 3 35,000 Light Industrial March 30, 2001 St. Louis, MO 1 43,868 Light Industrial March 30, 2001 Tampa, FL 2 124,469 Light Industrial/Regional March 30, 2001 Warehouse Central Pennsylvania 1 623,832 Bulk Warehouse April 16, 2001 Milwaukee, WI 1 51,950 Light Industrial May 11, 2001 Des Moines, IA 3 75,072 Light Industrial May 17, 2001 Milwaukee, WI 1 468,000 Manufacturing June 4, 2001 St. Louis, MO 1 75,600 Light Industrial June 5, 2001 Chicago, IL 1 49,853 Light Industrial June 13, 2001 Minneapolis, MN 1 112,083 Manufacturing June 18, 2001 Southern New Jersey 1 14,000 Light Industrial June 20, 2001 Detroit, MI 1 26,125 Bulk Warehouse June 20, 2001 Detroit, MI 1 33,300 Light Industrial June 25, 2001 Atlanta, GA 1 35,425 Light Industrial June 27, 2001 Chicago, IL 2 127,122 Light Industrial June 27, 2001 Detroit, MI 2 63,902 R&D Flex/Regional Warehouse June 27, 2001 Louisiana 23 1,425,622 Lt. Industrial/R&D Flex/Bulk June 27, 2001 Whse./Reg. Whse. Chicago, IL 3 646,497 Light Industrial/Bulk Warehouse June 28, 2001 Milwaukee, WI 1 29,099 Light Industrial June 28, 2001 Dallas, TX 1 90,274 Regional Warehouse June 28, 2001 Nashville, TN 1 403,750 Bulk Warehouse July 2, 2001 Nashville, TN 1 122,000 Bulk Warehouse July 3, 2001 Tampa, FL 5 304,207 Bulk Warehouse/Regional July 19, 2001 Warehouse Northern New Jersey 13 294,535 Light Industrial/Regional July 24, 2001 Warehouse Des Moines, IA 2 274,332 Bulk Warehouse August 10, 2001 Minneapolis, MN 1 62,293 Light Industrial August 10, 2001 Milwaukee, WI 1 63,716 Light Industrial August 10, 2001 Portland, OR 1 7,500 Light Industrial August 27, 2001 Detroit, MI 1 8,480 Light Industrial August 28, 2001 Los Angeles, CA 1 7,300 Light Industrial September 5, 2001 Denver, CO 7 212,312 Light Industrial September 25, 2001 Chicago, IL 1 364,000 Manufacturing September 26, 2001 Central Pennsylvania 1 378,000 Bulk Warehouse September 27, 2001 Denver, CO 2 87,995 R&D Flex September 28, 2001 Chicago, IL 1 61,548 Light Industrial October 18, 2001 Long Island, NY (a) 1 34,000 Light Industrial October 19, 2001 Long Island, NY 3 105,617 Light Industrial/Regional October 29, 2001 Warehouse Detroit, MI 1 17,240 Manufacturing November 2, 2001 Chicago, IL 1 43,636 Manufacturing November 28, 2001 St. Louis, MO 1 66,600 Light Industrial December 14, 2001 Minneapolis, MN 2 182,560 Light Industrial/Bulk Warehouse December 20, 2001 Minneapolis, MN (a) 2 67,255 Light Industrial December 28, 2001 Detroit, MI 2 217,873 Light Industrial/Bulk Warehouse December 28, 2001 Atlanta, GA 2 188,800 Light Industrial/Bulk Warehouse December 28, 2001 Denver, CO 1 16,444 Light Industrial December 28, 2001 Phoenix, AZ 1 109,730 Bulk Warehouse December 28, 2001 Long Island, NY 7 156,078 Light Industrial December 28, 2001 ----------- -------------- 132 8,986,794 =========== ============== (a) Properties were out-of-service when sold. 11
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END During the period January 1, 2002 through March 1, 2002, the Company acquired 16 industrial properties for a total estimated investment of approximately $41.5 million. The Company also sold four industrial properties for approximately $7.2 million of gross proceeds. 12
DETAIL PROPERTY LISTING The following table lists all of the Company's properties as of December 31, 2001, by geographic market area. PROPERTY LISTING LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- ATLANTA - ------- 4250 River Green Parkway Duluth, GA (a) 1988 R&D/Flex 2.14 28,942 100% 3400 Corporate Parkway Duluth, GA (a) 1987 Light Industrial 3.73 59,959 91% 3450 Corporate Parkway Duluth, GA (a) 1988 R&D/Flex 2.38 37,346 64% 3500 Corporate Parkway Duluth, GA (a) 1991 R&D/Flex 2.80 44,242 100% 3425 Corporate Parkway Duluth, GA (a) 1990 R&D/Flex 3.49 43,006 100% 1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100% 14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100% 801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,185 74% 1665 Dogwood Drive Conyers, GA 1973 Manufacturing 9.46 198,000 100% 1715 Dogwood Drive Conyers, GA 1973 Manufacturing 4.61 100,000 100% 11235 Harland Drive Covington, GA 1988 Light Industrial 5.39 32,361 100% 4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 100% 4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100% 1875 Rockdale Industrial Blvd. Conyers, GA 1966 Manufacturing 5.70 121,600 100% 3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 80% 370 Great Southwest Pkway (h) Atlanta, GA 1986 Light Industrial 8.06 150,536 80% 955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 0% 7000 Highland Parkway Smyrna, GA 1998 Bulk Warehouse 10.00 123,808 100% 2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100% 2039 Monier Blvd Lithia Springs, GA 1999 Bulk Warehouse 10.00 110,000 72% 1005 Sigman Road Conyers, GA 1986 Bulk Warehouse 9.12 127,338 100% 2050 East Park Drive Conyers, GA 1998 Reg. Warehouse 5.46 90,289 100% 1003 Sigman Road Conyers, GA 1996 Bulk Warehouse 11.30 123,457 100% 201 Greenwood McDonough, GA 1999 Bulk Warehouse 39.00 800,000 100% 220 Greenwood McDonough, GA 2000 Bulk Warehouse 26.69 504,000 100% 1255 Oakbrook Drive Norcross, GA 1984 Light Industrial 2.50 36,000 100% 1256 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.48 40,504 100% 1265 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.52 51,200 100% 1266 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.62 30,378 100% 1275 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.36 62,400 100% 1280 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.34 46,400 100% 1300 Oakbrook Drive Norcross, GA 1986 Light Industrial 5.41 52,000 100% 1325 Oakbrook Drive Norcross, GA 1986 Light Industrial 3.53 53,120 100% 1351 Oakbrook Drive Norcross, GA 1984 R&D/Flex 3.93 36,600 69% 1346 Oakbrook Drive Norcross, GA 1985 R&D/Flex 5.52 74,538 100% 1412 Oakbrook Drive Norcross, GA 1985 R&D/Flex 2.89 29,400 100% ---------- --------- SUBTOTAL OR AVERAGE 5,254,229 96% ---------- --------- BALTIMORE - --------- 3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 100% 1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100% 1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 100% 1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100% 1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100% 1820 Portal Baltimore, MD (e) 1982 Bulk Warehouse 6.55 171,000 100% 6615 Tributary Baltimore, MD 1987 Light Industrial 4.36 65,860 100% 7340 Executive Frederick, MD 1988 R&D/Flex 9.38 78,418 100% 4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 0% 8900 Yellow Brick Road Baltimore, MD 1982 Light Industrial 5.80 60,000 100% 7476 New Ridge Hanover, MD 1987 Light Industrial 18.00 71,866 86% 1328 Charwood Road Hanover, MD 1986 Bilk Warehouse 9.00 150,500 100% 8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,140 100% 1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 93% 1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 92% 1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 100% 1920 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100% ---------- --------- SUBTOTAL OR AVERAGE 1,308,111 92% ---------- --------- CENTRAL PENNSYLVANIA - -------------------- 1214-B Freedom Road Cranberry, PA 1982 Reg. Warehouse 5.99 32,779 100% 401 Russell Drive Middletown, PA 1990 Reg. Warehouse 5.20 52,800 0% 2700 Commerce Drive Middletown, PA 1990 Reg. Warehouse 3.60 32,000 100% 2701 Commerce Drive Middletown, PA 1989 Light Industrial 6.40 48,000 100% 2780 Commerce Drive Middletown, PA 1989 Light Industrial 2.00 21,600 100% 7125 Grayson Road Harrisburg, PA 1991 Bulk Warehouse 17.17 300,000 67% 7253 Grayson Road Harrisburg, PA 1990 Bulk Warehouse 12.42 198,386 100% 5020 Louise Drive Mechanicsburg, PA 1995 Light Industrial 5.06 49,350 43% 13
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- CENTRAL PENNSYLVANIA (CONT.) - ---------------------------- 7195 Grayson Road Harrisburg, PA 1994 Bulk Warehouse 6.02 100,000 100% 400 First Street Middletown, PA 1963/96 Bulk Warehouse 14.88 167,500 100% 401 First Street Middletown, PA 1963/96 Bulk Warehouse 43.55 490,140 100% 500 Industrial Lane Middletown, PA 1970/96 Bulk Warehouse 10.29 115,890 100% 600 Hunter Lane Middletown, PA 1996 Bulk Warehouse 14.77 216,387 100% 300 Hunter Lane Middletown, PA 1996 Bulk Warehouse 16.71 321,333 100% Fruehauf Building #6 Middletown, PA 1998 Bulk Warehouse 0.00 242,824 100% 3380 Susquehanna Trail North York, PA 1990 Bulk Warehouse 10.00 112,500 100% 495 East Locust Lane York, PA 1993 Bulk Warehouse 15.00 200,000 100% 350 Old Silver Spring Road Mechanicsburg, PA 1968 Light Industrial 20.00 264,120 100% 4500 Westport Drive Mechanicsburg, PA 1996 Bulk Warehouse 11.20 178,600 100% 125 East Kensinger Drive Cranberry Township, PA 2000 Reg. Warehouse 13.00 70,000 100% ---------- --------- SUBTOTAL OR AVERAGE 3,214,209 94% ---------- --------- CHICAGO - ------- 720-730 Landwehr Road Northbrook, IL (a) 1978 Light Industrial 4.29 66,912 100% 3170-3190 MacArthur Boulevard Northbrook, IL (a) 1978 Light Industrial 2.14 41,423 100% 20W201 101st Street Lemont, IL (a) 1988 Bulk Warehouse 8.72 160,200 86% 280-296 Palatine Road Wheeling, IL (a) 1978 Bulk Warehouse 4.67 90,833 90% 2300 Hammond Drive Schaumburg, IL 1970 Light Industrial 4.13 77,000 50% 3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 204,679 84% 6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 100% 585 Slawin Court Mount Prospect, IL 1992 R&D/Flex 3.71 38,150 100% 2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 100% 3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100% 3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 66,958 73% 736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,180 100% 480 East 14th St. Chicago Heights, IL 1958 Bulk Warehouse 11.66 284,135 74% 305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100% 4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100% 12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,301 0% 3150-3160 MacArthur Boulevard Northbrook, IL 1978 Light Industrial 2.14 41,780 100% 365 North Avenue Carol Stream, IL 1969 Bulk Warehouse 28.65 225,000 100% 2942 MacArthur Boulevard Northbrook, IL 1979 R&D/Flex 3.12 49,730 100% 305-307 East North Avenue Carol Stream, IL 1999 Reg. Warehouse 0.00 50,009 100% 301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100% 410 West 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,436 100% 11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 100% 405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100% 1010-50 Sesame Street Bensenville, IL 1976 Manufacturing 8.00 252,000 100% 5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100% 3200-3250 South St. Louis (h) Chicago, IL 1968 Light Industrial 8.66 74,685 100% 3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100% 7301 South Hamlin Chicago, IL 1975/86 Light Industrial 1.49 56,017 100% 7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 90% 7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100% 385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 182,000 87% 335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100% 10435 Seymour Avenue Franklin Park, IL 1967 Light Industrial 1.85 53,500 43% 905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100% 1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,574 50% 34-45 Lake Street Northlake, IL 1978 Bulk Warehouse 5.71 124,804 100% 2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 52% 4309 South Morgan Street Chicago, IL 1975 Manufacturing 6.91 200,000 49% 405-17 University Drive Arlington Hgts, IL 1977 Light Industrial 2.42 56,400 100% 3575 Stern Avenue St. Charles, IL 1979/84 Reg. Warehouse 2.73 68,728 100% 3810 Stern Avenue St. Charles, IL 1985 Reg. Warehouse 4.67 100,074 100% 315 Kirk Road St. Charles, IL 1969/93/95 Bulk Warehouse 12.42 309,600 100% 550 Business Center Drive Mount Prospect, IL 1984 Light Industrial 2.26 34,596 0% 700 Business Center Drive Mount Prospect, IL 1980 Light Industrial 3.12 34,800 100% 555 Business Center Drive Mount Prospect, IL 1981 Light Industrial 2.96 31,175 100% 800 Business Center Drive Mount Prospect, IL 1988/99 Light Industrial 5.40 81,610 100% 580 Slawin Court Mount Prospect, IL 1985 Light Industrial 2.08 30,225 100% 1150 Feehanville Mount Prospect, IL 1983 Light Industrial 2.74 33,600 100% 851 Feehanville Mount Prospect, IL 1983 Light Industrial 2.87 34,875 100% 1200 Business Center Drive Mount Prospect, IL 1988/2000 Light Industrial 6.68 106,000 100% 1331 Business Center Drive Mount Prospect, IL 1985 Light Industrial 3.12 30,380 100% 1601 Feehanville Drive Mount Prospect, IL 1986/2000 R&D/Flex 6.07 64,080 100% 3627 Stern Avenue St. Charles, IL 1979 Light Industrial 1.84 30,000 100% 301-329 Airport Blvd. North Aurora, IL 1997 Light Industrial 8.05 92,527 81% 19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 100% 19W751 101st Street Lemont, IL 1991 Bulk Warehouse 7.13 147,400 100% 14
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- CHICAGO, (CONT.) - ------- 1661 Feehanville Drive Mount Prospect, IL 1986 R&D/Flex 6.89 85,955 100% ---------- --------- SUBTOTAL OR AVERAGE 6,053,262 91% ---------- --------- CINCINNATI - ---------- 9900-9970 Princeton Cincinnati, OH (b) 1970 Bulk Warehouse 10.64 185,580 63% 2940 Highland Avenue Cincinnati, OH (b) 1969/74 Bulk Warehouse 17.08 502,000 54% 4700-4750 Creek Road Blue Ash, OH (b) 1960 Light Industrial 15.32 265,000 89% 12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 77% 901 Pleasant Valley Drive Springboro, OH 1984 Light Industrial 7.70 69,220 100% 4440 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 15.26 240,000 100% 4434 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 25.00 140,800 82% 9449 Glades Road Hamilton, OH 1999 Bulk Warehouse 7.40 168,000 100% ---------- --------- SUBTOTAL OR AVERAGE 1,683,100 77% ---------- --------- CLEVELAND - --------- 6675 Parkland Boulevard Solon, OH 1991 R&D/Flex 10.41 102,500 100% ---------- --------- SUBTOTAL OR AVERAGE 102,500 100% ---------- --------- COLUMBUS - -------- 3800 Lockbourne Industrial Pky Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100% 3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 43.41 705,600 74% 1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 51% 4300 Cemetery Road Hilliard, OH 1968 Manufacturing 62.71 255,470 100% 4115 Leap Road (h) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100% 3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 0% ---------- --------- SUBTOTAL OR AVERAGE 2,126,616 74% ---------- --------- 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 0% 12750 Perimeter Drive Dallas, TX 1979 Bulk Warehouse 6.72 178,200 72% 1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100% 1405-1409 Avenue II East Grand Prairie, TX 1969 Light Industrial 1.79 36,000 100% 2651-2677 Manana Dallas, TX 1966 Light Industrial 2.55 82,229 100% 2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100% 4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100% 900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100% 2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 100% 2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100% 2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100% 12784 Perimeter Drive (i) Dallas, TX 1981 Light Industrial 4.57 95,671 82% 3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100% 3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100% 5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100% 405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 100% 816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 100% 1017-25 Jacksboro Highway Fort Worth, TX 1970 Light Industrial 1.49 30,000 100% 7341 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.09 20,045 100% 7427 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.60 27,500 100% 7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,107 100% 7370 Dogwood Park Richland Hills, TX 1987 Light Industrial 1.18 18,500 100% 7339-41 Tower Street Richland Hills, TX 1980 Light Industrial 0.95 17,600 100% 7437-45 Tower Street Richland Hills, TX 1977 Light Industrial 1.16 20,400 100% 7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,604 92% 7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,523 100% 7450-70 Dogwood Park Richland Hills, TX 1985 Light Industrial 0.88 18,004 100% 7423-49 Airport Freeway Richland Hills, TX 1985 R&D/Flex 2.39 33,812 100% 7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 22,867 100% 1602-1654 Terre Colony Dallas, TX 1981 Bulk Warehouse 5.72 130,949 83% 3330 Duncanville Road Dallas, TX 1987 Reg. Warehouse 2.20 50,560 100% 2001 110th Street Grand Prairie, TX 1973/93 Reg. Warehouse 3.50 74,106 100% 6851-6909 Snowden Road Fort Worth, TX 1985/86 Bulk Warehouse 13.00 281,200 100% 2351-2355 Merritt Drive Garland, TX 1986 R&D/Flex 5.00 16,740 43% 10575 Vista Park Dallas, TX 1988 Reg. Warehouse 2.10 37,252 100% 701-735 North Plano Road Richardson, TX 1972/94 Bulk Warehouse 5.78 100,065 100% 2259 Merritt Drive Garland, TX 1986 R&D/Flex 1.90 16,740 100% 2260 Merritt Drive Garland, TX 1986/99 Reg. Warehouse 3.70 62,847 100% 2220 Merritt Drive Garland, TX 1986/2000 Reg. Warehouse 3.90 70,390 100% 2010 Merritt Drive Garland, TX 1986 Reg. Warehouse 2.80 57,392 100% 2363 Merritt Drive Garland, TX 1986 R&D/Flex 0.40 12,300 100% 2447 Merritt Drive Garland, TX 1986 R&D/Flex 0.40 12,300 100% 2465-2475 Merritt Drive Garland, TX 1986 R&D/Flex 0.50 16,740 100% 2485-2505 Merritt Drive Garland, TX 1986 Bulk Warehouse 5.70 108,550 100% 17919 Waterview Parkway Dallas, TX 1987 Reg. Warehouse 4.88 70,936 100% 2081 Hutton Drive-Bldg 1 (i) Carrolton, TX 1981 R&D/Flex 3.73 42,170 78% 15
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- DALLAS/FORT WORTH, (CONT.) - ----------------- 2150 Hutton Drive Carrolton, TX 1980 Light Industrial 2.50 48,325 100% 2110 Hutton Drive Carrolton, TX 1985 R&D/Flex 5.83 59,528 71% 2025 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.81 73,556 100% 2019 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.93 80,780 100% 1420 Valwood-Bldg 1 (h) Carrolton, TX 1986 R&D/Flex 3.30 40,528 81% 1620 Valwood-Bldg 1 (i) Carrolton, TX 1986 Light Industrial 6.59 103,475 69% 1505 Luna Road-Bldg II Carrolton, TX 1988 Light Industrial 1.00 16,800 100% 1625 West Crosby Road Carrolton, TX 1988 Light Industrial 4.72 87,687 100% 2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 100% 1840 Hutton Drive (h) Carrolton, TX 1986 R&D/Flex 5.83 93,132 100% 1420 Valwood-Bldg II Carrolton, TX 1986 Light Industrial 3.32 55,625 100% 2015 McKenzie Drive Carrolton, TX 1986 Light Industrial 3.38 73,187 62% 2105 McDaniel Drive Carrolton, TX 1986 Bulk Warehouse 4.59 107,915 0% 2009 McKenzie Drive Carrolton, TX 1987 Light Industrial 3.03 66,752 100% 1505 Luna Road-Bldg I Carrolton, TX 1988 Light Industrial 2.97 49,791 96% 1505 Luna Road-Bldg III Carrolton, TX 1988 Light Industrial 3.64 58,989 100% 2104 Hutton Drive Carrolton, TX 1990 Light Industrial 1.70 24,800 100% ---------- --------- SUBTOTAL OR AVERAGE 4,147,323 92% ---------- --------- DAYTON - ------ 6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 93% 6202-6220 Executive Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 100% 6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 82% 5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100% 6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 100% 2200-2224 Sandridge Road Moraine, OH 1983 Light Industrial 2.96 58,746 100% 8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 70% ---------- --------- SUBTOTAL OR AVERAGE 342,746 94% ---------- --------- DENVER - ------ 7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,269 76% 7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 91% 7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 82% 7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 93% 7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 81% 20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 65% 15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,767 96% 15850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 100% 5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 100% 700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 50% 702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 93% 6425 North Washington Denver, CO 1983 R&D/Flex 4.05 82,120 81% 3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,520 87% 3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 100% 3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 100% 3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,937 75% 4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 91% 4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 93% 1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,787 92% 3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 55,027 100% 3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100% 5454 Havana Street Denver, CO 1980 R&D/Flex 2.68 42,504 100% 5500 Havana Street Denver, CO 1980 R&D/Flex 2.19 34,776 42% 4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100% 5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 76% 5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100% 5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100% 5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100% 2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100% 6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100% 875 Parfet Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100% 4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 51,260 100% 833 Parfet Street Lakewood, CO 1974 R&D/Flex 2.57 24,800 100% 11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100% 7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 82% 7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 100% 6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 88% 445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 100% East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,210 100% 7025 South Revere Parkway Denver, CO 1997 R&D/Flex 3.20 59,270 100% 9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100% 9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100% 9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 100% 9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 65% 16
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- DENVER (CONT.) - ------ 8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 100% 8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100% 8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100% 451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100% 608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 100% 610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 69% 1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100% 1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100% 15000 West 6th Avenue Golden, CO 1985 R&D/Flex 5.25 69,279 81% 14998 West 6th Avenue Building E Golden, CO 1995 R&D/Flex 2.29 42,832 100% 14998 West 6th Avenue Building F Englewood, CO 1995 R&D/Flex 2.29 20,424 100% 12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 78% 6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 59,918 97% 7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 100% 2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,108 91% 2370 South Trenton Way Denver, CO 1983 R&D/Flex 3.27 22,735 100% 2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 100% 2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 96% 651 Topeka Way Denver, CO 1985 R&D/Flex 4.53 24,000 88% 680 Atchinson Way Denver, CO 1985 R&D/Flex 4.53 24,000 100% 8122 South Park Lane - A Littleton, CO 1986 R&D/Flex 5.09 43,987 98% 8122 South Park Lane - B Littleton, CO 1986 Light Industrial 2.28 20,389 100% 1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 60% 1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100% 1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 54% 13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 71% 4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,381 95% 14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100% 11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100% 5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 54,738 100% 3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100% 2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100% 2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 100% 14818 West 6th Avenue Bldg. A Golden, CO 1985 R&D/Flex 2.54 39,776 100% 14828 West 6th Avenue Bldg. B Golden, CO 1985 R&D/Flex 2.54 41,805 57% 12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 94% 4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100% 4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100% 5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100% 7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 100% 10311 W. Hampden Avenue Lakewood, CO 1999 Light Industrial 4.40 52,183 93% 9197 6th Avenue Lakewood, CO 2000 Light Industrial 2.86 32,741 81% 8200 E. Park Meadows Drive (h) Lone Tree, CO 1984 R&D Flex 6.60 90,219 91% 3250 Quentin (h) Aurora, CO 1984/2000 Light Industrial 8.90 144,464 100% 11585 E. 53rd Ave. (h) Denver, CO 1984 Bulk Warehouse 15.10 335,967 100% 10500 East 54th Ave. (i) Denver, CO 1986 Light Industrial 9.12 178,135 81% ---------- ----------- SUBTOTAL OR AVERAGE 4,600,647 93% ---------- ----------- DES MOINES - ---------- 4121 McDonald Avenue Des Moines, IA 1977 Bulk Warehouse 11.02 177,431 100% 4141 McDonald Avenue Des Moines, IA 1976 Bulk Warehouse 11.03 263,196 96% 4161 McDonald Avenue Des Moines, IA 1979 Bulk Warehouse 11.02 164,081 100% 2250 Delaware Ave. Des Moines, IA 1975 Reg. Warehouse 4.20 88,000 90% ---------- ----------- SUBTOTAL OR AVERAGE 692,708 97% ---------- ----------- DETROIT - ------- 2654 Elliott Troy, MI (a) 1986 R&D/Flex 0.75 9,700 100% 1731 Thorncroft Troy, MI (a) 1969 Light Industrial 2.26 38,000 100% 1653 E. Maple Troy, MI (a) 1990 R&D/Flex 1.38 23,392 100% 47461 Clipper Plymouth, MI (a) 1992 Light Industrial 1.10 11,600 100% 47522 Galleon Plymouth, MI (a) 1990 Light Industrial 0.90 13,507 100% 238 Executive Drive Troy, MI 1973 Light Industrial 1.32 13,740 100% 256 Executive Drive Troy, MI 1974 Light Industrial 1.12 11,273 100% 301 Executive Drive Troy, MI 1974 Light Industrial 1.27 20,411 100% 449 Executive Drive Troy, MI 1975 Reg. Warehouse 2.12 33,001 100% 501 Executive Drive Troy, MI 1984 Light Industrial 1.57 18,061 100% 451 Robbins Drive Troy, MI 1975 Light Industrial 1.88 28,401 100% 800 Stephenson Highway Troy, MI 1979 R&D/Flex 4.39 48,200 100% 1035 Crooks Road Troy, MI 1980 Light Industrial 1.74 23,320 100% 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% 17
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- DETROIT (CONT.) - ------- 1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100% 1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100% 1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100% 1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100% 1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 1921 Northwood Drive Troy, MI 1977 Light Industrial 2.33 42,000 100% 2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100% 2451 Elliott Avenue Troy, MI 1974 Light Industrial 1.68 24,331 100% 2730 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 3.52 57,850 100% 2791 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 4.48 64,199 100% 2871 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 3.55 49,543 100% 2911 Research Drive Rochester Hills, MI 1992 Reg. Warehouse 5.72 80,078 100% 3011 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 2.55 32,637 100% 2870 Technology Drive Rochester Hills, MI 1988 Light Industrial 2.41 24,445 100% 2900 Technology Drive Rochester Hills, MI 1992 Reg. Warehouse 2.15 31,047 100% 2920 Technology Drive Rochester Hills, MI 1992 Light Industrial 1.48 19,011 100% 2930 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.41 17,994 100% 2950 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.48 19,996 100% 23014 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.65 7,200 100% 23028 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.26 20,265 100% 23035 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.23 15,200 100% 23042 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.75 8,790 100% 23065 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.91 12,705 100% 23070 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 1.43 16,765 100% 23079 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.85 10,830 100% 23093 Commerce Drive Farmington Hills, MI 1983 Reg. Warehouse 3.87 49,040 100% 23135 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.02 23,969 100% 23163 Commerce Drive Farmington Hills, MI 1986 Light Industrial 1.51 19,020 100% 23177 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.29 32,127 100% 23206 Commerce Drive Farmington Hills, MI 1985 Light Industrial 1.30 19,822 100% 23290 Commerce Drive Farmington Hills, MI 1980 Reg. Warehouse 2.56 42,930 100% 23370 Commerce Drive Farmington Hills, MI 1980 Light Industrial 0.67 8,741 100% 21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 93% 1451 East Lincoln Avenue Madison Heights, MI 1967 Light Industrial 3.92 75,000 100% 4400 Purks Drive Auburn Hills, MI 1987 Light Industrial 13.04 157,100 100% 4177A Varsity Drive Ann Arbor, MI 1993 Light Industrial 2.48 11,050 50% 6515 Cobb Drive Sterling Heights, MI 1984 Light Industrial 2.91 47,597 100% 32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 100% 32200 N. Avis Drive Madison Heights, MI 1973 Light Industrial 6.15 88,700 100% 11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100% 12050-12300 Hubbard (h) Livonia, MI 1981 Light Industrial 6.10 85,086 100% 38220 Plymouth Livonia, MI 1988 Bulk Warehouse 13.14 145,232 100% 38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100% 12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100% 9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 38% 9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 100% 28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 50% 28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 88% 28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 75% 28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 88% 28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 84% 28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 100% 9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100% 9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100% 9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100% 29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100% 29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100% 29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100% 29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 100% 29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100% 29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,837 44% 29120-29134 Airport Drive Romulus, MI 1986 Light Industrial 2.53 29,282 75% 29200-29214 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,282 100% 9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,173 95% 26980 Trolley Industrial Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100% 12050-12200 Farmington Road Livonia, MI 1973 Light Industrial 1.34 25,470 80% 18
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- ------- DETROIT (CONT.) 33200 Capitol Avenue Livonia, MI 1977 Light Industrial 2.16 40,000 100% 32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100% 2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 100% 32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100% 11862 Brookfield Avenue Livonia, MI 1972 Light Industrial 0.92 14,600 0% 11923 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.76 14,600 100% 11965 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.88 14,600 100% 34005 Schoolcraft Road Livonia, MI 1981 Light Industrial 1.70 26,100 100% 13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 100% 1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100% 1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100% 450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100% 1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100% 12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100% 12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100% 33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100% 2002 Stephenson Highway Troy, MI 1986 R&D/Flex 1.42 21,850 100% 47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100% 32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100% 32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100% 32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100% 12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100% 33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 100% 1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 100% 1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100% 1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100% 9800 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100% 1840 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 2.42 33,240 100% 1885 Enterprise Drive Rochester Hills, MI 1990 Light Industrial 1.47 19,604 100% 1935-55 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 4.54 53,400 100% 5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100% 750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 100% 800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 0% 850 Chicago Road Troy, MI 1984 Light Industrial 0.97 16,049 100% 2805 S. Industrial Highway Ann Arbor, MI 1990 R&D/Flex 1.70 24,458 58% 6833 Center Drive Sterling Heights, MI 1998 Reg. Warehouse 4.42 66,132 0% 22731 Newman Street Dearborn, MI 1985 R&D/Flex 2.31 48,000 54% 32201 North Avis Drive Madison Heights, MI 1974 R&D/Flex 4.19 50,000 0% 1100 East Mandoline Road Madison Heights, MI 1967 Bulk Warehouse 8.19 117,903 100% 30081 Stephenson Highway Madison Heights, MI 1967 Light Industrial 2.50 50,750 100% 1120 John A. Papalas Drive(i) 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% 22701 Trolley Industrial Taylor, MI 1999 Bulk Warehouse 9.12 160,035 100% 1400 Allen Drive Troy, MI 1979 Reg. Warehouse 1.98 27,280 100% 1408 Allen Drive Troy, MI 1979 Light Industrial 1.44 19,704 100% 1305 Stephenson Hwy Troy, MI 1979 Reg. Warehouse 3.42 47,000 100% 32505 Industrial Drive Madison Heights, MI 1979 Light Industrial 3.07 47,013 100% 1799-1813 Northfield Drive(h) Rochester Hills, MI 1980 Light Industrial 4.22 67,360 100% ---------- ------ SUBTOTAL OR AVERAGE 4,817,386 94% ---------- ------ GRAND RAPIDS 3232 Kraft Avenue Grand Rapids, MI (a) 1988 Bulk Warehouse 13.15 216,000 80% 8181 Logistics Drive Grand Rapids, MI (a) 1990 Bulk Warehouse 10.00 222,000 100% 5062 Kendrick Court Grand Rapids, MI (a) 1987 Manufacturing 2.06 31,750 100% 2 84th Street SW Byron Center, MI 1986 Light Industrial 3.01 30,000 67% 100 84th Street SW Byron Center, MI 1979 Light Industrial 4.20 81,000 57% 511 76th Street SW Grand Rapids, MI 1986 Bulk Warehouse 14.44 202,500 94% 553 76th Street SW Grand Rapids, MI 1985 R&D/Flex 1.16 10,000 100% 555 76th Street SW Grand Rapids, MI 1987 Bulk Warehouse 12.50 200,000 100% 2935 Walkent Court NW Grand Rapids, MI 1991 Light Industrial 4.00 64,961 100% 3300 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 14.00 200,000 100% 3366 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 15.00 200,000 57% 5001 Kendrick Court SE Grand Rapids, MI 1983 Light Industrial 4.00 61,500 65% 5050 Kendrick Court SE Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100% 5015 52nd Street SE Grand Rapids, MI 1987 Light Industrial 4.50 61,250 100% 5025 28th Street Grand Rapids, MI 1967 Light Industrial 1.01 14,400 100% 5079 33rd Street SE Grand Rapids, MI 1990 Bulk Warehouse 7.00 109,875 100% 5333 33rd Street SE Grand Rapids, MI 1991 Bulk Warehouse 8.09 101,250 100% 5130 Patterson Ave Grand Rapids, MI 1987 Light Industrial 3.21 30,000 67% 425 Gordon Industrial Court Grand Rapids, MI 1990 Bulk Warehouse 8.77 173,875 100% 2851 Prairie Street Grandville, MI 1989 Bulk Warehouse 5.48 117,251 100% 2945 Walkent Court Grand Rapids, MI 1993 Bulk Warehouse 4.45 93,374 100% 19
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- ------- GRAND RAPIDS(CONT.) 537 76th Street Grand Rapids, MI 1987 Light Industrial 5.26 80,000 100% 3395 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 3.70 42,600 100% 3427 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 2.40 32,600 15% --------- ----- SUBTOTAL OR AVERAGE 2,789,686 91% --------- ----- HOUSTON 2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 93% 4545 Eastpark Drive Houston, TX 1972 Reg. Warehouse 3.80 81,295 100% 3351 Rauch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 100% 3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100% 3337-3347 Rauch Street Houston, TX 1970 Reg. Warehouse 2.29 53,425 100% 8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100% 4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100% 4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 100% 3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 100% 5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 66% 4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.76 113,400 84% 7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100% 2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 81% 6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 57% 1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100% 1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100% 4545 Mossford Drive Houston, TX 1975 Reg. Warehouse 3.56 66,565 100% 1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100% 7000 Empire Drive Houston, TX (d) 1980 R&D/Flex 6.25 95,073 100% 9777 West Gulfbank Drive Houston, TX (d) 1980 Light Industrial 15.45 252,242 89% 9835 A Genard Road Houston, TX 1980 Bulk Warehouse 39.20 417,350 100% 9835 B Genard Road Houston, TX 1980 Reg. Warehouse 6.40 66,600 100% 10161 Harwin Drive Houston, TX 1979/1981 R & D/Flex 5.27 73,052 100% 10165 Harwin Drive Houston, TX 1979/1981 R & D/Flex 2.31 31,987 100% 10175 Harwin Drive Houston, TX 1797/1981 Light Industrial 2.85 39,475 100% 100 Donwick Drive The Woodlands, TX 1982 Bulk Warehouse 15.85 251,850 100% ---------- ------- SUBTOTAL OR 3,228,925 94% AVERAGE ---------- ------- INDIANAPOLIS 2900 North Shadeland Indianapolis, IN (b) 1957/1992 Bulk Warehouse 60.00 959,459 79% 2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 100% 2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100% 7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 84% 1445 Brookville Way Indianapolis, IN (b) 1989 Bulk Warehouse 8.79 115,200 84% 1440 Brookville Way Indianapolis, IN (b) 1990 Bulk Warehouse 9.64 166,400 100% 1240 Brookville Way Indianapolis, IN (b) 1990 Light Industrial 3.50 63,000 71% 1220 Brookville Way Indianapolis, IN (b) 1990 R&D/Flex 2.10 10,000 100% 1345 Brookville Way Indianapolis, IN (c) 1992 Bulk Warehouse 5.50 130,736 84% 1350 Brookville Way Indianapolis, IN (b) 1994 Reg. Warehouse 2.87 38,460 100% 1341 Sadlier Circle East Indianapolis, IN (c) 1971/1992 Light Industrial 2.03 32,400 75% Drive 1322-1438 Sadlier Circle Indianapolis, IN (c) 1971/1992 Light Industrial 3.79 36,000 97% East Dr 1327-1441 Sadlier Circle Indianapolis, IN (c) 1992 Light Industrial 5.50 54,000 100% East Dr 1304 Sadlier Circle East Indianapolis, IN (c) 1971/1992 Reg. Warehouse 2.42 17,600 100% Drive 1402 Sadlier Circle East Indianapolis, IN (c) 1970/1992 Light Industrial 4.13 40,800 88% Drive 1504 Sadlier Circle East Indianapolis, IN (c) 1971/1992 Manufacturing 4.14 54,000 100% Drive 1311 Sadlier Circle East Indianapolis, IN (c) 1971/1992 R&D/Flex 1.78 13,200 100% Drive 1365 Sadlier Circle East Indianapolis, IN (c) 1971/1992 Light Industrial 2.16 30,000 100% Drive 1352-1354 Sadlier Circle E. Indianapolis, IN (c) 1970/1992 Light Industrial 3.50 44,000 100% Drive 1335 Sadlier Circle East Indianapolis, IN (c) 1971/1992 R&D/Flex 1.20 20,000 100% Drive 1327 Sadlier Circle East Indianapolis, IN (c) 1971/1992 Reg. Warehouse 1.20 12,800 100% Drive 1425 Sadlier Circle East Indianapolis, IN (c) 1971/1992 R&D/Flex 2.49 5,000 100% Drive 1230 Brookville Way Indianapolis, IN (b) 1995 Reg. Warehouse 1.96 15,000 100% 6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100% 6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100% 6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 74% 1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100% 6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 22.00 331,826 27% 2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 88% 8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 56% 8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 44% 8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 93% 3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 56% 3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 0% 4430 Airport Expressway Indianapolis, IN 1970 Bulk Warehouse 32.00 486,394 100% 6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100% 9200 East 146th Street Noblesville, IN 1961 Bulk Warehouse 21.65 150,488 91% 9210 East 146th Street Noblesville, IN 1978 Reg. Warehouse 11.91 23,950 0% 6575 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 4.00 60,000 100% 20
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- ------- INDIANAPOLIS (CONT.) 6585 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 6.00 100,000 100% 6635 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 6.00 100,000 80% 5902 Decatur Blvd Indianapolis, IN 2000 Bulk Warehouse 26.50 389,660 100% 9910 North by Northeast Blvd. Fishers, IN 1994 Bulk Warehouse 8.40 192,000 100% ---------- ------- SUBTOTAL OR 4,822,192 83% AVERAGE ---------- ------- LONG ISLAND 10 Edison Street Amityville, NY 1971 Light Industrial 1.40 34,400 100% 5 Sidney Court Lindenhurst, NY 1962/1992 Light Industrial 1.70 29,300 100% 160 Engineers Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100% 260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,380 100% 87-119 Engineers Drive (h) Hicksville, NY 1966 Light Industrial 1.70 36,400 100% 950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,889 91% ---------- ------- SUBTOTAL OR 237,869 98% AVERAGE ---------- ------- LOS ANGELES 5220 Fourth Street Irwindale, CA 2000 Light Industrial 1.28 28,800 92% 15705 Arrow Highway Irwindale, CA 1987 Light Industrial 0.75 16,792 92% 15709 Arrow Highway Irwindale, CA 1987 Light Industrial 1.10 24,000 100% 6407-6419 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.90 16,392 100% 6423-6431 Alondra Blvd. Paramount., CA 1985 Light Industrial 0.76 13,765 100% 15101-15141 Figueroa St. (h) Los Angeles, CA 1982 Reg. Warehouse 4.70 129,600 100% 20816-18 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100% 21136 South Wilmington Ave. Carson, CA 1989 Bulk Warehouse 6.02 115,702 77% 1830 W. 208th Street Torrance, CA 1981 Light Industrial 0.51 7,800 100% 20807-09 Higgins Court Torrance, CA 1981 Light Industrial 0.38 8,048 100% 20801-03 Higgins Court Torrance, CA 1981 Light Industrial 0.41 8,086 100% 20817-19 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100% 20904-06 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100% 20909-11 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100% 20915-17 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100% 20908-10 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100% 20914-16 Higgins Court Torrance, CA 1981 Light Industrial 0.35 6,100 100% ---------- ------- SUBTOTAL OR 418,885 93% AVERAGE ---------- ------- LOUISVILLE 9001 Cane Run Road Louisville, KY 1998 Bulk Warehouse 39.60 212,500 100% 9101 Cane Road Louisville, KY 2000 Bulk Warehouse 14.00 231,000 100% ---------- ------- SUBTOTAL OR 443,500 100% AVERAGE ---------- ------- MILWAUKEE N25 W23050 Paul Road Pewaukee, WI 1989 R&D/Flex 4.50 37,765 0% N25 W23255 Paul Road Pewaukee, WI 1987 R&D/Flex 4.80 55,940 100% N27 W23293 Roundy Drive Pewaukee, WI 1989 Reg. Warehouse 3.64 39,468 100% 6523 N. Sydney Place Glendale, WI 1978 Light Industrial 4.00 43,440 100% 8800 W. Bradley Milwaukee, WI 1982 Light Industrial 8.00 77,621 100% 4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,000 100% 12221 West Feerick Wauwatosa, WI 1971 Reg. Warehouse 1.90 39,800 100% 4410-80 North 132nd Street Butler, WI 1999 Bulk Warehouse 4.90 100,000 85% ---------- ------- SUBTOTAL OR 419,034 87% AVERAGE ---------- ------- MINNEAPOLIS/ST. PAUL 2700 Freeway Boulevard Brooklyn Center, MN (a) 1981 Light Industrial 7.76 78,741 72% 6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 95% 1275 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,675 100% 1279 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,792 100% 6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100% 6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,198 100% 6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,625 100% 6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 100% 7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,250 92% 7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,297 100% 7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 252,978 100% 7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 74,148 100% 9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 153,813 100% 11201 Hampshire Avenue South Bloomington, MN 1986 Manufacturing 5.90 60,480 100% 12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100% 12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,365 92% 12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,607 78% 980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 84% 990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,608 92% 1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 90% 1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 100% 5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 41% 6464 Sycamore Court Maple Grove, MN 1990 Manufacturing 6.40 79,702 100% 10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 59,030 100% 21
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- ------- MINNEAPOLIS/ST. PAUL (CONT.) 7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,816 100% 7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,168 79% 2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,766 100% 12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100% 6655 Wedgewood Road Maple Grove, MN 1989 Manufacturing 17.88 123,485 100% 900 Apollo Road Egan, MN 1970 Manufacturing 39.00 312,265 100% 7316 Aspen Lane North Brooklyn Park, MN 1978 Manufacturing 6.63 96,000 87% 953 Westgate Drive Brooklyn Center, MN 1991 Light Industrial 3.17 51,906 100% 73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 100% 1905 W. Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 82% 2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 100% 10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 100% 4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 71% 11300 Hampshire Ave. South Bloomington, MN 1983 Bulk Warehouse 9.94 145,210 100% 375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 251,968 100% 5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 98,844 90% 6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 82,769 100% 7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,200 73% 7550-7558 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100% 5240-5300 Valley Industrial BLVD S Shakopee, MN 1973 Light Industrial 9.06 80,001 88% 7125 Northland Terrace Brooklyn Park, MN 1996 R&D/Flex 5.89 79,958 100% 6900 Shady Oak Road Eden Prairie, MN 1980 R&D/Flex 4.60 49,190 100% 6477-6525 City West Parkway Eden Prairie, MN 1984 R&D/Flex 7.00 100% 89,456 1157 Valley Park Drive Shakopee, MN 1997 Bulk Warehouse 9.97 126,014 100% 500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 85,442 80% 770-786 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 3.16 56,388 100% 800 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.10 100,250 100% 2530-2570 Kasota Avenue St. Paul, MN 1976 Manufacturing 4.56 75,426 84% 504 Malcolm Ave. SE Minneapolis, MN 1999 Bulk Warehouse 7.50 143,066 92% 5555 12th Ave. East Shakopee, MN 2000 Bulk Warehouse 7.81 128,593 100% ---------- ------- SUBTOTAL OR 4,933,720 95% AVERAGE ---------- ------- NASHVILLE 1621 Heil Quaker Boulevard Nashville, TN (a) 1975 Bulk Warehouse 11.29 160,661 100% 417 Harding Industrial Drive Nashville, TN 1972 Bulk Warehouse 13.70 207,440 100% 3099 Barry Drive Portland, TN 1995 Manufacturing 6.20 109,058 0% 3150 Barry Drive Portland, TN 1993 Bulk Warehouse 26.32 268,253 100% 5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 0% 1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 93% 1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100% 1920 Air Lane Drive Nashville, TN 1985 Light Industrial 3.19 49,922 100% 1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 92% 470 Metroplex Drive (h) Nashville, TN 1986 Light Industrial 8.11 102,040 85% 1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 100% 4640 Cummings Park Nashville, TN 1986 Bulk Warehouse 14.69 100,000 100% 211 Nesbit North Nashville, TN 1983 Bulk Warehouse 6.12 135,625 100% 211 Nesbit South Nashville, TN 1983 Bulk Warehouse 6.10 135,925 100% 211 Nesbit West Nashville, TN 1985 Bulk Warehouse 3.05 67,500 100% 556 Metroplex Drive Nashville, TN 1983 Light Industrial 3.66 43,026 100% ---------- ------- SUBTOTAL OR 1,843,804 84% AVERAGE ---------- ------- NORTHERN NEW JERSEY 60 Ethel Road West Piscataway, NJ 1982 Light Industrial 3.93 42,820 100% 70 Ethel Road West Piscataway, NJ 1979 Light Industrial 3.78 62,000 100% 140 Hanover Avenue Hanover, NJ 1964/1988 R&D/Flex 2.95 24,905 100% 601-629 Montrose Avenue South Plainfield, NJ 1974 Light Industrial 5.83 75,000 87% 9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 85% 11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 91% 15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100% 17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100% 220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100% 244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,430 100% 30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,500 100% 15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100% 20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100% 25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,800 100% 130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100% 150 Algonquin Parkway Hanover, NJ 1973 Light Industrial 2.47 17,531 100% 55 Locust Avenue Roseland, NJ 1980 Reg. Warehouse 13.63 79,750 100% 31 West Forest Street (h) Englewood, NJ 1978 Light Industrial 6.00 110,000 95% 25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100% 14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 100% 16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100% 18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 12,809 0% 22
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- NORTHERN NEW JERSEY (CONT.) 23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 16,000 100% 12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 85% 49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,500 100% 50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100% 22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100% 26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 71% 24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 100% 12 Wright Way Oakland, NJ 1981 Reg. Warehouse 6.52 52,402 100% 155 Pierce Street Sumerset, NJ 1999 R&D Flex 4.84 46,000 100% 20 Worlds Fair Drive Lot 13 Sumerset, NJ 1999 R&D Flex 4.25 30,000 100% 10 New Maple Road Pine Brook, NJ 1973/1999 Bulk Warehouse 18.13 265,376 100% 60 Chapin Road Pine Brook, NJ 1977/2000 Bulk Warehouse 13.61 259,230 100% 45 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 6.54 83,889 91% 43 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 2.48 35,629 61% 39 Route 46 Pine Brook, NJ 1970 R&D Flex 1.64 22,249 100% 26 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,955 100% 30 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,688 81% 20 Mountain Hook Road Pine Brook, NJ 1972/1984 Bulk Warehouse 14.02 213,940 98% 30 Mountain Hook Road Pine Brook, NJ 1972/1987 Light Industrial 3.36 51,570 100% 55 Route 46 Pine Brook, NJ 1978/1994 R&D Flex 2.13 24,051 92% 16 Chapin Road Pine Brook, NJ 1987 R&D Flex 4.61 68,014 100% 20 Chapin Road Pine Brook, NJ 1987 R&D Flex 5.69 83,748 78% 400 Raritan Center Parkway Edison, NJ 1983 Light Industrial 7.16 80,390 76% 300 Columbus Circle Edison, NJ 1983 R&D Flex 9.38 122,862 44% ---------- -------- SUBTOTAL OR 2,870,593 93% AVERAGE ---------- -------- PHILADELPHIA 212 Welsh Pool Road Exton, PA 1975 Light Industrial 6.56 25,361 97% 230-240 Welsh Pool Road Exton, PA 1975 Manufacturing 6.56 30,000 100% 264 Welsh Pool Road Exton, PA 1975 R&D/Flex 2.84 11,256 100% 254 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 28,180 100% 256 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 12,038 20% 213 Welsh Pool Road Exton, PA 1975 Light Industrial 3.01 22,095 100% 251 Welsh Pool Road Exton, PA 1975 R&D/Flex 4.10 25,546 100% 253-255 Welsh Pool Road Exton, PA 1975 Light Industrial 4.10 20,800 100% 151-161 Philips Road Exton, PA 1975 Light Industrial 3.82 30,065 83% 210 Philips Road Exton, PA 1975 Manufacturing 6.56 26,827 100% 215 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 14,041 100% 217 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 11,293 100% 216 Philips Road Exton, PA 1985 Light Industrial 2.99 39,037 100% 202 Philips Road Exton, PA 1972 Reg. Warehouse 2.94 46,750 100% 110 Thousand Oaks Blvd Morgantown, PA 1987 Bulk Warehouse 7.89 110,000 100% 20 McDonald Blvd Aston, PA 1988 Light Industrial 2.22 28,900 100% 30 McDonald Blvd Aston, PA 1988 Light Industrial 1.68 22,000 100% 219 Welsh Pool Road Exton, PA 1980 Light Industrial 3.00 19,965 100% 2994-96 Samuel Drive Bensalem, PA 1974 Bulk Warehouse 10.06 214,320 100% 964 Postal Road Lehigh, PA 1986 Light Industrial 0.00 44,800 100% 966 Postal Road Lehigh, PA 1987 Light Industrial 0.00 43,245 100% 999 Postal Road Lehigh, PA 1988 Light Industrial 5.60 43,600 100% 7331 William Avenue Lehigh, PA 1989 Bulk Warehouse 3.90 43,400 100% 7346 Penn Drive Lehigh, PA 1988 Reg. Warehouse 7.30 72,000 100% 7350 William Drive Lehigh, PA 1989 Reg. Warehouse 8.70 96,000 100% 7377 William Drive Lehigh, PA 1989 Reg. Warehouse 4.50 43,440 100% 7072 Snow Drift Lehigh, PA 1975 Light Industrial 4.50 61,157 100% ---------- -------- SUBTOTAL OR 1,186,116 99% AVERAGE ---------- -------- PHOENIX 4655 McDowell Phoenix, AZ 2000 Light Industrial 3.97 58,285 89% 1045 South Edward Drive Tempe, AZ 1976 Light Industrial 2.12 38,560 100% ---------- -------- SUBTOTAL OR 96,845 94% AVERAGE ---------- -------- PORTLAND 5687 International Way (j) Milwaukee, OR 1974 Light Industrial 3.71 52,080 84% 5795 SW Jean Road (i) Lake Oswego, OR 1985 Light Industrial 3.02 37,352 94% 12130 NE Ainsworth Circle (h) Portland, OR 1986 R&D/Flex 4.39 53,021 100% 5509 NW 122nd Ave (h) Milwaukee, OR (g) 1995 Light Industrial 2.51 26,850 91% 6105-6113 NE 92nd Avenue (j) Portland, OR 1978 Light Industrial 7.42 145,250 100% 8727 NE Marx Drive (i) Portland, OR 1987 Light Industrial 6.59 111,000 75% 3388 SE 20th Street Portland, OR 1981 Light Industrial 0.25 11,810 69% 5962-5964 NE 87th Avenue Portland, OR 1979 Light Industrial 1.28 14,000 100% 11620 NE Ainsworth Circle Portland, OR 1992 Light Industrial 1.55 10,000 100% 11824 NE Ainsworth Circle Portland, OR 1992 Light Industrial 2.13 20,812 100% 12124 NE Ainsworth Circle Portland, OR 1984 Light Industrial 2.52 29,040 100% 2715 SE Raymond Portland, OR 1971 Light Industrial 1.28 35,000 100% 23
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- PORTLAND (CONT.) 1645 NE 72nd Avenue Portland, OR 1972 Light Industrial 0.73 21,600 100% 1630 SE 8th Avenue Portland, OR 1968 Light Industrial 0.92 5,000 100% 2443 SE 4th Avenue Portland, OR 1964 Light Industrial 0.76 27,128 100% 11632 NE Ainsworth Circle Portland, OR 1990 Light Industrial 9.63 124,610 98% 14699 NE Airport Way Portland, OR 1998 Light Industrial 4.75 20,000 100% ---------- ------- SUBTOTAL OR AVERAGE 744,553 94% ---------- ------- SALT LAKE CITY 2255 South 300 West (m) Salt Lake City, 1980 Light Industrial 4.56 103,018 90% UT 512 Lawndale Drive (n) Salt Lake City, 1981 Light Industrial 35.00 396,372 82% UT 1270 West 2320 South West Valley, UT 1986 R&D/Flex 1.49 13,025 100% 1275 West 2240 South West Valley, UT 1986 R&D/Flex 2.06 38,227 100% 1288 West 2240 South West Valley, UT 1986 R&D/Flex 0.97 13,300 92% 2235 South 1300 West West Valley, UT 1986 Light Industrial 1.22 19,000 100% 1293 West 2200 South West Valley, UT 1986 R&D/Flex 0.86 13,300 100% 1279 West 2200 South West Valley, UT 1986 R&D/Flex 0.91 13,300 32% 1272 West 2240 South West Valley, UT 1986 Light Industrial 3.07 34,870 100% 1149 West 2240 South West Valley, UT 1986 Light Industrial 1.71 21,250 100% 1142 West 2320 South West Valley, UT 1987 Light Industrial 1.52 17,500 100% 1152 West 2240 South West Valley, UT 1999 R&D Flex 13.56 55,785 100% ---------- ------- SUBTOTAL OR AVERAGE 738,947 87% ---------- ------- SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 1963 Light Industrial 2.10 58,139 100% 2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 92% 4 Springdale Road (h) Cherry Hill, NJ 1963 Light Industrial 3.02 58,189 100% 8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 89% 1 Esterbrook Lane Cherry Hill, NJ 1965 Light Industrial 1.71 8,610 100% 16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 100% 5 Esterbrook Lane Cherry Hill, NJ 1966 Reg. Warehouse 5.45 39,167 100% 2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100% 6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100% 3 Computer Drive Cherry Hill, NJ 1966 Bulk Warehouse 11.40 181,000 100% 28 Springdale Road Cherry Hill, NJ 1967 Light Industrial 2.93 38,949 100% 3 Esterbrook Lane Cherry Hill, NJ 1968 Light Industrial 2.15 32,844 100% 4 Esterbrook Lane Cherry Hill, NJ 1969 Light Industrial 3.42 39,266 100% 26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 29,492 100% 1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 90% 1919 Springdale Road Cherry Hill, NJ 1970 Light Industrial 5.13 49,300 100% 21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100% 19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100% 2 Keystone Ave. Cherry Hill, NJ 1970 Light Industrial 3.47 50,922 100% 18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100% 22 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 100% 55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 100% 5 Carnegie Drive Cherry Hill, NJ 1987 Bulk Warehouse 13.70 142,750 100% 111 Whittendale Drive Morristown, NJ 1991/96 Reg. Warehouse 5.00 79,329 100% 9 Whittendale Drive Morristown, NJ 2000 Light Industrial 5.51 52,800 100% ---------- ------- SUBTOTAL OR 1,439,786 99% AVERAGE ---------- ------- ST. LOUIS 8921-8971 Frost Avenue Hazelwood, MO (a) 1971 Bulk Warehouse 2.00 100,000 100% 9043-9083 Frost Avenue Hazelwood, MO (a) 1970 Bulk Warehouse 2.69 145,000 100% 2121 Chapin Industrial Drive Vinita Park, MO 1969/87 Bulk Warehouse 23.40 281,105 100% 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. 11652-11666 Fairgrove St. Louis, MO 1966 Light Industrial 1.92 31,500 100% Industrial 11674-11688 Fairgrove St. Louis, MO 1967 Light Industrial 1.53 31,500 100% Industrial 6951 N. Hanley Hazelwood, MO 1965 Bulk Warehouse 9.50 129,614 100% (h) 4560 Anglum Road Hazelwood, MO 1970 Light Industrial 2.60 100% 35,114 2760 South 1st Street St. Louis, MO 1997 Bulk Warehouse 11.00 178,800 100% ---------- ------- SUBTOTAL OR AVERAGE 1,031,858 100% ---------- ------- TAMPA 6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100% 6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 79% 6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 38% 6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 93% 6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 81% 6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 100% 6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 47% 5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100% 5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 100% 5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 100% 5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100% 5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 100% 24
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01 ---------------- ---------- ------------ --------- ------------- ------- --- -------- TAMPA (CONT.) 5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100% 5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 64% 5453 West Waters Avenue Tampa, FL 1987 R&D/Flex 0.66 7,200 63% 5455 West Waters Avenue Tampa, FL 1987 R&D/Flex 2.97 32,424 100% 5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100% 5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 100% 5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100% 5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 100% 5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100% 5463 W. Waters Avenue Tampa, FL (f) 1996 R&D/Flex 3.50 44,427 100% 5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100% 4107 North Himes Avenue Tampa, FL 1990 R&D/Flex 1.86 26,716 96% 5461 W. Waters Avenue Tampa, FL 1998 Light Industrial 1.84 21,778 100% 5471 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.00 23,778 100% 5505 Johns Road #7 Tampa, FL 1999 Light Industrial 2.12 30,019 100% 8110 Anderson Road Tampa, FL 1999 Light Industrial 7.40 100,000 80% 8130 Anderson Road Tampa, FL 1999 Reg. Warehouse 5.30 72,000 65% 5481 W. Waters Avenue Tampa, FL 1999 R&D/Flex 3.60 41,861 100% 5483 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.92 33,861 100% 6702-6712 Benjamin Road (l) Tampa, FL 1982/1984 Light Industrial 9.20 107,540 100% 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 70% 5911 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 2.70 30,397 100% 5910 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.77 53,591 87% 5912 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.70 52,806 86% 4515-4519 George Road Tampa, FL 1985 Light Industrial 5.00 64,742 100% 6301 Benjamin Road Tampa, FL 1986 R&D/Flex 1.91 27,249 42% 5723 Benjamin Road Tampa, FL 1986 R&D/Flex 2.97 42,270 100% 6313 Benjamin Road Tampa, FL 1986 R&D/Flex 1.90 27,066 100% 5801 Benjamin Road Tampa, FL 1986 Light Industrial 3.83 54,550 91% 5802 Benjamin Road Tampa, FL 1986 R&D/Flex 4.06 57,705 66% 5925 Benjamin Road Tampa, FL 1986 R&D/Flex 2.05 29,109 69% ---------- ---- SUBTOTAL OR AVERAGE 1,584,701 86% ---------- ---- OTHER 2800 Airport Road (k) Denton, TX 1968 Manufacturing 29.91 222,403 100% 3501 Maple Street Abilene, TX 1980 Manufacturing 34.42 123,700 100% 4200 West Harry Street (i) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100% Industrial Park No. 2 West Lebanon, NH 1968 Bulk Warehouse 10.27 156,200 100% 6601 S. 33rd Street McAllen, TX 1975 Reg. Warehouse 3.31 50,000 100% 9601 A Dessau Road Austin, TX 1999 Light Industrial 3.28 33,000 45% 9601 B Dessau Road Austin, TX 1999 Light Industrial 3.28 33,000 100% 9601 C Dessau Road Austin, TX 1999 Light Industrial 3.28 33,000 100% ---------- ---- SUBTOTAL OR AVERAGE 828,958 98% ---------- ---- TOTAL 64,002,809 91% ========== ==== (a) These properties collateralize a $38.1 million mortgage loan which matures on January 11, 2026. (b) These properties collateralize a $33.2 million mortgage loan which matures on April 1, 2003. (c) These properties collateralize a $6.5 million mortgage loan which matures on January 1, 2013. (d) These properties collateralize a $3.1 million mortgage loan which matures on June 1, 2003. (e) This property collateralizes a $2.3 million mortgage loan which matures on October 1, 2006. (f) This property collateralizes a $2.5 million mortgage loan which matures on September 1, 2006. (g) These properties collateralize a $.9 million mortgage loan which matures on November 1, 2006. (h) Comprised of two properties. (i) Comprised of three properties. (j) Comprised of four properties. (k) Comprised of five properties. (l) Comprised of six properties. (m) Comprised of seven properties. (n) Comprised of 29 properties. 25
TENANT AND LEASE INFORMATION The Company has a diverse base of more than 2,600 tenants engaged in a wide variety of businesses including manufacturing, retail, wholesale trade, distribution and professional services. Most leases have an initial term of between four and six years and provide for periodic rental increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property's operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2001, approximately 91% of the GLA of the properties was leased, and no single tenant or group of related tenants accounted for more than 1.0% of the Company's rent revenues, nor did any single tenant or group of related tenants occupy more than 1.4% of the Company's total GLA as of December 31, 2001. The following table shows scheduled lease expirations for all leases for the Company's properties as of December 31, 2001. ANNUAL BASE RENT NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2) -------------- ------------ --------------- ---------------- ------------------------- ---------------------- 2002 791 13,450,997 23.0% $ 59,946 21.7% 2003 606 11,815,509 20.2% 56,151 20.4% 2004 530 10,586,396 18.1% 49,604 18.1% 2005 339 7,591,590 13.0% 38,862 14.2% 2006 247 5,164,472 8.8% 26,050 9.5% 2007 74 4,215,833 7.2% 16,968 6.2% 2008 40 1,372,076 2.3% 7,303 2.7% 2009 23 1,962,872 3.4% 8,261 3.0% 2010 19 1,007,430 1.7% 4,315 1.6% 2011 18 687,823 1.2% 3,522 1.3% Thereafter 18 639,651 1.1% 3,598 1.3% ------------ --------------- --------------- ------------------------- --------------------- Total 2,705 58,494,649 100.0% $ 274,580 100.0% ============ =============== =============== ========================= ===================== - -------------- (1) Lease expirations as of December 31, 2001 assume tenants do not exercise existing renewal, termination, or purchase options. (2) Does not include existing vacancies of 5,508,160 aggregate square feet. ITEM 3. LEGAL PROCEEDINGS The Company 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 Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 26
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION The following table sets forth for the periods indicated the high and low closing prices per share and distributions declared per share for the Company's common stock, which trades on the New York Stock Exchange under the trading symbol "FR". DISTRIBUTION QUARTER ENDED HIGH LOW DECLARED ------------- ---- --- -------- December 31, 2001 $ 32.18 $ 27.07 $ .6800 September 30, 2001 33.35 28.43 .6575 June 30, 2001 32.20 30.04 .6575 March 31, 2001 34.50 31.34 .6575 December 31, 2000 34.94 29.81 .6575 September 30, 2000 32.00 28.88 .6200 June 30, 2000 31.13 26.94 .6200 March 31, 2000 28.25 25.81 .6200 The Company had 547 common stockholders of record registered with its transfer agent as of March 1, 2002. The Company has determined that, for federal income tax purposes, approximately 67.7% of the total $104.4 million in distributions per share paid with respect to 2001 represents ordinary dividend income to its stockholders, 6.1% qualifies as a 20% rate capital gain, 5.7% qualifies as a 25% rate capital gain and the remaining 20.5% represents a return of capital. In order to maintain its status as a REIT, the Company is required to meet certain tests, including distributing at least 90% of its REIT taxable income, or approximately $1.79 per share for 2001. The Company's dividend policy is to meet the minimum distribution required to maintain the Company's REIT qualification under the Internal Revenue Code. ITEM 6. SELECTED FINANCIAL DATA The following sets forth selected financial and operating data for the Company on a historical consolidated basis. The following data should be read in conjunction with the financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. The historical statements of operations for the years ended December 31, 2001, 2000, 1999, 1998 and 1997 include the results of operations of the Company as derived from the Company's audited financial statements. The historical balance sheet data and other data as of December 31, 2001, 2000, 1999, 1998 and 1997 include the balances of the Company as derived from the Company's audited financial statements. In the opinion of management, the selected financial data includes all adjustments necessary to present fairly the information set forth therein. 27
Year Year Year Year Year Ended Ended Ended Ended Ended 12/31/01 12/31/00 12/31/99 12/31/98 12/31/97 ----------- ---------- ------------- ------------ ------------- (In thousands, except per share and property data) STATEMENTS OF OPERATIONS DATA: Total Revenues ........................... $ 384,477 $ 386,068 $ 374,155 $ 349,702 $ 223,203 Property Expenses ........................ (109,881) (108,983) (98,995) (99,484) (59,762) General and Administrative Expense ....... (18,609) (17,129) (13,259) (12,983) (6,248) Interest Expense ......................... (82,580) (83,925) (79,869) (71,833) (49,859) Amortization of Interest Rate Protection Agreements and Deferred Financing Costs (1,809) (1,750) (1,362) (917) (2,812) Depreciation and Other Amortization ...... (76,266) (66,989) (68,412) (63,805) (39,573) Valuation Provision on Real Estate (a) ... (9,500) (2,900) -- -- -- Restructuring and Abandoned Pursuit Costs Charge (b) ............................. -- -- -- (11,941) -- Equity in (Loss) Income of Joint Ventures (791) 571 302 45 -- Disposition of Interest Rate Protection Agreements (c) ......................... -- -- -- (8,475) 1,430 Income Allocated to Minority Interest .... (16,715) (16,395) (17,609) (7,961) (5,312) Gain on Sales of Real Estate ............. 64,347 29,296 29,797 5,349 5,003 ------------ ------------ ------------ ------------ ------------ Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ................ 132,673 117,864 124,748 77,697 66,070 Extraordinary Loss (d) ................... (10,309) -- -- -- (14,124) Cumulative Effect of Change in Accounting Principle (e) .......................... -- -- -- (1,976) -- ------------ ------------ ------------ ------------ ------------ Net Income .............................. 122,364 117,864 124,748 75,721 51,946 Preferred Stock Dividends ............... (30,001) (32,844) (32,844) (30,610) (11,856) ------------ ------------ ------------ ------------ ------------ Net Income Available to Common Stockholders........................... $ 92,363 $ 85,020 $ 91,904 $ 45,111 $ 40,090 ============ ============ ============ ============ ============ Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle Per Weighted Average Common Share Outstanding: Basic .............................. $ 2.57 $ 2.20 $ 2.42 $ 1.26 $ 1.72 ============ ============ ============ ============ ============ Diluted ............................ $ 2.56 $ 2.18 $ 2.41 $ 1.25 $ 1.70 ============ ============ ============ ============ ============ Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic .............................. $ 2.35 $ 2.20 $ 2.42 $ 1.20 $ 1.27 ============ ============ ============ ============ ============ Diluted ............................ $ 2.34 $ 2.18 $ 2.41 $ 1.20 $ 1.26 ============ ============ ============ ============ ============ Distributions Per Share ................. $ 2.6525 $ 2.5175 $ 2.420 $ 2.190 $ 2.045 ============ ============ ============ ============ ============ Weighted Average Number of Common Shares Outstanding: Basic .......................... 39,274 38,661 38,042 37,445 31,508 ============ ============ ============ ============ ============ Diluted ........................ 39,552 38,917 38,144 37,627 31,814 ============ ============ ============ ============ ============ Net Income .............................. $ 122,364 $ 117,864 $ 124,748 $ 77,697 $ 66,070 Other Comprehensive Income (Loss): Cumulative Transition Adjustment ........ (14,920) -- -- -- -- Settlement of Interest Rate Protection Agreements............................. (191) -- -- -- -- Mark-to-Market of Interest Rate Protection Agreements.................. (231) -- -- -- -- Write-Off of Unamortized Interest Rate Protection Agreements Due to the Early Retirement of Debt............... 2,156 -- -- -- -- Amortization of Interest Rate Protection Agreements............................. 805 -- -- -- -- ------------ ------------ ------------ ------------ ------------ Comprehensive Income .................... $ 109,983 $ 117,864 $ 124,748 $ 77,697 $ 66,070 ============ ============ ============ ============ ============ BALANCE SHEET DATA (END OF PERIOD): Real Estate, Before Accumulated ......... $ 2,714,927 $ 2,440,810 $ 2,597,592 $ 2,583,033 $ 1,994,346 Depreciation Real Estate, After Accumulated .......... 2,438,107 2,221,109 2,386,136 2,407,147 1,873,316 Depreciation Real Estate Held for Sale, net .......... 30,750 236,422 -- -- -- Total Assets ............................ 2,621,400 2,618,493 2,526,963 2,554,462 2,272,163 Mortgage Loans Payable, Net, Acquisition Facilities ............................ 1,318,450 1,221,356 1,147,639 1,191,882 879,592 Payable and Senior Unsecured Debt, Net Defeased Mortgage Loan Payable .......... -- -- -- -- 300,000 Total Liabilities ....................... 1,447,361 1,373,288 1,276,763 1,310,518 1,266,079 Stockholders' Equity .................... 995,597 1,058,372 1,059,226 1,054,776 854,590 OTHER DATA: Cash Flows From Operating Activities .... $ 147,091 $ 160,241 $ 176,897 $ 149,096 $ 102,635 Cash Flows From Investing Activities .... (38,761) (87,300) (10,040) (535,554) (805,505) Cash Flows From Financing Activities .... (116,061) (67,819) (186,071) 395,059 708,446 Total Properties (f) .................... 918 969 967 987 769 Total GLA, in Square Feet (f) ........... 64,002,809 68,242,713 67,029,135 69,253,383 56,567,706 Occupancy Percentage (f) ................ 91% 95% 96% 95% 96% ==================================================================================================================================== 28
(a) Represents a valuation provision on real estate relating to certain properties located in Columbus, Ohio, Des Moines, Iowa, Grand Rapids, Michigan and Indianapolis, Indiana. (b) Represents a restructuring charge of approximately $6.9 million relating to severance costs (of which approximately $1.2 million is non-cash relating to immediate vesting of restricted stock) and approximately $5.0 million in costs relating to abandoned acquisitions. (c) On May 16, 1997, the Company, through the Operating Partnership, sold interest rate protection agreements relating to its $300.0 million mortgage loan resulting in a gain of approximately $1.4 million. The approximate $8.5 million loss on disposition of interest rate protection agreements for the year ended December 31, 1998 represents the Company's settlement, through the Operating Partnership, of an interest rate protection agreement that was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Company's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Company settled its position in the interest rate protection agreement. (d) In 1997, the Company terminated certain mortgage loans, an unsecured loan and a revolving credit facility and obtained a commitment to pay off and retire another mortgage loan. The Company recorded an extraordinary loss of approximately $14.1 million which is comprised of prepayment fees, the write-off of unamortized deferred financing fees, legal costs and other expenses. In 2001, the Company terminated certain mortgage loans and certain senior unsecured debt. The Company recorded an extraordinary loss of approximately $10.3 million which is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing fees, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. (e) In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start-up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. Consistent with SOP 98-5, the Company reported a cumulative effect of a change in accounting principle in the amount of approximately $2.0 million to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. (f) As of end of period and excludes properties under development. 29
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 Realty Trust, Inc. was organized in the state of Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real estate investment trust ("REIT"), as defined in the Internal Revenue Code. First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") began operations on July 1, 1994. The Company's interests in its properties and land parcels are held through partnerships controlled by the Company, including First Industrial, L.P. (the "Operating Partnership"), of which the Company is the sole general partner, as well as, among others, First Industrial Financing Partnership, L.P., First Industrial Securities, L.P., First Industrial Mortgage Partnership, L.P., First Industrial Pennsylvania, L.P., First Industrial Harrisburg, L.P., First Industrial Indianapolis, L.P., FI Development Services, L.P. and TK-SV, LTD., of which the sole general partner of each is a wholly-owned subsidiary of the Company, and the sole limited partner of each is the Operating Partnership, as well as limited liability companies of which the Operating Partnership is the sole member. The Company is also the sole stockholder of First Industrial Development Services, Inc. The Company, through separate wholly-owned limited liability companies of which the Operating Partnership 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 Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. The Company maintains an allowance for doubtful accounts which is based, in part, on estimates of potential losses which could result from the inability of the Company's tenants to satisfy outstanding billings with the Company. If the financial condition of the Company's tenants were to deteriorate, an increase in the allowance may be required. Also, the Company reviews its properties on a quarterly basis for impairment and provides a provision if impairments are determined. Future adverse changes in the Company's markets may cause an increase in this provision. RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000 At December 31, 2001, the Company owned 918 in-service properties with approximately 64.0 million square feet of gross leasable area ("GLA"), compared to 969 in-service properties with approximately 68.2 million square feet of GLA at December 31, 2000. During 2001, the Company acquired 79 in-service properties containing approximately 4.4 million square feet of GLA, completed development of seven properties totaling approximately 1.1 million square feet of GLA and sold 128 in-service properties totaling approximately 8.9 million square feet of GLA, four out of service properties and several land parcels. The Company also took 13 properties out of service that are under redevelopment, comprising approximately 1.1 million square feet of GLA, and placed in service four properties comprising approximately .3 million square feet of GLA. Rental income and tenant recoveries and other income remained relatively unchanged. Rental income decreased due to a decrease in the number of gross leases in place for the year ended December 31, 2001 as compared to the year ended December 31, 2000. This was offset by an increase in tenant recoveries and other income due to an increase in the number of leases allowing for recovery of operating expenses. Rental income and tenant recoveries and other income from properties owned prior to January 1, 2000 increased by approximately $3.5 million or 1.3% due primarily to an increase in tenant recoveries due to an increase in property expenses (as discussed below) for the year ended December 31, 2001 as compared to the year ended December 31, 2000. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses remained relatively unchanged. Real estate tax expense remained relatively unchanged. The increase in repairs and maintenance is due to an increase in landscaping and related expenses as well as an increase in maintenance fees. The increase in insurance is due to an increase in insurance premiums. These increases were slightly offset by decreases in property management and other expense. The decrease in property management is due primarily to the closing of the Long Island, New York and New Orleans, Louisiana regional offices. The decrease in other expense is due primarily to a decrease in master lease payments associated with certain properties during the year ended December 31, 2001 as compared to the year ended December 31, 2000. Property expenses from properties owned prior to January 1, 2000 increased by approximately $3.7 million or 5.1%. Real estate tax expense increased due to general tax increases. Repairs and maintenance expense increased due to an increase in landscaping 30
and related expenses, as well as an increase in maintenance fees. Utilities expense increased due to an increase in gas and electricity expenses. Insurance expense increased due to an increase in insurance premiums. General and administrative expense increased by approximately $1.5 million due primarily to the write-off of the Company's technology initiative investment and increases in employee compensation. Interest expense decreased by approximately $1.3 million for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due primarily to a decrease in the weighted average interest rate for the year ended December 31, 2001 (7.06%) as compared to the year ended December 31, 2000 (7.32%) and an increase in capitalized interest for the year ended December 31, 2001 due to an increase in development activities. This was offset by an increase in average debt balance outstanding for the year ended December 31, 2001 as compared to the year ended December 31, 2000. The average debt balance outstanding for the years ended December 31, 2001 and 2000 was approximately $1,310.3 million and $1,226.6 million, respectively. Amortization of deferred financing costs increased by approximately $.1 million or 3.4% due primarily to the amortization of deferred financing costs associated with the issuance of additional senior unsecured debt. Depreciation and other amortization increased by approximately $9.3 million due primarily to an additional $6.2 million of depreciation expense recognized to recapture previously unrecognized depreciation expense related to properties that were previously considered held for sale. These properties are now considered held and used. The majority of the remainder of the increase is due to additional depreciation due to fewer properties classified as held for sale throughout the year ended December 31, 2001 as compared to the year ended December 31, 2000. The valuation provision on real estate of approximately $9.5 million for the year ended December 31, 2001 represents a valuation provision primarily on certain properties located in the Columbus, Ohio, Des Moines, Iowa and Indianapolis, Indiana markets. The valuation provision on real estate of approximately $2.9 million for the year ended December 31, 2000 represents a valuation provision on the Company's exit market portfolio in Grand Rapids, Michigan. Equity in income of joint ventures decreased by approximately $1.4 million due primarily to the Company recognizing its proportionate interest in a valuation provision recognized in one of the Company's joint ventures. The $64.3 million gain on sale of real estate for the year ended December 31, 2001 resulted from the sale of 132 industrial properties and several land parcels. Gross proceeds from these sales were approximately $386.9 million. The $29.3 million gain on sale of real estate for the year ended December 31, 2000 resulted from the sale of 109 industrial properties and several land parcels. Gross proceeds from these sales were approximately $433.7 million. The $10.3 million extraordinary loss for the year ended December 31, 2001 is due to the early retirement of senior unsecured debt and various mortgage loans. The extraordinary loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing fees, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999 At December 31, 2000, the Company owned 969 in-service properties with approximately 68.2 million square feet of GLA, compared to 967 in-service properties with approximately 67.0 million square feet of GLA at December 31, 1999. During 2000, the Company acquired 83 in-service properties containing approximately 5.8 million square feet of GLA and one property under redevelopment, completed development of 26 properties and redevelopment of two properties totaling approximately 4.1 million square feet of GLA and sold 108 in-service properties totaling approximately 9.2 million square feet of GLA, one out of service property and several land parcels. The Company also took three properties out of service that are under redevelopment, comprising approximately .1 million square feet of GLA and placed in service two properties comprising approximately .6 million square feet of GLA. 31
Rental income and tenant recoveries and other income increased $11.9 million or 3.2%. The increase in rental income is primarily due to same store growth in rental income as well as an increase in the average GLA for the year ended December 31, 2000 compared to December 31, 1999. The increase in tenant recoveries and other income is primarily due to an increase in property expenses as discussed below. Rental income and tenant recoveries and other income from properties owned prior to January 1, 1999 increased by approximately $11.4 million or 4.1% due primarily to general rent increases and an increase in recoverable income due to an increase in property expenses as discussed below. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses increased by approximately $10.0 million or 10.1% due primarily to increases in all property expense categories other than utilities. The increase in real estate tax expense is due primarily to an increase in average GLA for the year ended December 31, 2000 compared to the year ended December 31, 1999, as well as general increase in real estate taxes in many of the Company's markets. The increase in repairs and maintenance expense is due primarily to an increase in landscaping and maintenance expenses. The increase in property management expense is primarily due to the opening of a regional office in California in the third quarter of 1999 as well as increases in employee compensation. Insurance expense increased due primarily to an increase in average GLA in 2000 compared to 1999 as well as an increases in insurance premiums. Other expense increased due primarily to an increase in master lease payments associated with certain properties during the year ended December 31, 2000 compared to the year ended December 31, 1999. Property expenses from properties owned prior to January 1, 1999 increased approximately $5.5 million or 7.2% due primarily to the explanations above. General and administrative expense increased by approximately $3.9 million due primarily to increases in employee compensation and additional employees. Interest expense increased by approximately $4.1 million for the year ended December 31, 2000 compared to the year ended December 31, 1999. The increase is primarily due to an increase in the weighted average interest rate for the year ended December 31, 2000 (7.32%) compared to the year ended December 31, 1999 (7.16%) and an increase in the average debt balance outstanding. The average debt balance outstanding for the year ended December 31, 2000 and 1999 was approximately $1,226.6 million and $1,201.8 million, respectively. Amortization of deferred financing costs increased by approximately $.4 million due primarily to amortization of additional deferred financing costs relating to the Company's 1997 $300.0 million unsecured line of credit (the "1997 Unsecured Acquisition Facility") and the Company's 2000 $300.0 million unsecured acquisition facility (the "2000 Unsecured Acquisition Facility"), which amended and restated the 1997 Unsecured Acquisition Facility. Depreciation and other amortization decreased by approximately $1.4 million due primarily to the Company ceasing depreciation and amortization on properties it considers held for sale as well as due to properties sold subsequent to December 31, 1998. This decrease is offset by depreciation and amortization related to properties acquired or developed subsequent to December 31, 1998. The valuation provision on real estate of approximately $2.9 million for the year ended December 31, 2000 represents a valuation provision on the Company's exit market portfolio in Grand Rapids, Michigan. The $29.3 million gain on sale of real estate for the year ended December 31, 2000 resulted from the sale of 109 industrial properties and several land parcels. Gross proceeds from these sales were approximately $433.7 million. The $29.8 million gain on sale of real estate for the year ended December 31, 1999 resulted from the sale of 56 industrial properties and several land parcels. Gross proceeds from these sales were approximately $245.8 million. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2001, the Company's restricted cash was approximately $22.8 million. Included in restricted cash are approximately $2.6 million of cash reserves required to be set aside under the Company's $40.0 million mortgage loan (the "1995 Mortgage Loan") for payments of security deposit refunds, capital expenditures, interest, real estate taxes, insurance and releasing costs. The portion of the cash reserve relating to payments for capital expenditures, interest, real estate taxes and insurance is established monthly, distributed to the Company as such expenditures are made and is replenished to a level adequate to make the next periodic payment of such expenditures. The portion of 32
the cash reserve relating to security deposit refunds is adjusted as tenants turn over. The portion of the cash reserve relating to releasing costs resulted from a deposit of a lease termination fee that will be used to cover the costs of releasing that space. Also included in restricted cash is approximately $20.2 million of 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. YEAR ENDED DECEMBER 31, 2001 Net cash provided by operating activities of approximately $147.1 million for the year ended December 31, 2001 was comprised primarily of net income before minority interest of approximately $139.1 million and adjustments for non-cash items of approximately $36.0 million, offset by the net change in operating assets and liabilities of approximately $28.0 million. The adjustments for the non-cash items of approximately $36.0 million are primarily comprised of depreciation and amortization of approximately $83.2 million, a valuation provision on real estate of approximately $9.5 million, equity in net loss of joint ventures of approximately $.8 million and an extraordinary loss of approximately $10.3 million from the early retirement of debt, offset by the gain on sale of real estate of approximately $64.3 million and the effect of the straight-lining of rental income of approximately $3.5 million. Net cash used in investing activities of approximately $38.8 million for the year ended December 31, 2001 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate and contributions to one of the Company's industrial real estate joint ventures, offset by the net proceeds from the sale of real estate, distributions from two of the three of the Company's industrial real estate joint ventures, a decrease in restricted cash due to the use of restricted cash to purchase properties to effect Section 1031 exchanges and the repayment of mortgage loans receivable. Net cash used in financing activities of approximately $116.1 million for the year ended December 31, 2001 was comprised primarily of repayments on mortgage loans payable, the repurchase of restricted stock, the purchase of treasury shares, the purchase of U.S. Government securities used as substitute collateral to execute a legal defeasance of a portion of the 1995 Mortgage Loan, common and preferred stock dividends and unit distributions, debt issuance costs incurred in conjunction with the 2011 Notes (defined below), repayment of the 2011 Drs. (defined below), prepayment fees incurred in the early retirement of the Acquisition Mortgage Loan I (defined below) and the Acquisition Mortgage Loan II (defined below) and the redemption of the Company's Series A Preferred Stock (defined below), offset by net borrowings under the Company's 2000 Unsecured Acquisition Facility, the proceeds from the issuance of the 2011 Notes (defined below), net proceeds from the issuance of common stock and a book overdraft. YEAR ENDED DECEMBER 31, 2000 Net cash provided by operating activities of approximately $160.2 million for the year ended December 31, 2000 was comprised primarily of net income before minority interest of approximately $134.3 million, adjustments for non-cash items of approximately $44.4 million offset by the net change in operating assets and liabilities of approximately $18.5 million. The adjustments for the non-cash items of approximately $44.4 million are primarily comprised of depreciation and amortization of approximately $72.3 million and a valuation provision on real estate of approximately $2.9 million, offset by the gain on sale of real estate of approximately $29.3 million and the effect of the straight-lining of rental income of approximately $1.5 million. Net cash used in investing activities of approximately $87.3 million for the year ended December 31, 2000 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate and an increase in restricted cash from sales proceeds deposited with an intermediary for Section 1031 exchange purposes, offset by the net proceeds from the sale of real estate, distributions from the Company's two industrial real estate joint ventures and the repayment of mortgage loans receivable. Net cash used in financing activities of approximately $67.8 million for the year ended December 31, 2000 was comprised primarily of repayments on mortgage loans payable, the purchase of treasury shares and restricted stock, the purchase of U.S. Government securities used as substitute collateral to execute a legal defeasance of a portion of the 1995 Mortgage Loan, common and preferred stock dividends and unit distributions and debt issuance costs incurred in conjunction with the 2000 Unsecured Acquisition Facility, offset by the net borrowings under the Company's lines of credit and net proceeds from the issuance of common stock. 33
YEAR ENDED DECEMBER 31, 1999 Net cash provided by operating activities of approximately $176.9 million for the year ended December 31, 1999 was comprised primarily of net income before minority interest of approximately $142.4 million and adjustments for non-cash items of approximately $36.0 million, offset by the net change in operating assets and liabilities of approximately $1.5 million. The adjustments for the non-cash items of approximately $36.0 million are primarily comprised of depreciation and amortization of $69.8 million, offset by the gain on sale of real estate of approximately $29.8 million and the effect of the straight-lining of rental income of approximately $4.0 million. Net cash used in investing activities of approximately $10.0 million for the year ended December 31, 1999 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, investment in the Company's two industrial real estate joint ventures and the funding of mortgage loans receivable, offset by the net proceeds from the sale of real estate, distributions from one of the Company's industrial real estate joint ventures, a decrease in restricted cash due to a reimbursement from one of the Company's escrows with a lender established for deferred maintenance, a decrease in restricted cash due to the use of restricted cash to purchase properties to effect Section 1031 exchanges and the repayment of mortgage loans receivable. Net cash used in financing activities of approximately $186.1 million for the year ended December 31, 1999 was comprised primarily of repayments on mortgage loans payable, common and preferred stock dividends and unit distributions and the net repayments under the 1997 Unsecured Acquisition Facility, offset by proceeds from the issuance of Common Stock. RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The ratio of earnings to fixed charges and preferred stock dividends was 1.36, 1.54 and 1.62 for the years ended December 31, 2001, 2000 and 1999, respectively. The decrease in earnings to fixed charges and preferred stock dividends between fiscal years 2001 and 2000 is primarily due to a decrease in income from operations in fiscal year 2001 due to an increase in depreciation and amortization expense and an increase in a valuation provision on real estate for fiscal year 2001 as compared to fiscal year 2000 as discussed in "Results of Operations" above. The decrease in earnings to fixed charges and preferred stock dividends between fiscal years 2000 and 1999 is primarily due to a decrease in income from operations in fiscal year 2000 as compared to fiscal year 1999 due to a valuation provision on real estate incurred in fiscal year 2000 as well as an increase in fixed charges resulting from an increase in interest expense due to an increase in the weighted average interest rate for the year ended December 31, 2000 compared to the year ended December 31, 1999 and an increase in the weighted average debt balance outstanding as discussed in "Results of Operations" above. SEGMENT REPORTING Management views the Company as a single segment. INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE During the year ended December 31, 2001, the Company purchased 79 in-service industrial properties comprising approximately 4.4 million square feet of GLA as well as several land parcels, for an aggregate purchase price of approximately $227.5 million, excluding costs incurred in conjunction with the acquisition of the properties and land parcels. Two of the 79 industrial properties acquired, comprising approximately .1 million square feet of GLA, were acquired from one of the Company's joint ventures for an aggregate purchase price of approximately $5.8 million, excluding costs incurred in conjunction with the acquisition of the properties. The Company also completed the development of seven industrial properties comprising approximately 1.1 million square feet of GLA at a cost of approximately $48.0 million. During the year ended December 31, 2001, the Company sold 132 industrial properties comprising approximately 9.0 million square feet of GLA and several land parcels. Gross proceeds from these sales were approximately $386.9 million. The Company has committed to the construction of 45 development projects totaling approximately 5.1 million square feet of GLA for an estimated investment of approximately $232.6 million. Of this amount, approximately $56.9 million remains to be funded. These developments are expected to be funded with proceeds from the sale of select properties, cash flow from operations and 34
borrowings under the Company's 2000 Unsecured Acquisition Facility. The Company expects to place in service all of these development projects during the next twelve months. There can be no assurance that the Company 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 Company'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 Company determined in the fourth quarter of 2001 that an impairment valuation in the amount of approximately $9.5 million should be recorded on certain properties located in the Columbus, Ohio, Des Moines, Iowa and Indianapolis, Indiana markets. REAL ESTATE HELD FOR SALE The Company plans on exiting the markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island and continually engages in identifying and evaluating its other real estate markets for potential sales candidates. However, due to the slow down in the economy and, as a result, the impact the economy has had on the real estate market, the Company has decided not to actively market its properties in the exit markets of Cleveland, Columbus, Dayton and Grand Rapids at this time. The Company believes it would be able to obtain higher net sales proceeds at a later point in time. The Company plans on exiting the Cleveland, Columbus, Dayton and Grand Rapids markets when market values reflect what the Company believes is the appropriate value of such properties. In the fourth quarter of 2001, the Company reclassified these properties from held for sale to held for use. As these properties are no longer considered held for sale, the Company recaptured all past depreciation expense not recognized since June 30, 2000 (the date the Company considered these properties held for sale) in the amount of approximately $6.2 million. The Company also recorded a valuation provision of approximately $6.6 million on certain properties located in Columbus, Ohio and Des Moines, Iowa. At December 31, 2001, the Company had 13 industrial properties comprising approximately 1.2 million square feet of GLA held for sale. Income from operations of the 13 industrial properties held for sale for the years ended December 31, 2001, 2000 and 1999 is approximately $2.7 million, $3.0 million and $2.5 million, respectively. Net carrying value of the industrial properties held for sale at December 31, 2001 is approximately $30.8 million. There can be no assurance that such properties held for sale will be sold. INVESTMENTS IN JOINT VENTURES On December 28, 2001, the Company, 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 Company, through a wholly-owned limited liability company of the Operating Partnership, owns a minority equity interest in the December 2001 Joint Venture and provides property management services to the December 2001 Joint Venture. As of December 31, 2001, the December 2001 Joint Venture had economic interests in seven industrial properties comprising approximately 1.4 million square feet of GLA. These properties were purchased from the Company. The Company deferred 15% of the gain resulting from these sales which is equal to the Company's economic interest in the December 2001 Joint Venture. During the year ended December 31, 2001, the Company, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, recognized, in the aggregate, approximately $2.4 million (net of the intercompany elimination) in acquisition, asset management and property management fees from three industrial real estate joint ventures. The Company, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, invested approximately $6.0 million and received distributions of approximately $1.5 million from the three industrial real estate joint ventures. As of December 31, 2001, the three industrial real estate joint ventures owned or had economic interests in 136 industrial properties comprising approximately 6.8 million square feet of GLA. 35
MORTGAGE LOANS PAYABLE In March 2001, the Company purchased approximately $1.1 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.1 million of the 1995 Mortgage Loan. The terms of the legal defeasance require the Mortgage Partnership to use the gross proceeds from the maturities of the U.S. Government securities to paydown and subsequently retire the defeased portion of the 1995 Mortgage Loan in January 2003. The Company is carrying the defeased portion of the 1995 Mortgage Loan on its balance sheet until it pays down and retires the defeased portion of the 1995 Mortgage Loan in January 2003. Upon the execution of the legal defeasance, one of the 22 properties collateralizing the 1995 Mortgage Loan was released and subsequently sold. On October 23, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $4.2 million (the "Acquisition Mortgage Loan I") in conjunction with the acquisition of a portfolio of properties. On May 31, 2001, the Company, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan I. Due to the retirement of the Acquisition Mortgage Loan I, the Company has recorded an extraordinary loss of approximately $.1 million due to a prepayment fee. On December 9, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $8.0 million (the "Acquisition Mortgage Loan II") in conjunction with the acquisition of a portfolio of properties. On June 27, 2001, the Company, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan II. Due to the retirement of the Acquisition Mortgage Loan II, the Company has recorded an extraordinary loss of approximately $.9 million due to a prepayment fee. On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1.4 million (the "Acquisition Mortgage Loan VII"). On December 3, 2001, the Company paid off and retired the Acquisition Mortgage Loan VII with no prepayment fee. SENIOR UNSECURED DEBT On March 19, 2001, the Company, through the Operating Partnership, issued $200 million of senior unsecured debt which matures on March 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes"). The issue price of the 2011 Notes was 99.695%. Interest is paid semi-annually in arrears on September 15 and March 15. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 Notes prior to issuance. The Company designated this interest rate protection agreement as a cash flow hedge. The Company settled the interest rate protection agreement for approximately $.4 million of proceeds which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. On March 31, 1998, the Company, through the Operating Partnership, issued $100 million of Dealer remarketable securities which were to mature on April 5, 2011 and bore a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. The 2011 Drs. were callable at the option of J.P. Morgan, Inc., as Remarketing Dealer, on April 5, 2001. The Remarketing Dealer exercised their call option with respect to the 2011 Drs. On April 5, 2001, the Company repurchased and retired the 2011 Drs. from the Remarketing Dealer for approximately $105.6 million. In conjunction with the forecasted retirement of the 2011 Drs., the Company entered into an interest rate protection agreement which fixed the retirement price of the 2011 Drs. The Company designated this interest rate protection agreement as a cash flow hedge. On April 2, 2001, this interest rate protection agreement was settled for a payment of approximately $.6 million. Due to the retirement of the 2011 Drs., the Company has recorded an extraordinary loss of approximately $9.2 million comprised of the amount paid above the 2011 Drs. carrying value, the write-off of unamortized deferred financing fees, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of the interest rate protection agreement as discussed above, legal costs and other expenses. ACQUISITION FACILITY PAYABLE In September 2001, the Company entered into two interest rate swap agreements (together, the "Interest Rate Swap Agreements") which fixed the interest rate on a portion of the Company's outstanding borrowings under the 2000 Unsecured Acquisition Facility. The Company designated both of these transactions as cash flow hedges. The 36
first interest rate swap agreement has a notional value of $25.0 million, is effective from October 5, 2001 through October 5, 2002 and fixed the LIBOR rate at 2.5775%. The second interest rate swap agreement has a notional value of $25.0 million, is effective from October 5, 2001 through July 5, 2003 and fixed the LIBOR rate at 3.0775%. Any payments or receipts from the Interest Rate Swap Agreements will be treated as a component of interest expense. The Company anticipates that the Interest Rate Swap Agreements will be 100% effective and, as a result, the change in value of the Interest Rate Swap Agreements will be shown in other comprehensive income. 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. 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 $41.3 million 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 Company redeemed the Series A Preferred Stock on April 9, 2001 and paid a prorated second quarter dividend of $.05872 per share, totaling approximately $.1 million. MARKET RISK The following discussion about the Company'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 Company at December 31, 2001 that are sensitive to changes in the interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast. In the normal course of business, the Company also faces risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis. At December 31, 2001, $1,186.0 million (approximately 90% of total debt at December 31, 2001) of the Company's debt was fixed rate debt (included in the fixed rate debt is $50.0 million of borrowings under the Company's 2000 Unsecured Acquisition Facility which the Company fixed the interest rate via the Interest Rate Swap Agreements) and $132.5 million (approximately 10% of total debt at December 31, 2001) of the Company's debt was variable rate debt. The Company 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 Company 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 Company. Conversely, for variable rate debt, changes in the interest rate generally do not impact the fair value of the debt, but would affect the Company's future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on the Company until the Company is required to refinance such debt. See Note 5 to the consolidated financial statements for a discussion of the maturity dates of the Company's various fixed rate debt. Based upon the amount of variable rate debt outstanding at December 31, 2001, a 10% increase or decrease in the interest rate on the Company's variable rate debt would decrease or increase, respectively, future net income and cash flows by approximately $.4 million per year. A 10% increase in interest rates would decrease the fair value of the fixed rate debt at December 31, 2001 by approximately $51.0 million, to $1,132.5 million. A 10% decrease in interest rates would increase the fair value of the fixed rate debt at December 31, 2001 by approximately $56.2 million, to $1,239.7 million. A 10% increase in interest rates would decrease the fair value of the Written Option at December 31, 2001 by approximately $1.9 million, to $4.4 million. A 10% decrease in interest rates would increase the fair value of the Written Option at December 31, 2001 by approximately $2.5 million, to $8.8 million. 37
ISSUANCE OF RESTRICTED STOCK AND EMPLOYEE STOCK OPTIONS During the year ended December 31, 2001, the Company awarded 94,450 shares of restricted common stock to certain employees and 3,699 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $3.1 million on the date of grant. The restricted common stock vests over periods from one to ten years. Compensation expense will be charged to earnings over the respective vesting periods. During the year ended December 31, 2001, the Company issued 1,030,900 non-qualified employee stock options to certain officers, Directors and employees of the Company. These non-qualified employee stock options vest over periods from one to three years, have a strike price of $31.05 - $33.125 per share and expire ten years from the date of grant. COMMON STOCK For the year ended December 31, 2001, certain employees of the Company exercised 717,836 non-qualified employee stock options. Gross proceeds to the Company were approximately $18.5 million. DIVIDENDS/DISTRIBUTIONS On January 2, 2001 and April 2, 2001, the Company paid quarterly preferred stock dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its 8 3/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), $53.906 per share (equivalent to $.53906 per Depositary Share) on its 8 5/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock"), $49.687 per share (equivalent to $.49687 per Depositary Share) on its 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock") and $49.375 per share (equivalent to $.49375 per Depositary Share) on its 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"). The preferred stock dividends paid on January 2, 2001 and April 2, 2001 totaled, in the aggregate, approximately $8.2 million per quarter. On April 9, 2001, the Company paid a prorated second quarter dividend of $.05872 per share, totaling approximately $.1 million, on its Series A Preferred Stock. On July 2, 2001, October 1, 2001 and December 31, 2001, the Company paid quarterly preferred stock dividends of $54.688 per share (equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C Preferred Stock, $49.687 per share (equivalent to $.49687 per Depositary Share) on its Series D Preferred Stock and $49.375 per share (equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock. The preferred stock dividends paid on July 2, 2001, October 1, 2001 and December 31, 2001 totaled, in the aggregate, approximately $7.2 million per quarter. On January 22, 2001, the Company and the Operating Partnership paid a fourth quarter 2000 distribution of $.6575 per common share/unit, totaling approximately $30.3 million. On April 23, 2001, the Company and the Operating Partnership paid a first quarter 2001 distribution of $.6575 per common share/unit, totaling approximately $30.5 million. On July 23, 2001, the Company and the Operating Partnership paid a second quarter 2001 distribution of $.6575 per common share/unit, totaling approximately $30.7 million. On October 22, 2001, the Company and the Operating Partnership paid a third quarter 2001 distribution of $.6575 per common share/unit, totaling approximately $30.7 million. TREASURY STOCK 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. SUBSEQUENT EVENTS On January 22, 2002, the Company and the Operating Partnership paid a fourth quarter 2001 distribution of $.68 per common share/unit, totaling approximately $31.2 million. 38
In January 2002, the Company entered into an interest rate protection agreement which fixed the interest rate on a forecasted offering of unsecured debt which it designated as a cash flow hedge. This interest rate protection agreement has a notional value of $50.0 million, fixed the ten year treasury rate at 5.083% and settles on May 16, 2002. In January 2002, the Company entered into an interest rate swap agreement which fixed the interest rate on a portion of the Company's outstanding borrowings on its 2000 Unsecured Acquisition Facility. The Company designated this transaction as a cash flow hedge. This interest rate swap agreement has a notional value of $25.0 million, is effective from February 4, 2002 through February 4, 2003 and fixed the LIBOR rate at 2.4975%. In February 2002, the Company entered into an interest rate protection agreement which fixed the interest rate on a forecasted offering of unsecured debt which it designated as a cash flow hedge. This interest rate protection agreement has a notional value of $50.0 million, fixed the ten year treasury rate at 4.999% and settles on May 16, 2002. On March 8, 2002, the Company declared a first quarter 2002 distribution of $.68 per common share/unit on its common stock/units which is payable on April 22, 2002. The Company also declared first quarter 2002 dividends of $54.688 per share ($.54688 per Depositary share), $53.906 per share ($.53906 per Depositary share), $49.687 per share ($.49687 per Depositary share) and $49.375 per share ($.49375 per Depositary share) on its Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, totaling, in the aggregate, approximately $7.2 million, which are payable on April 1, 2002. From January 1, 2002 to March 1, 2002, the Company awarded 965 shares of restricted common to certain Directors. These shares of restricted common stock had a fair value of approximately $.1 million on the date of grant. The restricted common stock vests over ten years. Compensation expense will be charged to earnings over the respective vesting period. From January 1, 2002 to March 1, 2002, the Company issued 870,600 non-qualified employee stock options to certain officers, Directors and employees of the Company. These non-qualified employee stock options vest over periods from one to three years, have a strike price of $30.53 per share and expire ten years from the date of grant. From January 1, 2002 to March 1, 2002, the Company acquired 16 industrial properties for a total estimated investment of approximately $41.5 million. The Company also sold four industrial properties for approximately $7.2 million of gross proceeds. SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS The Company 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 believes that its principal short-term liquidity needs are to fund normal recurring expenses, debt service requirements and the minimum distribution required to maintain the Company's REIT qualification under the Internal Revenue Code. The Company anticipates that these needs will be met with cash flows provided by operating activities. The Company 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 equity securities. As of December 31, 2001 and March 1, 2002, $589.2 million of common stock, preferred stock and depositary shares and $500.0 million of debt securities were registered and unissued under the Securities Act of 1933, as amended. The Company also may finance the development or acquisition of additional properties through borrowings under the 2000 Unsecured Acquisition Facility. At December 31, 2001, borrowings under the 2000 Unsecured Acquisition Facility bore interest at a weighted average interest rate of 3.19%. As of March 1, 2002, the Company had approximately $63.3 million available in additional borrowings under the 2000 Unsecured Acquisition Facility. The 2000 Unsecured Acquisition Facility bears interest at a floating rate of LIBOR plus .80% or the Prime Rate, at the Company's election. 39
RELATED PARTY TRANSACTIONS The Company periodically engages in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of Michael W. Brennan, the President and Chief Executive Officer and a director of the Company, is an employee of CB Richard Ellis, Inc. For the year ended December 31, 2001, this relative received approximately $.02 million in brokerage commissions paid by the Company. In January and February 2001, First Industrial Development Services, Inc. ("FRDS") purchased all of the voting and non-voting shares (a total of 25,790 shares) of FRDS held by Michael W. Brennan, President and Chief Executive Officer and a director of the Company, Michael J. Havala, Chief Financial Officer of the Company, Johannson L. Yap, Chief Investment Officer of the Company and Gary H. Heigl, former Chief Operating Officer of the Company, for approximately $1.3 million, in connection with FRDS' election to become a wholly owned taxable REIT subsidiary of the Company. At the time of the transaction, these executive officers had equity interests in FRDS totaling 2.76%. ENVIRONMENTAL The Company incurred environmental costs of approximately $.5 million and approximately $.2 million in 2001 and 2000, respectively. The Company estimates 2002 costs of approximately $.4 million. The Company estimates that the aggregate cost which needs to be expended in 2002 and beyond with regard to currently identified environmental issues will not exceed approximately $.6 million, a substantial amount of which will be the primary responsibility of the tenant, the seller to the Company 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 Company because of the relatively low inflation rates in the Company's markets of operation. Most of the Company's leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. In addition, many of the outstanding leases expire within five years which may enable the Company to replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate. OTHER On January 1, 2001, the Company adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"), as amended by Statement of Financial Accounting Standards No. 138, "Accounting for Derivative Instruments and Hedging Activities- An Amendment of FAS Statement 133". FAS 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, FAS 133, as amended, requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustment will affect either other comprehensive income (shareholders' equity) or net income, depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. FAS 133, as amended, also requires that any gains or losses on derivative instruments that are reported independently as deferred gains or losses (assets or liabilities) in the statement of financial position at the date of initial application shall be derecognized and reported as a cumulative transition adjustment in other comprehensive income. In conjunction with prior issuances of senior unsecured debt, the Company entered into interest rate protection agreements to fix the interest rate on anticipated offerings of unsecured debt. On January 1, 2001, the Company derecognized the deferred settlement amounts relating to these settled interest rate protection agreements and recorded in other comprehensive income a cumulative transition adjustment expense of approximately $14.9 million. On October 3, 2001, the FASB issued the Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long-lived assets. FAS 144 becomes effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The Company does not expect FAS 144 to have a material impact on its consolidated financial position, consolidated results of operations or consolidated cash flows. 40
The REIT Modernization Act, which was passed in 1999 and took effect on January 1, 2001, modifies certain provisions of the Internal Revenue Code of 1986, as amended, with respect to the taxation of REITs. Two key provisions of this tax law change may impact future Company operations: the availability of a taxable REIT subsidiary which may be wholly-owned directly by a REIT and a reduction in the required level of distributions by a REIT to 90% (95% prior to January 1, 2001) of ordinary taxable income. The Company converted its preferred stock subsidiary to a wholly-owned taxable REIT subsidiary in January 2001. 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. PART III ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 10, Item 11, Item 12 and Item 13 will be contained in the Registrant's definitive proxy statement expected to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant's fiscal year, and thus is incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K. Information contained in the parts of such proxy statement captioned "Stock Performance Graph", "Report of the Compensation Committee", "Report of the Audit Committee" and in statements with respect to the independence of the Audit Committee is specifically not incorporated herein by reference. 41
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS (1 & 2) See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K (3) Exhibits: Exhibits Description 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company's Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) 3.3 Articles of Amendment to the Company's Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.4 Articles of Amendment to the Company's Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.5 Articles Supplementary relating to the Company's 8 3/4% Series B Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.1 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) 3.6 Articles Supplementary relating to the Company's 8 5/8% Series C Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File No. 1-13102) 3.7 Articles Supplementary relating to the Company's 7.95% Series D Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998, File No. 1-13102) 3.8 Articles Supplementary relating to the Company's 7.90% Series E Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 3.9 Articles Supplementary relating to the Company's Junior Participating Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) 4.1 Deposit Agreement, dated May 14, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.3 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 Deposit Agreement, dated June 6, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated June 6, 1997, File No. 1-13102) 4.3 Deposit Agreement, dated February 6, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated February 6, 1998, File No. 1-13102) 4.4 Deposit Agreement, dated March 18, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 42
Exhibits Description 4.5 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) 4.6 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) 4.7 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-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.8 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 First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 4.9 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 year ended December 31, 1997, File No. 1-13102) 4.10 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 year ended December 31, 1997, File No. 1-13102) 4.11 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 year ended December 31, 1997, File No. 1-13102) 4.12 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-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.13 Rights Agreement, dated as of September 16, 1997, between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on September 24, 1997, File No. 1-13102) 4.14 Amended and Restated Unsecured Revolving Credit Agreement, dated as of June 30, 2000 among First Industrial, L.P., First Industrial Realty Trust, Inc. and Bank One, N.A., UBS AG, Stamford Branch, Bank of America, N.A. and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 4.15 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 First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.16 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, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.17 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.18 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 43
Exhibits Description 4.19 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "LP Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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) 10.7 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) 10.8 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) 10.9 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) 10.10 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) 10.11 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 year ended December 31, 1999, File No. 1-13102) 10.12 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 year ended December 31, 1999, File No. 1-13102) 10.13 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) 10.14 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) 10.15 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) 10.16 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) 44
Exhibits Description 10.17 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) 10.18 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 year ended December 31, 2000, File No. 1-13102) 10.19 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 year ended December 31, 2000, File No. 1-13102) 10.20 Registration Rights Agreement, dated April 29, 1998, relating to the Company's Common Stock, par value $.01 per share, between the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated May 1, 1998, File No. 1-13102) 10.21 Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.22 Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11, File No. 33-77804) 10.23 + 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.24 + First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) 10.25 Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) 10.26 Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.27 + Employment Agreement, dated December 4, 1996, between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.28 + Employment Agreement, dated February 1, 1997, between the Company and Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.29 + 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.30 + Separation Agreement dated November 11, 1998 by and between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998, File No.1-13102) 10.31+ Employment Agreement, dated July 19, 2000, between First Industrial Realty Trust, Inc. and Michael J. Havala (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 10.32+ Employment Agreement, dated July 26, 2000, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 10.33+ Settlement Agreement dated January 31, 2001 between First Industrial, L.P., First Industrial Realty Trust, Inc. and Gary H. Heigl (incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-13102) 10.34*+ 2001 Stock Incentive Plan 45
Exhibits Description 12.1* Computation of ratios of earnings to fixed charges and preferred stock dividends of the Company 21.1* Subsidiaries of the Registrant 23 * Consent of PricewaterhouseCoopers LLP * Filed herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a (3) of Form 10-K. (b) REPORTS ON FORM 8-K None 46
- -------------------------------------------------------------------------------- The Company has prepared supplemental financial and operating information which is available without charge upon request to the Company, or please visit our website at www.firstindustrial.com. Please direct requests as follows: First Industrial Realty Trust, Inc. 311 S. Wacker, Suite 4000 Chicago, IL 60606 Attention: Investor Relations 47
SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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 REALTY TRUST, INC. Date: March 8, 2002 By: /s/ Michael W. Brennan ----------------------------------------------- Michael W. Brennan President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 8, 2002 By: /s/ Michael J. Havala ---------------------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Jay H. Shidler Chairman of the Board of Directors March 8, 2002 - ------------------------------------------ Jay H. Shidler /s/ Michael W. Brennan President, Chief Executive Officer March 8, 2002 - ------------------------------------------ and Director Michael W. Brennan /s/ Michael G. Damone Director of Strategic Planning March 8, 2002 - ------------------------------------------ and Director Michael G. Damone /s/ John L. Lesher Director March 8, 2002 - ------------------------------------------ John L. Lesher /s/ Kevin W. Lynch Director March 8, 2002 - ------------------------------------------ Kevin W. Lynch /s/ John E. Rau Director March 8, 2002 - ------------------------------------------ John E. Rau /s/ Robert J. Slater Director March 8, 2002 - ------------------------------------------ Robert J. Slater /s/ W. Edwin Tyler Director March 8, 2002 - ------------------------------------------ W. Edwin Tyler Director March 8, 2002 - ------------------------------------------ J. Steven Wilson 48
EXHIBIT INDEX Exhibits Description 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company's Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) 3.3 Articles of Amendment to the Company's Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.4 Articles of Amendment to the Company's Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.5 Articles Supplementary relating to the Company's 8 3/4% Series B Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.1 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) 3.6 Articles Supplementary relating to the Company's 8 5/8% Series C Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File No. 1-13102) 3.7 Articles Supplementary relating to the Company's 7.95% Series D Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998, File No. 1-13102) 3.8 Articles Supplementary relating to the Company's 7.90% Series E Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 3.9 Articles Supplementary relating to the Company's Junior Participating Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) 4.1 Deposit Agreement, dated May 14, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.3 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 Deposit Agreement, dated June 6, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated June 6, 1997, File No. 1-13102) 4.3 Deposit Agreement, dated February 6, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated February 6, 1998, File No. 1-13102) 4.4 Deposit Agreement, dated March 18, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 49
Exhibits Description 4.5 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) 4.6 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) 4.7 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-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.8 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 First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 4.9 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 year ended December 31, 1997, File No. 1-13102) 4.10 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 year ended December 31, 1997, File No. 1-13102) 4.11 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 year ended December 31, 1997, File No. 1-13102) 4.12 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-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.13 Rights Agreement, dated as of September 16, 1997, between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on September 24, 1997, File No. 1-13102) 4.14 Amended and Restated Unsecured Revolving Credit Agreement, dated as of June 30, 2000 among First Industrial, L.P., First Industrial Realty Trust, Inc. and Bank One, N.A., UBS AG, Stamford Branch, Bank of America, N.A. and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 4.15 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 First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.16 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, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.17 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.18 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 50
Exhibits Description 4.19 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 First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "LP Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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) 10.7 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) 10.8 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) 10.9 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) 10.10 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) 10.11 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 year ended December 31, 1999, File No. 1-13102) 10.12 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 year ended December 31, 1999, File No. 1-13102) 10.13 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) 10.14 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) 10.15 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) 10.16 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) 51
Exhibits Description 10.17 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) 10.18 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 year ended December 31, 2000, File No. 1-13102) 10.19 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 year ended December 31, 2000, File No. 1-13102) 10.20 Registration Rights Agreement, dated April 29, 1998, relating to the Company's Common Stock, par value $.01 per share, between the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated May 1, 1998, File No. 1-13102) 10.21 Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.22 Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11, File No. 33-77804) 10.23+ 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.24+ First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) 10.25 Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) 10.26 Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.27+ Employment Agreement, dated December 4, 1996, between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.28+ Employment Agreement, dated February 1, 1997, between the Company and Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.29+ 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.30+ Separation Agreement dated November 11, 1998 by and between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-13102) 10.31+ Employment Agreement, dated July 19, 2000, between First Industrial Realty Trust, Inc. and Michael J. Havala (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 10.32+ Employment Agreement, dated July 26, 2000, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 10.33+ Settlement Agreement dated January 31, 2001 between First Industrial, L.P., First Industrial Realty Trust, Inc. and Gary H. Heigl (incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-13102) 10.34*+ 2001 Stock Incentive Plan 52
Exhibits Description 12.1* Computation of ratios of earnings to fixed charges and preferred stock dividends of the Company 21.1* Subsidiaries of the Registrant 23 * Consent of PricewaterhouseCoopers LLP * Filed herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a (3) of Form 10-K. 53
FIRST INDUSTRIAL REALTY TRUST, INC. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE PAGE ---- FINANCIAL STATEMENTS Report of Independent Accountants......................................................... F-2 Consolidated Balance Sheets of First Industrial Realty Trust, Inc. (the "Company") as of December 31, 2001 and 2000.......................................................... F-3 Consolidated Statements of Operations of the Company for the Years Ended December 31, 2001, 2000 and 1999.......................................................... F-4 Consolidated Statements of Changes in Stockholders' Equity of the Company for the Years Ended December 31, 2001, 2000 and 1999.............................................. F-5 Consolidated Statements of Cash Flows of the Company for the Years Ended December 31, 2001, 2000 and 1999.......................................................... F-6 Notes to Consolidated Financial Statements................................................ F-7 FINANCIAL STATEMENT SCHEDULE Report of Independent Accountants.......................................................... S-1 Schedule III: Real Estate and Accumulated Depreciation.................................... S-2 F-1
REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of First Industrial Realty Trust, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Chicago, Illinois February 4, 2002 F-2
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) December 31, December 31, 2001 2000 -------------- -------------- ASSETS Assets: Investment in Real Estate: Land ....................................................................... $ 421,828 $ 397,624 Buildings and Improvements ................................................. 2,137,666 1,989,034 Furniture, Fixtures and Equipment .......................................... 1,258 1,437 Construction in Progress ................................................... 154,175 52,715 Less: Accumulated Depreciation ............................................. (276,820) (219,701) ----------- ----------- Net Investment in Real Estate ...................................... 2,438,107 2,221,109 Real Estate Held For Sale, Net of Accumulated Depreciation and Amortization of $4,033 at December 31, 2001 and $26,318 at December 31, 2000 ............................................................ 30,750 236,422 Cash and Cash Equivalents ..................................................... -- 7,731 Restricted Cash ............................................................... 22,764 24,215 Tenant Accounts Receivable, Net ............................................... 11,956 9,793 Investments in Joint Ventures ................................................. 9,010 6,158 Deferred Rent Receivable ...................................................... 15,442 14,790 Deferred Financing Costs, Net ................................................. 11,717 12,154 Prepaid Expenses and Other Assets, Net ........................................ 81,654 86,121 ----------- ----------- Total Assets ....................................................... $ 2,621,400 $ 2,618,493 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Mortgage Loans Payable, Net ................................................... $ 87,459 $ 102,575 Senior Unsecured Debt, Net .................................................... 1,048,491 948,781 Acquisition Facility Payable .................................................. 182,500 170,000 Accounts Payable and Accrued Expenses ......................................... 71,031 93,336 Rents Received in Advance and Security Deposits ............................... 26,684 20,104 Dividends/Distributions Payable ............................................... 31,196 38,492 ----------- ----------- Total Liabilities .................................................. 1,447,361 1,373,288 ----------- ----------- Minority Interest ................................................................ 178,442 186,833 Commitments and Contingencies .................................................... -- -- Stockholders' Equity: Preferred Stock ($.01 par value, 10,000,000 shares authorized, 40,000, 20,000, 50,000 and 30,000 shares of Series B, C, D and E Cumulative Preferred Stock, respectively, issued and outstanding at December 31, 2001 and December 31, 2000, having a liquidation preference of $2,500 per share ($100,000), $2,500 per share ($50,000), $2,500 per share ($125,000) and $2,500 per share ($75,000), respectively, and 1,650,000 shares of Series A Cumulative Preferred Stock issued and outstanding at December 31, 2000, having a liquidation preference of $25 per share ($41,250))............. 1 18 Common Stock ($.01 par value, 100,000,000 shares authorized, 40,302,287 and 39,238,386 shares issued and 38,904,687 and 38,844,086 outstanding at December 31, 2001 and 2000, respectively) ................................. 403 392 Additional Paid-in-Capital ....................................................... 1,197,877 1,205,435 Distributions in Excess of Accumulated Earnings .................................. (143,958) (126,962) Unearned Value of Restricted Stock Grants ........................................ (6,247) (8,812) Accumulated Other Comprehensive Loss ............................................. (12,381) -- Treasury Shares, at cost (1,397,600 shares at December 31, 2001 and 394,300 shares at December 31, 2000) ................................................. (40,098) (11,699) ----------- ----------- Total Stockholders' Equity ....................................... 995,597 1,058,372 ----------- ----------- Total Liabilities and Stockholders' Equity ....................... $ 2,621,400 $ 2,618,493 =========== =========== The accompanying notes are an integral part of the financial statements. F-3
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) Year Ended Year Ended Year Ended December 31, December 31, December 31, 2001 2000 1999 ------------- ------------- ------------- Revenues: Rental Income ............................................................. $ 292,896 $ 303,337 $ 295,938 Tenant Recoveries and Other Income ........................................ 91,581 82,731 78,217 --------- --------- --------- Total Revenues ...................................................... 384,477 386,068 374,155 --------- --------- --------- Expenses: Real Estate Taxes ......................................................... 59,400 59,446 56,573 Repairs and Maintenance ................................................... 20,057 18,127 16,827 Property Management ....................................................... 13,365 13,738 10,875 Utilities ................................................................. 9,877 9,989 9,933 Insurance ................................................................. 2,223 1,437 832 Other ..................................................................... 4,959 6,246 3,955 General and Administrative ................................................ 18,609 17,129 13,259 Interest Expense .......................................................... 82,580 83,925 79,869 Amortization of Deferred Financing Costs .................................. 1,809 1,750 1,362 Depreciation and Other Amortization ....................................... 76,266 66,989 68,412 Valuation Provision on Real Estate ........................................ 9,500 2,900 -- --------- --------- --------- Total Expenses ....................................................... 298,645 281,676 261,897 --------- --------- --------- Income from Operations Before Equity in (Loss) Income of Joint Ventures and Income Allocated to Minority Interest .............................................................. 85,832 104,392 112,258 Equity in (Loss) Income of Joint Ventures ................................... (791) 571 302 Income Allocated to Minority Interest ....................................... (16,715) (16,395) (17,609) --------- --------- --------- Income from Operations ...................................................... 68,326 88,568 94,951 Gain on Sale of Real Estate ................................................. 64,347 29,296 29,797 --------- --------- --------- Income Before Extraordinary Loss ............................................ 132,673 117,864 124,748 Extraordinary Loss .......................................................... (10,309) -- -- --------- --------- --------- Net Income .................................................................. 122,364 117,864 124,748 Less: Preferred Stock Dividends ............................................. (30,001) (32,844) (32,844) --------- --------- --------- Net Income Available to Common Stockholders ................................. $ 92,363 $ 85,020 $ 91,904 ========= ========= ========= Net Income Available to Common Stockholders Before Extraordinary Loss Per Weighted Average Common Share Outstanding: Basic ............................................................... $ 2.57 $ 2.20 $ 2.42 ========= ========= ========= Diluted ............................................................. $ 2.56 $ 2.18 $ 2.41 ========= ========= ========= Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ............................................................... $ 2.35 $ 2.20 $ 2.42 ========= ========= ========= Diluted ............................................................. $ 2.34 $ 2.18 $ 2.41 ========= ========= ========= Net Income .................................................................. $ 122,364 $ 117,864 $ 124,748 Other Comprehensive Income (Loss): Cumulative Transition Adjustment ......................................... (14,920) -- -- Settlement of Interest Rate Protection Agreements ........................ (191) -- -- Mark-to-Market of Interest Rate Protection Agreements .................... (231) -- -- Write-Off of Unamortized Interest Rate Protection Agreement Due to the Early Retirement of Debt ....................... 2,156 -- -- Amortization of Interest Rate Protection Agreements ...................... 805 -- -- --------- --------- --------- Comprehensive Income ........................................................ $ 109,983 $ 117,864 $ 124,748 ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-4
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) Year Ended Year Ended Year Ended December 31, December 31, December 31, 2001 2000 1999 ------------ ------------ ------------ Preferred Stock -- Beginning of Year ............................... $ 18 $ 18 $ 18 Redemption of Series A Preferred Stock ............................. (17) -- -- ----------- ----------- ----------- Preferred Stock -- End of Year ..................................... $ 1 $ 18 $ 18 =========== =========== =========== Common Stock -- Beginning of Year .................................. $ 392 $ 382 $ 379 Net Proceeds from the Issuance of Common Stock .................. 8 5 -- Issuance of Restricted Stock .................................... 1 3 1 Repurchase and Retirement of Restricted Stock ................... (1) -- -- Conversion of Units to Common Stock ............................. 3 2 2 ----------- ----------- ----------- Common Stock -- End of Year ........................................ $ 403 $ 392 $ 382 =========== =========== =========== Additional Paid-In Capital -- Beginning of Year .................... $ 1,205,435 $ 1,177,364 $ 1,171,896 Net Proceeds from the Issuance of Common Stock .................. 18,886 12,764 845 Issuance of Restricted Stock .................................... 3,132 9,686 2,007 Repurchase and Retirement of Restricted Stock ................... (1,568) (466) -- Amortization of Stock Based Compensation ........................ 899 383 -- Redemption of Series A Preferred Stock .......................... (36,701) -- -- Conversion of Units to Common Stock ............................. 7,794 5,704 2,616 ----------- ----------- ----------- Additional Paid-In Capital -- End of Year .......................... $ 1,197,877 $ 1,205,435 $ 1,177,364 =========== =========== =========== Dist. in Excess of Accum. Earnings -- Beginning of Year ............ $ (126,962) $ (114,451) $ (114,205) Preferred Stock Dividends ($218.750 per Series B Preferred Share, $215.624 per Series C Preferred Share, $198.748 per Series D Preferred Share and $197.500 per Series E Preferred Share at December 31, 2001, 2000 and 1999, and $.652, $2.375 and $2.375 per Series A Preferred Share at December 31, 2001, 2000 and 1999, respectively) ............................................ (30,001) (32,844) (32,844) Distributions ($2.6525, $2.5175 and $2.4200 per Share/Unit at December 31, 2001, 2000 and 1999, respectively) ................ (123,118) (115,749) (109,608) Redemption of Series A Preferred Stock ......................... (4,577) -- -- Repurchase and Retirement of Restricted Stock .................. (375) -- -- Net Income Before Minority Interest ............................. 139,079 134,259 142,357 Minority Interest: Allocation of Income ......................................... (16,715) (16,395) (17,609) Distributions ($2.6525, $2.5175 and $2.4200 per Share/Unit at December 31, 2001, 2000 and 1999, respectively) ............... 18,711 18,218 17,458 ----------- ----------- ----------- Dist. in Excess of Accum. Earnings -- End of Year .................. $ (143,958) $ (126,962) $ (114,451) =========== =========== =========== Unearned Value of Rest. Stock Grants -- Beginning of Year .......... $ (8,812) $ (4,087) $ (3,312) Issuance of Restricted Stock .................................... (3,133) (9,689) (2,008) Amortization of Restricted Stock Grants ......................... 5,698 4,964 1,233 ----------- ----------- ----------- Unearned Value of Rest. Stock Grants -- End of Year ................ $ (6,247) $ (8,812) $ (4,087) =========== =========== =========== Treasury Shares, at cost-- Beginning of Year ....................... $ (11,699) $ -- $ -- Purchase of Treasury Shares ..................................... (28,399) (11,699) -- ----------- ----------- ----------- Treasury Shares, at cost -- End of Year ............................ $ (40,098) $ (11,699) $ -- =========== =========== =========== Accum. Other Comprehensive Income -- Beginning of Year ............. $ -- $ -- $ -- Cumulative Transition Adjustment ................................ (14,920) -- -- Settlement of Interest Rate Protection Agreements ............... (191) -- -- Mark-to-Market of Interest Rate Protection Agreements ........... (231) -- -- Write-Off of Unamortized Interest Rate Protection Agreement Due to the Early Retirement of Debt ............................ 2,156 -- -- Amortization of Interest Rate Protection Agreements ............. 805 -- -- ----------- ----------- ----------- Accum. Other Comprehensive Income -- End of Year ................... $ (12,381) $ -- $ -- =========== =========== =========== Total Stockholders' Equity at End of Year .......................... $ 995,597 $ 1,058,372 $ 1,059,226 =========== =========== =========== The accompanying notes are an integral part of the financial statements. F-5
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) Year Ended Year Ended Year Ended December 31, December 31, December 31, 2001 2000 1999 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income ................................................ $ 122,364 $ 117,864 $ 124,748 Income Allocated to Minority Interest ..................... 16,715 16,395 17,609 --------- --------- --------- Income Before Minority Interest ........................... 139,079 134,259 142,357 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation ........................................... 65,944 59,840 62,208 Amortization of Deferred Financing Costs ............... 1,809 1,750 1,362 Other Amortization ..................................... 15,465 10,703 6,272 Valuation Provision on Real Estate ..................... 9,500 2,900 -- Equity in Loss (Income) of Joint Ventures .............. 791 (571) (302) Distributions from Joint Ventures ...................... -- 571 302 Gain on Sale of Real Estate ............................ (64,347) (29,296) (29,797) Extraordinary Loss ..................................... 10,309 -- -- Increase in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net..................... (20,438) (23,658) (7,959) Increase in Deferred Rent Receivable ................... (3,499) (1,474) (4,062) (Decrease) Increase in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits............................................. (6,070) 4,811 5,001 (Increase) Decrease in Restricted Cash ................. (1,452) 406 1,515 --------- --------- --------- Net Cash Provided by Operating Activities ......... 147,091 160,241 176,897 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of and Additions to Investment in Real Estate ... (400,008) (494,084) (233,434) Net Proceeds from Sales of Investment in Real Estate ...... 352,975 407,849 217,853 Contributions to and Investments in Joint Ventures ........ (6,025) (37) (2,522) Distributions from Joint Ventures ......................... 1,524 287 572 Funding of Mortgage Loans Receivable ...................... -- -- (739) Repayment of Mortgage Loans Receivable .................... 9,870 20,954 1,132 Decrease (Increase) in Restricted Cash .................... 2,903 (22,269) 7,098 --------- --------- --------- Net Cash Used in Investing Activities ............. (38,761) (87,300) (10,040) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Common Stock Underwriting Discounts/Offering Costs ........ -- -- (200) Net Proceeds from the Issuance of Common Stock ............ 18,521 12,478 732 Repurchase of Restricted Stock ............................ (1,944) (466) -- Purchase of Treasury Shares ............................... (28,399) (11,699) -- Purchase of U.S. Government Securities .................... (1,123) (1,244) -- Proceeds from Senior Unsecured Debt ....................... 199,390 -- -- Repayments of Senior Unsecured Debt ....................... (100,000) -- -- Redemption of Preferred Stock ............................. (41,295) -- -- Dividends/Distributions ................................... (122,203) (113,632) (108,527) Preferred Stock Dividends ................................. (38,212) (24,633) (32,844) Repayments on Mortgage Loans Payable ...................... (15,042) (2,300) (3,459) Proceeds from Acquisition Facilities Payable .............. 398,300 290,200 156,600 Repayments on Acquisition Facilities Payable .............. (385,800) (214,200) (197,400) Book Overdraft ............................................ 10,709 -- -- Cost of Debt Issuance and Prepayment Fees ................. (8,963) (2,323) (973) --------- --------- --------- Net Cash Used in Financing Activities ............. (116,061) (67,819) (186,071) --------- --------- --------- Net (Decrease) Increase in Cash and Cash Equivalents ...... (7,731) 5,122 (19,214) Cash and Cash Equivalents, Beginning of Period ............ 7,731 2,609 21,823 --------- --------- --------- Cash and Cash Equivalents, End of Period .................. $ -- $ 7,731 $ 2,609 ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-6
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 1. ORGANIZATION AND FORMATION OF COMPANY First Industrial Realty Trust, Inc. was organized in the state of Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986, as amended (the "Code"). First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") began operations on July 1, 1994. The Company's operations are conducted primarily through First Industrial, L.P. (the "Operating Partnership") of which the Company is the sole general partner. The Company is the sole stockholder of First Industrial Finance Corporation, First Industrial Pennsylvania Corporation, First Industrial Harrisburg Corporation, First Industrial Securities Corporation, First Industrial Mortgage Corporation, First Industrial Indianapolis Corporation, FI Development Services Corporation and First Industrial Florida Finance Corporation, which are the sole general partners of First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), FI Development Services, L.P. and TK-SV, LTD., respectively, and the Operating Partnership is the sole limited partner. The Operating Partnership is also the sole member of limited liability companies and the sole stockholder of First Industrial Development Services, Inc. The Company, through separate wholly-owned limited liability companies of which the Operating Partnership is the sole member, also owns minority equity interests in, and provides asset and property management services to, the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined). As of December 31, 2001, the Company owned 918 in-service properties located in 24 states, containing an aggregate of approximately 64.0 million square feet (unaudited) of gross leasable area ("GLA"). Of the 918 properties owned by the Company, 753 are held by the Operating Partnership, 20 are held by the Financing Partnership, 21 are held by the Securities Partnership, 21 are held by the Mortgage Partnership, 31 are held by the Pennsylvania Partnership, six are held by the Harrisburg Partnership, six are held by the Indianapolis Partnership, one is held by TK-SV, LTD., 45 are held by limited liability companies of which the Operating Partnership is the sole member and 14 are held by First Industrial Development Services, Inc. 2. BASIS OF PRESENTATION First Industrial Realty Trust, Inc. is the sole general partner of the Operating Partnership, with an approximate 84.8% ownership interest at December 31, 2001. Minority interest at December 31, 2001, represents the approximate 15.2% aggregate partnership interest in the Operating Partnership held by the limited partners thereof. The consolidated financial statements of the Company at December 31, 2001 and 2000 and for each of the years ended December 31, 2001, 2000 and 1999 include the accounts and operating results of the Company and its subsidiaries. Such financial statements present the Company'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 significant 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 Company's financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2001 and 2000, and the reported amounts of revenues and expenses for each of the years ended December 31, 2001, 2000 and 1999. Actual results could differ from those estimates. F-7
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short maturity of these investments. Investment in Real Estate and Depreciation Purchase accounting has been applied when ownership interests in properties were acquired for cash. The historical cost basis of properties has been carried over when certain ownership interests were exchanged for Operating Partnership units on July 1, 1994 and purchase accounting has been used for all other properties that were subsequently acquired in exchange for Operating Partnership units. Investment in Real Estate is carried at cost. The Company reviews its properties on a quarterly basis for impairment and provides a provision if impairments are determined. To determine if impairment may exist, the Company reviews its properties and identifies those that have had either an event of change or event of circumstances warranting further assessment of recoverability. If further assessment of recoverability is needed, the Company 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 Company will recognize an impairment loss based upon the estimated fair value of such properties. For properties management considers held for sale, the Company ceases depreciating the properties and values the properties at the lower of depreciated cost or fair value. If circumstances arise that were previously considered unlikely, and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will classify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Interest costs, real estate taxes and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date placed in service, on the same basis as the related assets. Depreciation expense is computed using the straight-line method based on the following useful lives: Years ----- Buildings and Improvements......................31.5 to 40 Land Improvements...............................15 Furniture, Fixtures and Equipment...............5 to 10 Construction expenditures for tenant improvements, leasehold improvements and leasing commissions are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized. Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $5,945 and $4,358 at December 31, 2001 and 2000, respectively. Unamortized deferred financing fees are written-off when debt is retired before the maturity date. Investments in Joint Ventures Investments in Joint Ventures represents the Company's minority equity interests in the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined). The Company accounts for its Investments in Joint Ventures under the equity method of accounting. Under the equity method of accounting, the Company's share of earnings or losses of the F-8
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED 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 Company's Investments in Joint Ventures as paid or received, respectively. Revenue Recognition Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by the Company. The Company 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 $2,050 as of December 31, 2001 and December 31, 2000. For accounts receivable the Company deems uncollectible, the Company uses the direct write-off method. Gain on Sale of Real Estate Gain on sale of real estate is recognized using the full accrual method. Gains relating to transactions which do not meet the full accrual method of accounting are deferred and recognized when the full accrual accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances. As the assets are sold, their costs and related accumulated depreciation are removed from the accounts with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by the Company after completion of each sale are included in the determination of the gains on sales. Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a result, the Company generally is not subject to federal income taxation at the corporate level to the extent it distributes annually at least 90% of its REIT taxable income (95% prior to January 1, 2001), as defined in the Code, to its stockholders and satisfies certain other requirements. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. The Company and certain of its subsidiaries 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 consolidated statements of operations and has not been separately stated due to its insignificance. For federal income tax purposes, the cash distributions paid to stockholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Distributions paid for the year ended December 31, 2001, totaling approximately $104,407, are characterized 67.7% ($1.80 per share) as ordinary income, 6.1% ($.16 per share) as 20% rate capital gain, 5.7% ($.15 per share) as a 25% rate capital gain and 20.5% ($.54 per share) as return of capital. Distributions paid for the year ended December 31, 2000, totaling $97,531, are characterized 91.1% ($2.29 per share) as ordinary income and 8.9% ($.22 per share) as return of capital. Distributions paid for the year ended December 31, 1999 totaling $92,150 are characterized 88.3% ($2.14 per share) as ordinary income and 11.7% ($.28 per share) as return of capital. Earnings Per Common Share Net income per weighted average share - basic is based on the weighted average common shares outstanding. Net income per weighted average share - diluted is based on the weighted average common shares outstanding plus the effect of in-the-money employee stock options. See Note 10 for further disclosures. F-9
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Fair Value of Financial Instruments The Company's financial instruments include short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable, other accrued expenses, mortgage loans payable, acquisition facility payable, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. The fair values of the short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable and other accrued expenses were not materially different from their carrying or contract values due to the short term nature of these financial instruments. See Note 5 for the fair values of the mortgage loans payable, acquisition facility payable, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. Derivative Financial Instruments On January 1, 2001, the Company adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"), as amended by Statement of Financial Accounting Standards No. 138, "Accounting for Derivative Instruments and Hedging Activities- An Amendment of FAS Statement 133". FAS 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, FAS 133, as amended, requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustment will affect either other comprehensive income (shareholders' equity) or net income, depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. FAS 133, as amended, also requires that any gains or losses on derivative instruments that are reported independently as deferred gains or losses (assets or liabilities) in the statement of financial position at the date of initial application shall be derecognized and reported as a cumulative transition adjustment in other comprehensive income. Historically, the Company has used interest rate protection agreements (the "Agreements") to fix the interest rate on anticipated offerings of senior unsecured debt, limit the interest rate on existing debt or convert floating rate debt to fixed rate debt. Receipts or payments that result from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured debt are amortized over the life of the senior unsecured debt. Receipts or payments resulting from the Agreements that were used to limit the interest rate on existing debt are recognized as a component of interest expense. The cost basis of this type of instrument is amortized over the life of the instrument and is recognized in net income as well. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting are marked-to-market and any gain or loss is recognized in other comprehensive income (shareholders' equity). 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 Company's exposure is limited to the current value of the interest rate differential, not the notional amount, and the Company's carrying value of the Agreements on the balance sheet. See Note 5 for more information on the Agreements. Segment Reporting Management views the Company as a single segment. F-10
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Recent Accounting Pronouncements On October 3, 2001, the FASB issued Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long-lived assets. FAS 144 becomes effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The Company does not expect FAS 144 to have a material impact on its consolidated financial position, consolidated results of operations or consolidated cash flows. The REIT Modernization Act, which was passed in 1999 and took effect on January 1, 2001, modifies certain provisions of the Internal Revenue Code of 1986, as amended, with respect to the taxation of REITs. Two key provisions of this tax law change may impact future Company operations: the availability of a taxable REIT subsidiary which may be wholly-owned directly by a REIT and a reduction in the required level of distributions by a REIT to 90% of ordinary taxable income. The Company converted its preferred stock subsidiary to a wholly-owned taxable REIT subsidiary in January 2001. Reclassification Certain 2000 and 1999 items have been reclassified to conform to the 2001 presentation. 4. INVESTMENTS IN JOINT VENTURES On September 28, 1998, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "September 1998 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies of the Operating Partnership, owns a minority equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. On or after October 2000, under certain circumstances, the Company has the right of purchasing all of the properties owned by the September 1998 Joint Venture at a price to be determined in the future. The Company has not exercised this right. The Company recognized approximately $1,787, $2,199 and $2,315 (net of the intercompany elimination) in acquisition, asset management and property management fees in 2001, 2000 and 1999 respectively, from the September 1998 Joint Venture. For the year ended December 31, 2001, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, received distributions of approximately $1,167 from the September 1998 Joint Venture. For the year ended December 31, 2000, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, invested approximately $4 and received distributions of approximately $796 from the September 1998 Joint Venture. The Company accounts for the September 1998 Joint Venture under the equity method of accounting. As of December 31, 2001 the September 1998 Joint Venture owned 93 industrial properties comprising approximately 4.4 million square feet (unaudited) of GLA. F-11
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. INVESTMENTS IN JOINT VENTURES, CONTINUED On September 2, 1999, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into another joint venture arrangement (the "September 1999 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies of the Operating Partnership, owns a minority equity interest in the September 1999 Joint Venture and provides property and asset management services to the September 1999 Joint Venture. On or after September 2001, under certain circumstances, the Company has the right of purchasing all of the properties owned by the September 1999 Joint Venture at a price to be determined in the future. The Company has not exercised this right. The Company recognized approximately $590, $557 and $993 (net of the intercompany elimination) in acquisition, asset management and property management fees in 2001, 2000 and 1999, respectively, from the September 1999 Joint Venture. For the year ended December 31, 2001, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, received distributions of approximately $357 from the September 1999 Joint Venture. For the year ended December 31, 2000, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, invested approximately $33 and received distributions of approximately $62 in the September 1999 Joint Venture. The Company accounts for the September 1999 Joint Venture under the equity method of accounting. As of December 31, 2001 the September 1999 Joint Venture owned 36 industrial properties comprising approximately 1.0 million square feet (unaudited) of GLA. On December 28, 2001, the Company, 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 Company, through wholly-owned limited liability companies of the Operating Partnership, owns a minority equity interest in the December 2001 Joint Venture and provides property management services to the December 2001 Joint Venture. For the year ended December 31, 2001, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, invested approximately $6,025 in the December 2001 Joint Venture. The Company accounts for the December 2001 Joint Venture under the equity method of accounting. As of December 31, 2001 the December 2001 Joint Venture had economic interests in seven industrial properties comprising approximately 1.4 million square feet (unaudited) of GLA. These properties were purchased from the Company. The Company deferred 15% of the gain resulting from these sales which is equal to the Company's economic interest in the December 2001 Joint Venture. 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE Mortgage Loans Payable, Net On December 29, 1995 the Mortgage Partnership borrowed $40,200 under a mortgage loan (the "1995 Mortgage Loan"). In June 2000, the Mortgage Partnership purchased approximately $1.2 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.2 million of the 1995 Mortgage Loan. In March 2001, the Company purchased approximately $1.1 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.1 million of the 1995 Mortgage Loan. The terms of these legal defeasances require the Mortgage Partnership to use the gross proceeds from the maturities of the U.S. Government securities to paydown and subsequently retire the defeased portion of the 1995 Mortgage Loan in January 2003. Upon the execution of these legal defeasances, two properties collateralizing the 1995 Mortgage Loan were released and subsequently sold. The Company is carrying the defeased portions of the 1995 Mortgage Loan on its balance sheet until it pays down and retires the defeased portions of the 1995 Mortgage Loan in January 2003. The remaining portion of the 1995 Mortgage Loan matures on January 11, 2026. The 1995 Mortgage Loan provides for monthly principal and interest payments based on a 28-year F-12
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED amortization schedule. The interest rate under the 1995 Mortgage Loan is fixed at 7.22% per annum through January 11, 2003. After January 11, 2003, the interest rate adjusts through a predetermined formula based on the applicable Treasury rate. The 1995 Mortgage Loan is collateralized by 21 properties held by the Mortgage Partnership. The 1995 Mortgage Loan may be prepaid on or after January 2003. Under the terms of the 1995 Mortgage Loan, certain cash reserves are required to be and have been set aside for payments of tenant security deposit refunds, payments of capital expenditures, interest, real estate taxes, insurance and releasing costs. The amount of cash reserves segregated for security deposits is adjusted as tenants turn over. The amount included in the cash reserves relating to payments of capital expenditures, interest, real estate taxes and insurance is determined by the lender and approximate the next periodic payment of such items. The amount included in the cash reserves relating to releasing costs resulted from a deposit of a lease termination fee that will be used to cover costs of releasing that space. At December 31, 2001 and 2000, these reserves totaled $2,640 and $1,186, respectively, and are included in Restricted Cash. Such cash reserves were invested in a money market fund at December 31, 2001. The maturity of these investments is one day; accordingly, cost approximates fair value. On March 20, 1996, the Company, through the Operating Partnership and the Indianapolis Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan") that is collateralized by seven properties in Indianapolis, Indiana and three properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed interest rate of 7.50% and provides for monthly principal and interest payments based on a 25-year amortization schedule. The CIGNA Loan matures on April 1, 2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On March 20, 1996, the Company, through the Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan (together, the "Assumed Loans") that are collateralized by 12 properties in Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively. The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly principal and interest payments based on a 16.75-year amortization schedule. The Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only after December 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On January 31, 1997, the Company, through the Operating Partnership, assumed a loan in the amount of $705 (the "LB Loan II"). The LB Loan II was interest free until February, 1998, at which time the LB Loan II bears interest at 8.00% and provides for interest only payments prior to maturity. The LB Loan II matures 180 days after the completion of a contingent event relating to the environmental status of the property collateralizing the loan. On October 23, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the "Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I was collateralized by a property in Bensenville, Illinois, bore interest at a fixed rate of 8.50% and provided for monthly principal and interest payments based on a 15-year amortization schedule. On May 31, 2001, the Company, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan I. Due to the retirement of the Acquisition Mortgage Loan I, the Company has recorded an extraordinary loss of approximately $128 due to a prepayment fee. On December 9, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the "Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II was collateralized by ten properties in St. Charles, Louisiana, bore interest at a fixed rate of 7.75% and provided for monthly principal and interest payments based on a 22-year amortization schedule. On June 27, 2001, the Company, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan II. Due to the retirement of the Acquisition Mortgage Loan II, the Company has recorded an extraordinary loss of approximately $936 due to a prepayment fee. F-13
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED On December 23, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the "Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III is collateralized by two properties in Houston, Texas, bears interest at a fixed interest rate of 8.875% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan III matures on June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only after June 1998 in exchange for the greater of a 2% prepayment fee or a yield maintenance premium. On April 16, 1998, the Company, 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 July 16, 1998, the Company, 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. On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $965 (the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI is collateralized by one property in Portland, Oregon, bears interest at a fixed rate of 8.875% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after September 2001 in exchange for a 3% prepayment fee. On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1,367 (the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII was collateralized by one property in Milwaukee, Oregon, bore interest at a fixed rate of 9.75% and provided for monthly principal and interest payments based on a 25-year amortization schedule. On December 3, 2001, the Company paid off and retired the Acquisition Mortgage Loan VII with no prepayment fee. F-14
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED Senior Unsecured Debt, Net On May 13, 1997, the Company, 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 Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2007 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2007 Notes as an adjustment to the interest expense. The 2007 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 13, 1997, the Company, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes are redeemable, at the option of the holders thereof, on May 15, 2002. Interest is paid semi-annually in arrears on May 15 and November 15. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2027 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2027 Notes as an adjustment to interest expense. The 2027 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 22, 1997, the Company, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 PATS"). The issue price of the 2011 PATS was 99.348%. Interest is paid semi-annually in arrears on May 15 and November 15. The 2011 PATS are redeemable, at the option of the holder thereof, on May 15, 2004 (the "Put Option"). The Company received approximately $1,781 of proceeds from the holder for the Put Option. The Company amortizes the Put Option amount over the life of the Put Option as an adjustment to interest expense. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 PATS prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 PATS as an adjustment to interest expense. The 2011 PATS contain certain covenants including limitation on incurrence of debt and debt service coverage. On November 20, 1997, the Company, 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 Company, 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 Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2006 Notes prior to issuance. The settlement amount of the interest rate protection agreement is being amortized over the life of the 2006 Notes as an adjustment to interest expense. The 2006 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On December 8, 1997, the Company, 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 Operating Partnership is amortizing the debt issue discount over the life of the 2017 Notes as an adjustment to interest expense. The 2017 Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price equal to the sum of the principal amount of the 2017 Notes being redeemed plus accrued interest thereon to the redemption date and any make-whole amount, as defined in the Prospectus Supplement relating to the 2017 Notes. The 2017 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. F-15
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED On March 31, 1998, the Company, through the Operating Partnership, issued $100,000 of Dealer remarketable securities which were to mature on April 5, 2011 and bore a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. The 2011 Drs. were callable at the option of J.P. Morgan, Inc., as Remarketing Dealer, on April 5, 2001. The Remarketing Dealer exercised their call option with respect to the 2011 Drs. On April 5, 2001, the Company 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 Company 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 Company has recorded an extraordinary loss of approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying value, the write-off of unamortized deferred financing fees, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of the interest rate protection agreement as discussed above, legal costs and other expenses. On July 14, 1998, the Company, 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 Company also settled interest rate protection agreements, in the notional amount of $150,000, which were used to fix the interest rate on the 2028 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. Approximately $50,000 of the 2028 Notes was purchased, through a broker/dealer, by an entity in which a Director of the Company owns greater than a ten percent interest. On March 19, 2001, the Company, 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 Company 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 Company settled the interest rate protection agreement for approximately $371 of proceeds which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. Acquisition Facilities In December 1997, the Company entered into a $300,000 unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility") which bore interest at LIBOR plus .80% or a "Corporate Base Rate" at the Company's election, and provided for interest only payments until maturity. In June 2000, the Company amended the 1997 Unsecured Acquisition Facility which extended the maturity date to June 30, 2003 and includes the right, subject to certain conditions, to increase the aggregate commitment up to $400,000 (the "2000 Unsecured Acquisition Facility"). The Company may borrow under the 2000 Unsecured Acquisition Facility to finance the acquisition and development of additional properties and for other corporate purposes, including to obtain additional working capital. The 2000 Unsecured Acquisition Facility contains certain financial covenants relating to debt service coverage, market value net worth, dividend payout ratio and total funded indebtedness. F-16
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED In September 2001, the Company entered into two interest rate swap agreements (together, the "Interest Rate Swap Agreements") which fixed the interest rate on a portion of the Company's outstanding borrowings on its 2000 Unsecured Acquisition Facility. The Company designated both of these transactions as cash flow hedges. The first interest rate swap agreement has a notional value of $25,000, is effective from October 5, 2001 through October 5, 2002 and fixed the LIBOR rate at 2.5775%. The second interest rate swap agreement has a notional value of $25,000 and is effective from October 5, 2001 through July 5, 2003 and fixed the LIBOR rate at 3.0775%. Any payments or receipts from the Interest Rate Swap Agreements will be treated as a component of interest expense. The Company anticipates that the Interest Rate Swap Agreements will be 100% effective and, as a result, the change in value will be shown in other comprehensive income. At December 31, 2001, the Interest Rate Swap Agreements were valued at ($231). The following table discloses certain information regarding the Company's mortgage loans, senior unsecured debt and acquisition facility payable: OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ----------------------------- --------------------------- ---------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY 2001 2000 2001 2000 2001 DATE ------------ ------------- ------------ ------------ ---------------- ---------- MORTGAGE LOANS PAYABLE, NET 1995 Mortgage Loan.............. $ 38,063 (1) $ 38,604 $ 160 $ 163 7.220% 1/11/26 (1) CIGNA Loan...................... 33,214 33,952 207 212 7.500% 4/01/03 Assumed Loans................... 6,538 7,995 --- --- 9.250% 1/01/13 LB Loan II.................... 705 705 24 5 8.000% (2) Acquisition Mortgage Loan I --- 3,294 --- --- 8.500% 8/01/08 (7) Acquisition Mortgage Loan II.... --- 7,432 --- --- 7.750% 4/01/06 (7) Acquisition Mortgage Loan III... 3,065 3,214 --- --- 8.875% 6/01/03 Acquisition Mortgage Loan IV.... 2,286 2,364 --- 17 8.950% 10/01/06 Acquisition Mortgage Loan V..... 2,665 (3) 2,729 (3) --- --- 9.010% 9/01/06 Acquisition Mortgage Loan VI.... 923 (3) 957 (3) 7 --- 8.875% 11/01/06 Acquisition Mortgage Loan VII... --- 1,329 (3) --- --- 9.750% 3/15/02 (7) ------------ ------------ ------------ ------------ Total........................... $ 87,459 $ 102,575 $ 398 $ 397 ============ ============ ============ ============ SENIOR UNSECURED DEBT, NET 2005 Notes...................... $ 50,000 $ 50,000 $ 383 $ 383 6.900% 11/21/05 2006 Notes...................... 150,000 150,000 875 875 7.000% 12/01/06 2007 Notes...................... 149,972 (4) 149,966 (4) 1,457 1,457 7.600% 5/15/07 2011 PATS....................... 99,563 (4) 99,517 (4) 942 942 7.375% 5/15/11 (5) 2017 Notes...................... 99,847 (4) 99,838 (4) 625 625 7.500% 12/01/17 2027 Notes...................... 99,877 (4) 99,872 (4) 914 914 7.150% 5/15/27 (6) 2028 Notes...................... 199,791 (4) 199,783 (4) 7,009 7,009 7.600% 7/15/28 2011 Drs........................ --- 99,805 (4) --- 1,553 6.500% 4/05/11 (7) 2011 Notes...................... 199,441 (4) --- 4,343 --- 7.375% 3/15/11 ------------ ------------ ------------ ------------ Total........................... $1,048,491 $ 948,781 $ 16,548 $ 13,758 ============ ============ ============ ============ ACQUISITION FACILITY PAYABLE 2000 Unsecured Acquisition Facility..................... $ 182,500 $ 170,000 $ 571 $ 1,359 3.19% (8) 6/30/03 ============ ============ =========== ============ (1) Approximately $2.2 million of this loan has been defeased and will be paid in full in January 2003. (2) The maturity date of the LB Loan II is based on a contingent event relating to the environmental status of the property collateralizing the loan. (3) At December 31, 2001, the Acquisition Mortgage Loan V and the Acquisition Mortgage Loan VI are net of unamortized premiums of $180 and $41, respectively. At December 31, 2000, the Acquisition Mortgage Loan V, the Acquisition Mortgage Loan VI and the Acquisition Mortgage Loan VII are net of unamortized premiums of $219, $49 and $35, respectively. (4) At December 31, 2001, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Notes are net of unamortized discounts of $28, $437, $153, $123, $209 and $559, respectively. At December 31, 2000, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are net of unamortized discounts of $34, $483, $162, $128, $217 and $195, respectively (5) The 2011 PATS are redeemable at the option of the holder thereof, on May 15, 2004. (6) The 2027 Notes are redeemable at the option of the holders thereof, on May 15, 2002. (7) The Company paid off and retired the 2011 Drs. on April 5, 2001, the Acquisition Mortgage Loan I on May 31, 2001, the Acquisition Mortgage Loan II on June 27, 2001 and the Acquisition Mortgage Loan VII on December 3, 2001. (8) Interest rate includes the impact of fixing $50,000 of borrowings under the 2000 Unsecured Acquisition Facility via the Interest Rate Swap Agreements. F-17
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED Fair Value At December 31, 2001 and 2000, the fair value of the Company's mortgage loans payable, senior unsecured debt, acquisition facility payable and Put Option, as well as the fair value of the Company's Call Option at December 31, 2000 were as follows: December 31, 2001 December 31, 2000 ----------------------- ----------------------- Carrying Fair Carrying Fair Amount Value Amount Value ---------- ---------- ---------- ---------- Mortgage Loans Payable .......................... $ 87,459 $ 91,280 $ 102,575 $ 104,088 Senior Unsecured Debt ........................... 1,048,491 1,041,955 948,781 918,865 Acquisition Facility Payable (Variable Rate)..... 132,500 132,500 170,000 170,000 Acquisition Facility Payable (Fixed Rate)........ 50,000 50,231 --- --- Put Option and Call Option (2000 Only) .......... 604 6,290 1,089 12,150 ---------- ---------- ---------- ---------- Total ........................................... $1,319,054 $1,322,256 $1,222,445 $1,205,103 ========== ========== ========== ========== The fair value of the Company's mortgage loans payable, the fixed rate portion of the acquisition facility, Put Option and Call Option were determined by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of the variable rate portion of the acquisition facility payable was not materially different than its carrying value due to the variable interest rate nature of the loan. The fair value of the senior unsecured debt was determined by quoted market prices. Other Comprehensive Income In conjunction with the prior issuances of senior unsecured debt, the Company entered into interest rate protection agreements to fix the interest rate on anticipated offerings of senior unsecured debt (the "Interest Rate Protection Agreements"). For Interest Rate Protection Agreements settled prior to 2001, the Company derecognized the unamortized settlement amounts and recorded a cumulative transition adjustment in other comprehensive income in the amount of $14,920 on January 1, 2001. For Interest Rate Protection Agreements settled after December 31, 2000, the Company recognized the settlement amounts as other comprehensive income. In the next 12 months, the Company will amortize approximately $227 of the Interest Rate Protection Agreements into net income as an increase to interest expense. The following is a roll forward of the accumulated other comprehensive loss balance relating to the Company's derivative transactions: Balance at December 31, 2000................................................ $ --- Cumulative Transition Adjustment....................................... (14,920) Settlement of Interest Rate Protection Agreements...................... (191) Mark-to-Market of Interest Rate Protection Agreements.................. (231) Write-off of Unamortized Interest Rate Protection Agreement Due to The Early Retirement of Debt................................ 2,156 Amortization of Interest Rate Protection Agreements.................... 805 ----------- Balance at December 31, 2001................................................ $ (12,381) =========== F-18
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITIES PAYABLE, CONTINUED The following is a schedule of the stated maturities and scheduled principal payments of the mortgage loans, senior unsecured debt and acquisition facility payable for the next five years ending December 31, and thereafter: Amount ---------------- 2002 $ 2,202 2003 221,348 2004 1,418 2005 51,548 2006 156,510 Thereafter 886,007 ---------------- Total $ 1,319,033 ================ The maturity date of the LB Loan II is based on a contingent event. As a result, the LB Loan II is not included in the preceding table. 6. STOCKHOLDERS' EQUITY Preferred Stock In 1995, the Company issued 1,650,000 shares of 9.5%, $ .01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an initial offering price of $25 per share. 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 Company redeemed the Series A Preferred Stock on April 9, 2001 and paid a prorated second quarter dividend of $.05872 per share, totaling approximately $97. 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. Dividends on the Series B Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series B Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series C Preferred Stock (hereinafter defined), Series D Preferred Stock (hereinafter defined) and Series E Preferred Stock (hereinafter defined). The Series B Preferred Stock is not redeemable prior to May 14, 2002. On or after May 14, 2002, the Series B Preferred Stock is 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. The Series B Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. 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. Dividends on the Series C Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series C Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series B Preferred Stock, Series D Preferred Stock (hereinafter defined) and Series E Preferred Stock (hereinafter defined). F-19
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. STOCKHOLDERS' EQUITY, CONTINUED The Series C Preferred Stock is not redeemable prior to June 6, 2007. On or after June 6, 2007, the Series C Preferred Stock is 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 $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series C Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. 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. Dividends on the Series D Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the dividends and amounts upon liquidation, dissolution or winding up, the Series D Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock (hereinafter defined). The Series D Preferred Stock is not redeemable prior to February 4, 2003. On or after February 4, 2003, the Series D Preferred Stock is 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 $125,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series D Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. 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. Dividends on the Series E Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series E Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. The Series E Preferred Stock is not redeemable prior to March 18, 2003. On or after March 18, 2003, the Series E Preferred Stock is 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 $75,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series E Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. The following table summarizes certain information regarding the Company's preferred stock: Stated Value at ------------------------------- Initial Optional December 31, December 31, Dividend Redemption 2001 2000 Rate Date ------------- ------------- ---------- ------------ Series A Preferred Stock $ --- (1) $ 41,250 9.500% (1) Series B Preferred Stock 100,000 100,000 8.750% 5/14/02 Series C Preferred Stock 50,000 50,000 8.625% 6/06/07 Series D Preferred Stock 125,000 125,000 7.950% 2/04/03 Series E Preferred Stock 75,000 75,000 7.900% 3/18/03 ------------- ------------ Total $ 350,000 $ 391,250 ============= ============ (1) The Company redeemed the Series A Preferred Stock on April 9, 2001. F-20
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. STOCKHOLDERS' EQUITY, CONTINUED Non-Qualified Employee Stock Options For the year ended December 31, 2001 certain employees of the Company exercised 717,836 non-qualified employee stock options. Gross proceeds to the Company were approximately $18,512. For the year ended December 31, 2000 certain employees of the Company exercised 518,550 non-qualified employee stock options. Gross proceeds to the Company were approximately $12,478. For the year ended December 31, 1999 certain employees of the Company exercised 33,000 non-qualified employee stock options. Gross proceeds to the Company were approximately $732. Treasury Stock: In March 2000, the Company's Board of Directors approved the repurchase of up to $100,000 of the Company's common stock. The Company may make purchases from time to time, if price levels warrant, in the open market or in privately negotiated transactions. During the year ended December 31, 2001, the Company repurchased 1,003,300 shares of its common stock at a weighted average price of approximately $28.30 per share. During the year ended December 31, 2000, the Company repurchased 394,300 shares of its common stock at a weighted average price of approximately $29.67 per share. Shareholders' Rights Plan On September 4, 1997, the Board of Directors of the Company declared a dividend distribution of one Preferred Share Purchase Right ("Right") for each outstanding share of Common Stock. The dividend distribution was made on October 20, 1997 to stockholders of record as of the close of business on October 19, 1997. In addition, a Right will attach to each share of Common Stock issued in the future. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Junior Participating Preferred Stock (the "Junior Preferred Stock"), at a price of $125 per one one-hundredth of a share (the "Purchase Price"), subject to adjustment. The Rights become exercisable only if a person or group of affiliated or associated persons (an "Acquiring Person") acquires, or obtains the right to acquire, beneficial ownership of Common Stock or other voting securities ("Voting Stock") that have 15% or more of the voting power of the outstanding shares of Voting Stock, or if an Acquiring Person commences or makes an announcement of an intention to commence a tender offer or exchange offer to acquire beneficial ownership of Voting Stock that have 15% or more of the voting power of the outstanding shares of Voting Stock. The Rights will expire on October 19, 2007, unless redeemed earlier by the Company at $.001 per Right, or exchanged by the Company at an exchange ratio of one share of Common Stock per Right. In the event that a person becomes an Acquiring Person, each holder of a Right, other than the Acquiring Person, is entitled to receive, upon exercise, (1) Common Stock having a value equal to two times the Purchase Price of the Right or (2) common stock of the acquiring company having a value equal to two times the Purchase Price of the Right. F-21
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. STOCKHOLDERS' EQUITY, CONTINUED The Junior Preferred Stock ranks junior to all other series of the Company's preferred stock with respect to payment of dividends and as to distributions of assets in liquidation. Each share of Junior Preferred Stock has a quarterly dividend rate per share equal to the greater of $1.00 or 100 times the per share amount of any dividend (other than a dividend payable in shares of Common Stock or a subdivision of the Common Stock) declared on the Common Stock, subject to certain adjustments. In the event of liquidation, the holder of the Junior Preferred Stock is entitled to receive a preferred liquidation payment per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount equal to 100 times the payment to be made per share of Common Stock, subject to certain adjustments. Dividends/Distributions The following table summarizes dividends/distributions for the past two years: Year Ended 2001 Year Ended 2000 -------------------------------- ------------------------------------ Dividend/ Dividend/ Distribution Distribution per Share/ Total Dividend/ per Share/ Total Dividend/ Unit Distribution Unit Distribution -------------- --------------- ------------- --------------- Common Stock/Operating Partnership Units $ 2.65250 $ 123,118 $ 2.51750 $ 115,747 Series A Preferred Stock $ .65247 $ 1,077 $ 2.37500 $ 3,920 Series B Preferred Stock $ 218.75000 $ 8,752 $ 218.75000 $ 8,752 Series C Preferred Stock $ 215.62400 $ 4,312 $ 215.62400 $ 4,312 Series D Preferred Stock $ 198.74800 $ 9,936 $ 198.74800 $ 9,936 Series E Preferred Stock $ 197.50000 $ 5,920 $ 197.50000 $ 5,920 F-22
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE In 2001, the Company acquired 79 in-service industrial properties comprising, in the aggregate, approximately 4.4 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $227,514. Two of the 79 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 Company also completed the development of seven properties comprising approximately 1.1 million square feet (unaudited) of GLA at a cost of approximately $47,991. In 2000, the Company acquired 83 in-service industrial properties and one industrial property under redevelopment comprising, in the aggregate, approximately 5.8 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $323,529 and completed the development of 26 properties and two redevelopments comprising approximately 4.1 million square feet (unaudited) of GLA at a cost of approximately $147,954. In 1999, the Company acquired 19 in-service industrial properties and two industrial properties under redevelopment comprising, in the aggregate, approximately 2.0 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $75,226 and completed the development of 19 properties and one expansion comprising approximately 3.1 million square feet (unaudited) of GLA at a cost of approximately $103,651. 8. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE In 2001, the Company sold 132 industrial properties and several land parcels. The aggregate gross sales price of these sales totaled approximately $386,939. The Company also recognized gains in 2001 on prior period sales where the gains were previously deferred. The gain on sales totaled approximately $64,347. In 2000, the Company sold 109 industrial properties and several land parcels. The aggregate gross sales price of these sales totaled approximately $433,713. The gain on sales totaled approximately $29,296. In 1999, the Company sold 56 industrial properties and several land parcels. The aggregate gross sales price of these sales totaled approximately $245,813. Approximately $4,835 of the gross proceeds from the sales of these properties was received from the September 1998 Joint Venture (the Company sold two properties to the September 1998 Joint Venture at the Company's net book value). The gain on sales totaled approximately $29,797. The Company plans on exiting the markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island and continually engages in identifying and evaluating its other real estate markets for potential sales candidates. However, due to the slow down in the economy and, as a result, the impact the economy has had on the real estate market, the Company has decided not to actively market its properties in the exit markets of Cleveland, Columbus, Dayton and Grand Rapids. The Company believes it would be able to obtain higher net sales proceeds at a later point in time. The Company plans on exiting the Cleveland, Columbus, Dayton and Grand Rapids markets when market values reflect what the Company believes is the appropriate value of such properties. In the fourth quarter of 2001, the Company reclassified these properties from held for sale to held for use. As these properties are no longer considered held for sale, the Company recaptured all past depreciation expense not recognized since June 30, 2000 (the date the Company considered these properties held for sale) in the amount of $6,201. At December 31, 2001, the Company had 13 industrial properties comprising approximately 1.2 million square feet of GLA held for sale. Net carrying value of the industrial properties held for sale at December 31, 2001 is approximately $30,750. There can be no assurance that such properties held for sale will be sold. F-23
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 8. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED The following table discloses certain information regarding the 13 industrial properties held for sale by the Company. YEAR ENDED -------------------------------------------- 2001 2000 1999 ------------- ------------- -------------- Total Revenues $ 5,153 $ 5,800 $ 5,885 Operating Expenses (2,320) (2,265) (2,427) Depreciation and Amortization (149) (583) (913) ------------- ------------- -------------- Income from Operations $ 2,684 $ 2,952 $ 2,545 ============= ============= ============== In connection with the Company'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 Company determined in the fourth quarter of 2001 that an impairment valuation in the amount of approximately $9,500 should be recorded for certain properties in the Columbus, Ohio, Des Moines, Iowa and Indianapolis, Indiana markets. In the fourth quarter of 2000, the Company recognized a valuation provision on real estate of approximately $2,900 relating to properties located in Grand Rapids, Michigan. The fair value was determined by a quoted market price less transaction costs. 9. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS Supplemental disclosure of cash flow information: Year Ended Year Ended Year Ended December 31, 2001 December 31, 2000 December 31, 1999 ------------------- ------------------- ------------------- Interest paid, net of capitalized interest...... $ 80,577 $ 83,213 $ 79,866 =================== =================== =================== Interest capitalized............................. $ 9,950 $ 5,203 $ 5,568 =================== =================== =================== Supplemental schedule of noncash investing and financing activities: Distribution payable on common Stock/units....... $ 31,196 $ 30,281 $ 28,164 =================== =================== =================== Distribution payable on preferred Stock.......... $ --- $ 8,211 $ --- =================== =================== =================== Exchange of units for common shares: Minority interest................................ $ (7,797) $ (5,706) $ (2,618) Common stock..................................... 3 2 2 Additional paid in capital....................... 7,794 5,704 2,616 ------------------- ------------------- ------------------- $ --- $ --- $ --- =================== =================== =================== In conjunction with the property and land acquisitions, the following assets and liabilities were assumed: Purchase of real estate.......................... $ 227,514 $ 323,529 $ 75,226 Operating partnership units...................... (1,491) (3,474) (4,274) Accounts payable and Accrued expenses............................. (2,153) (3,869) (342) ------------------- ------------------- ------------------- Acquisition of real estate....................... $ 223,870 $ 316,186 $ 70,610 =================== =================== =================== In conjunction with certain property sales, the Company provided seller financing on behalf of certain buyers: Notes Receivable................................. $ 12,460 $ 7,749 $ 17,620 =================== =================== =================== F-24
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 10. EARNINGS PER SHARE ("EPS") The computation of basic and diluted EPS is presented below. Year Ended Year Ended Year Ended December 31, December 31, December 31, 2001 2000 1999 ------------ ------------- ------------ Numerator: Net Income Before Extraordinary Loss ................. $ 132,673 $ 117,864 $ 124,748 Less: Preferred Stock Dividends ................... (30,001) (32,844) (32,844) Less: Minority Interest Allocable to Extraordinary Loss .............................. (1,597) -- -- ------------ -------------- ------------ Net Income Available to Common Stockholders Before Extraordinary Loss, Net of Minority Interest For Basic and Diluted EPS......................... 101,075 85,020 91,904 Extraordinary Loss, Net of Minority Interest ......... (8,712) -- -- ------------ -------------- ------------ Net Income Available to Common Stockholders For Basic and Diluted EPS ........................ $ 92,363 $ 85,020 $ 91,904 ============ ============== ============ Denominator: Weighted Average Common Shares - Basic ............... 39,273,724 38,660,516 38,042,214 Effect of Dilutive Securities: Employee and Director Common Stock Options ........ 278,527 256,069 101,801 ------------ -------------- ------------ Weighted Average Common Shares - Diluted ............. 39,552,251 38,916,585 38,144,015 ============ ============== ============ Basic EPS: Net Income Available to Common Stockholders Before Extraordinary Loss, net of Minority Interest ..... $ 2.57 $ 2.20 $ 2.42 ============ ============== ============ Extraordinary Loss, net of Minority Interest ......... $ (.22) $ -- $ -- ============ ============== ============ Net Income Available to Common Stockholders .......... $ 2.35 $ 2.20 $ 2.42 ============ ============== ============ Diluted EPS: Net Income Available to Common Stockholders Before Extraordinary Loss, net of Minority Interest ........ $ 2.56 $ 2.18 $ 2.41 ============ ============== ============ Extraordinary Loss, net of Minority Interest ........ $ (.22) $ -- $ -- ============ ============== ============ Net Income Available to Common Stockholders .......... $ 2.34 $ 2.18 $ 2.41 ============ ============== ============ F-25
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 11. FUTURE RENTAL REVENUES The Company's properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under noncancelable operating leases in effect as of December 31, 2001 are approximately as follows: 2002 $ 246,374 2003 195,466 2004 145,848 2005 98,503 2006 64,283 Thereafter 110,053 -------------- Total $ 860,527 ============== 12. EMPLOYEE BENEFIT PLANS The Company maintains two stock incentive plans (the "Stock Incentive Plans") which are administered by the Compensation Committee of the Board of Directors. There are approximately 7.7 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 receive automatic annual grants of options to purchase 10,000 shares at a per share exercise price equal to the fair market value of a share on the date of grant. The Stock Incentive Plans authorize (i) the grant of stock options that qualify as incentive stock options under Section 422 of the Code, (ii) the grant of stock options that do not so qualify, (iii) restricted stock awards, (iv) performance share awards and (v) dividend equivalent rights. The exercise price of the 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, 2001, stock options covering 2.9 million shares were outstanding and stock options covering 2.9 million shares were available under the Stock Incentive Plans. The outstanding stock options generally vest over one to three year periods and have lives of ten years. Stock option transactions are summarized as follows: Weighted Average Exercise Price per Exercise Price Shares Share per Share ------------ ------------------------ ------------------- Outstanding at December 31, 1998................... 4,997,000 $32.70 $18.25-$35.81 Granted......................................... 1,041,567 $25.35 $25.13-$27.69 Exercised or Converted.......................... (68,000) $22.79 $20.25-$25.13 Expired or Terminated........................... (3,194,300) $35.31 $22.75-$35.81 ------------ Outstanding at December 31, 1999..................... 2,776,267 $27.04 $18.25-$31.125 Granted......................................... 937,250 $27.34 $27.125-$30.00 Exercised or Converted.......................... (605,550) $24.58 $18.25-$31.125 Expired or Terminated........................... (84,500) $28.63 $25.125-$31.125 ------------ Outstanding at December 31, 2000..................... 3,023,467 $27.61 $18.25-$31.125 Granted......................................... 1,030,900 $32.98 $31.05-$33.125 Exercised....................................... (717,836) $25.99 $20.25-$31.125 Expired or Terminated........................... (387,086) $30.13 $21.125-$33.125 ------------ Outstanding at December 31, 2001..................... 2,949,445 $29.55 $18.25-$33.125 ============ F-26
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 12. EMPLOYEE BENEFIT PLANS, CONTINUED The following table summarizes currently outstanding and exercisable options as of December 31, 2001: Options Outstanding Options Exercisable ---------------------------------------------------- -------------------------------- Weighted Average Weighted Weighted Number Remaining Average Number Average Range of Exercise Price Outstanding Contractual Life Exercise Price Exercisable Exercise Price - --------------------------- -------------- ---------------- --------------- -------------- ------------- $18.25-$27.25 1,103,195 7.5 $25.79 691,215 24.92 $27.69-$33.13 1,846,250 7.7 $31.79 868,050 30.62 The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), in accounting for its Stock Incentive Plans. Under APB 25, compensation expense is not recognized for options issued in which the strike price is equal to the fair value of the Company's stock on the date of grant. Certain options issued in 2000 were issued with a strike price less than the fair value of the Company's stock on the date of grant. Compensation expense is being recognized for the intrinsic value of these options determined at the date of grant over the vesting period. Had compensation expense for the Company's Stock Incentive Plans been determined based upon the fair value at the grant date for awards under the Stock Incentive Plans consistent with the methodology prescribed under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", net income and earnings per share would have been the pro forma amounts indicated in the table below: For the Year Ended ------------------------------------- 2001 2000 1999 --------- ---------- ---------- Net Income Available to Common Stockholders- as reported.................... $ 92,363 $ 85,020 $ 91,904 Net Income Available to Common Stockholders- pro forma...................... $ 91,577 $ 84,075 $ 90,036 Net Income Available to Common Stockholders per Share- as reported-Basic.... $ 2.35 $ 2.20 $ 2.42 Net Income Available to Common Stockholders per Share- pro forma- Basic..... $ 2.33 $ 2.17 $ 2.37 Net Income Available to Common Stockholders per Share- as reported-Diluted.. $ 2.34 $ 2.18 $ 2.41 Net Income Available to Common Stockholders per Share- pro forma-Diluted.... $ 2.32 $ 2.16 $ 2.36 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected dividend yield................................................... 8.22% 8.33% 8.88% Expected stock price volatility........................................... 20.75% 20.30% 20.55% Risk-free interest rate................................................... 4.91% 6.18% 5.30% Expected life of options................................................... 3.03 3.05 2.73 The weighted average fair value of options granted during 2001, 2000 and 1999 is $2.49, $ 2.91 and $1.79 per option, respectively. In September 1994, the Board of Directors approved and the Company adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. The Company may make, but is not required to make, matching contributions. For the years ended December 31, 2001, 2000 and 1999, the Company made matching contributions of approximately $220, $211 and $208, respectively. In March 1996, the Board of Directors approved and the Company adopted a Deferred Income Plan (the "Plan"). At December 31, 2001, 885,436 units were outstanding. F-27
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 12. EMPLOYEE BENEFIT PLANS, CONTINUED During 2001, the Company awarded 94,450 shares of restricted Common Stock to certain employees and 3,699 shares of restricted Common Stock to certain Directors. These restricted shares of Common Stock had a fair value of approximately $3,133 on the date of grant. The restricted Common Stock vests over a period from three to ten years. Compensation expense will be charged to earnings over the vesting period. During 2000, the Company awarded 355,139 shares of restricted Common Stock to certain employees and 3,663 shares of restricted Common Stock to certain Directors. Other employees of the Company converted certain in-the-money employee stock options to 14,903 shares of restricted Common Stock. These restricted shares of Common Stock had a fair value of approximately $9,689 on the date of grant. The restricted Common Stock vests over a period from three to ten years. Compensation expense will be charged to earnings over the vesting period. During 1999, the Company awarded 72,300 shares of restricted Common Stock to certain employees and 3,504 shares of restricted Common Stock to certain Directors. Other employees of the Company converted certain in-the-money employee stock options to 5,224 shares of restricted Common Stock. These restricted shares of Common Stock had a fair value of approximately $2,121 on the date of grant. The restricted Common Stock vests over a period from five to ten years. Compensation expense will be charged to earnings over the vesting period. 13. RELATED PARTY TRANSACTIONS The Company periodically engages in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of one of the Company's officers/Directors is an employee of CB Richard Ellis, Inc. For the years ended December 31, 2001, 2000 and 1999, this relative received brokerage commissions in the amount of $17, $60 and $18 respectively, from the Company. The Company periodically utilizes consulting services from the private consulting firm of one of the Company's Directors. For the year ended December 31, 2001, no fees were paid to this entity. For the years ended December 31, 2000 and 1999 the Company has paid approximately $5 and $15 of fees, respectively, to this entity. In January and February 2001, First Industrial Development Services, Inc. ("FRDS") purchased all of the voting and non-voting shares (a total of 25,790 shares) of FRDS held by certain executive officers of the Company for approximately $1.3 million, in connection with FRDS' election to become a wholly owned taxable REIT subsidiary of the Company. At the time of the transaction, these executive officers had equity interests in FRDS totaling 2.76%. The conversion of FRDS to a wholly-owned taxable REIT subsidiary of the Company will not have a material impact on the financial position or results of operations of the Company. On September 2, 1999, the September 1999 Joint Venture purchased a 1,159,121 square foot (unaudited) industrial property portfolio located in Los Angeles, California for approximately $63,901. An officer of the Company held ownership interests ranging between .004% and .13% in various entities that sold certain properties to the September 1999 Joint Venture. On September 15, 1999, the Company sold nine industrial properties to an entity whose Chairman of the Board of Directors is also Chairman of the Board of Directors of the Company. The gross proceeds from the sales of these nine industrial properties approximated $39,475 and the gain of sales approximated $14,552. F-28
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 13. RELATED PARTY TRANSACTIONS, CONTINUED On November 19, 1998, the Company sold two industrial properties to two limited partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center Investment Company ("Hartford"), for a total consideration of approximately $8,341. An entity in which one of the shareholders is the Chairman of the Board of Directors, ("TSIC") has a 11.638% general partner interest in Roosevelt. TSIC has a 12.39% general partner interest in Hartford. On December 4, 1998, the Company sold one industrial property to Eastgate Shopping Center Investment Co. ("Eastgate"), a limited partnership, for total consideration of approximately $2,521. TSIC has a 12.972% general partner interest in Eastgate. In each case, the purchaser had the option of selling the properties back to the Company and the Company had the option of buying the properties back from the purchaser for a stipulated period of time. In January 2000, the purchasers exercised their options to sell the properties back to the Company. Due to the existence and exercise of the options mentioned above, the sale was not recognized. 14. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company 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 Company. Twenty-seven properties have leases granting the tenants options to purchase the property. Such options are exercisable at various times at appraised fair market value or at a fixed purchase price generally in excess of the Company's depreciated cost of the asset. The Company has no notice of any exercise of any tenant purchase option. The Company has committed to the construction of 45 industrial properties totaling approximately 5.1 million square feet (unaudited) of GLA. The estimated total construction costs are approximately $232.6 million (unaudited). Of this amount, approximately $56.9 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 Company's 2000 Unsecured Acquisition Facility. The Company expects to place in service all of the development projects during the next twelve months. There can be no assurance that the Company will place these projects in service during the next twelve months or that the actual completion cost will not exceed the estimated completion cost stated above. At December 31, 2001, the Company had nine letters of credit outstanding in the aggregate amount of $2,173. These letters of credit expire between March 2002 and January 2004. 15. SUBSEQUENT EVENTS (UNAUDITED) In January 2002, the Company entered into an interest rate protection agreement which fixed the interest rate on a forecasted offering of unsecured debt which it designated as a cash flow hedge. This interest rate protection agreement has a notional value of $50,000, fixed the ten year treasury rate at 5.083% and settles on May 16, 2002. In January 2002, the Company entered into an interest rate swap agreement which fixed the interest rate on a portion of the Company's outstanding borrowings on its 2000 Unsecured Acquisition Facility. The Company designated this transaction as a cash flow hedge. This interest rate swap agreement has a notional value of $25,000, is effective from February 4, 2002 through February 4, 2003 and fixed the LIBOR rate at 2.4975%. On January 22, 2002, the Company and the Operating Partnership paid a fourth quarter 2001 distribution of $.68 per common share/unit, totaling approximately $31,196. F-29
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 15. SUBSEQUENT EVENTS (UNAUDITED), CONTINUED In February 2002, the Company entered into an interest rate protection agreement which fixed the interest rate on a forecasted offering of unsecured debt which it designated as a cash flow hedge. This interest rate protection agreement has a notional value of $50,000, fixed the ten year treasury rate at 4.999% and settles on May 16, 2002. On March 8, 2002, the Company declared a first quarter 2002 distribution of $.68 per common share/unit on its common stock/units which is payable on April 22, 2002. The Company also declared first quarter 2002 dividends of $54.688 per share ($.54688 per Depositary share), $53.906 per share ($.53906 per Depositary share), $49.687 per share ($.49687 per Depositary share) and $49.375 per share ($.49375 per Depositary share) on its Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, totaling, in the aggregate, approximately $7,231, which are payable on April 1, 2002. From January 1, 2002 to March 1, 2002, the Company awarded 965 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $30 on the date of grant. The restricted common stock vests over ten years. Compensation expense will be charged to earnings over the respective vesting period. From January 1, 2002 to March 1, 2002, the Company issued 870,600 non-qualified employee stock options to certain officers, Directors and employees of the Company. These non-qualified employee stock options vest over periods from one to three years, have a strike price of $30.53 per share and expire ten years from the date of grant. From January 1, 2002 to March 1, 2002, the Company acquired 16 industrial properties for a total estimated investment of approximately $41,453. The Company also sold four industrial properties for approximately $7,217 of gross proceeds. F-30
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) YEAR ENDED DECEMBER 31, 2001 ---------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER -------- -------- -------- ---------- Total Revenues ............................................ $ 99,413 $ 97,465 $ 93,651 $ 93,948 Equity In Income (Loss) of Joint Ventures ................. 186 250 315 (1,542) Income Allocated to Minority Interest ..................... (5,034) (3,790) (5,778) (2,113) Income from Operations .................................... 21,323 22,796 20,676 3,531 Gain on Sale of Real Estate ............................... 13,876 15,822 18,808 15,841 Income Before Extraordinary Loss .......................... 35,199 38,618 39,484 19,372 Extraordinary Loss ........................................ -- (10,309) -- -- -------- -------- ---------- -------- Net Income ................................................ 35,199 28,309 39,484 19,372 Preferred Stock Dividends ................................. (8,211) (7,328) (7,231) (7,231) -------- -------- ---------- -------- Net Income Available to Common Stockholders ............... $ 26,988 $ 20,981 $ 32,253 $ 12,141 ======== ======== ========== ======== Net Income Available to Common Stockholders Before Extraordinary Loss per Weighted Average Common Share Outstanding: Basic ..................... $ .69 $ .75 $ .81 $ .31 ======== ======== ========== ======== Diluted ................... $ .69 $ .75 $ .81 $ .31 ======== ======== ========== ======== Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic ..................... $ .69 $ .53 $ .81 $ .31 ======== ======== ========== ======== Diluted ................... $ .69 $ .53 $ .81 $ .31 ======== ======== ========== ======== YEAR ENDED DECEMBER 31, 2000 ------------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER --------- --------- --------- --------- Total Revenues ............................................ $ 95,148 $ 94,266 $ 96,551 $ 100,103 Equity In Income of Joint Ventures ........................ 31 88 70 382 Income Allocated to Minority Interest ..................... (3,799) (4,310) (4,041) (4,245) Income from Operations .................................... 22,465 20,567 24,623 20,913 Gain on Sale of Real Estate ............................... 5,874 10,057 6,280 7,085 Net Income ................................................ 28,339 30,624 30,903 27,998 Preferred Stock Dividends ................................. (8,211) (8,211) (8,211) (8,211) --------- --------- --------- --------- Net Income Available to Common Stockholders ............... $ 20,128 $ 22,413 $ 22,692 $ 19,787 ========= ========= ========= ========= Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic ..................... $ .52 $ .58 $ .58 $ .51 ========= ========= ========= ========= Diluted ................... $ .52 $ .58 $ .58 $ .51 ========= ========= ========= ========= F-31
REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of First Industrial Realty Trust, Inc.: Our audits of the consolidated financial statements referred to in our report dated February 4, 2002 of First Industrial Realty Trust, Inc. 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. PricewaterhouseCoopers LLP Chicago, Illinois February 4, 2002 S-1
FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2001 (DOLLARS IN THOUSANDS) COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- Atlanta 4250 River Green Parkway Duluth, GA (c) $ 264 $ 1,522 $ 81 3400 Corporate Parkway Duluth, GA (c) 281 1,621 367 3450 Corporate Parkway Duluth, GA (c) 506 2,904 206 3500 Corporate Parkway Duluth, GA (c) 260 1,500 99 3425 Corporate Parkway Duluth, GA (c) 385 2,212 287 1650 GA Highway 155 Atlanta, GA 788 4,544 340 14101 Industrial Park Boulevard Atlanta, GA 285 1,658 535 801-804 Blacklawn Road Atlanta, GA 361 2,095 301 1665 Dogwood Drive Atlanta, GA 635 3,662 229 1715 Dogwood Drive Atlanta, GA 288 1,675 239 11235 Harland Drive Atlanta, GA 125 739 65 4050 Southmeadow Parkway Atlanta, GA 401 2,813 181 4071 Southmeadow Parkway Atlanta, GA 750 4,460 852 1875 Rockdale Industrial Blvd. Atlanta, GA 386 2,264 298 3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,779 370 Great Southwest Parkway (j) Atlanta, GA 527 2,984 548 955 Cobb Place Kennesaw, GA 780 4,420 230 7000 Highland Parkway Smyrna, GA 761 4,213 150 2084 Lake Industrial Court Conyers, GA 662 - 4,739 2039 Monier Blvd Lithia Springs, GA 651 2,770 2 1005 Sigman Road Conyers, GA 566 3,134 116 2050 East Park Drive Conyers, GA 452 2,504 183 1003 Sigman Road Conyers, GA 499 2,761 126 201 Greenwood McDonough, GA 2,066 304 18,954 220 Greenwood McDonough, GA 2,015 - 7,115 1255 Oakbrook Drive Norcross, GA 195 1,107 13 1256 Oakbrook Drive Norcross, GA 336 1,907 18 1265 Oakbrook Drive Norcross, GA 307 1,742 18 1266 Oakbrook Drive Norcross, GA 234 1,326 12 1275 Oakbrook Drive Norcross, GA 400 2,269 30 1280 Oakbrook Drive Norcross, GA 281 1,592 15 1300 Oakbrook Drive Norcross, GA 420 2,381 29 1325 Oakbrook Drive Norcross, GA 332 1,879 17 1351 Oakbrook Drive Norcross, GA 370 2,099 26 1346 Oakbrook Drive Norcross, GA 740 4,192 34 1412 Oakbrook Drive Norcross, GA 313 1,776 20 BALTIMORE 3431 Benson Baltimore, MD 553 3,062 112 1801 Portal Baltimore, MD 251 1,387 168 1811 Portal Baltimore, MD 327 1,811 338 1831 Portal Baltimore, MD 268 1,486 453 1821 Portal Baltimore, MD 430 2,380 1,479 1820 Portal Baltimore, MD (g) 884 4,891 455 6615 Tributary Baltimore, MD 420 2,327 124 7340 Executive Frederick, MD 936 5,182 209 4845 Governers Way Frederick, MD 810 4,487 145 8900 Yellow Brick Road Baltimore, MD 447 2,473 368 7476 New Ridge Hanover, MD 394 2,182 159 1328 Charwood Road Hanover, MD 717 3,968 881 8779 Greenwood Place Savage, MD 704 3,896 168 1350 Blair Drive Odenton, MD 301 1,706 80 1360 Blair Drive Odenton, MD 321 1,820 83 1370 Blair Drive Odenton, MD 381 2,161 118 9020 Mendenhall Court Columbia, MD 530 3,000 43 CENTRAL PENNSYLVANIA 1214-B+B102 Freedom Road Cranberry Township, PA 31 994 617 401 Russell Drive Middletown, PA 262 857 1,572 2700 Commerce Drive Harrisburg, PA 196 997 670 2701 Commerce Drive Harrisburg, PA 141 859 1,172 2780 Commerce Drive Harrisburg, PA 113 743 1,054 7125 Grayson Road Harrisburg, PA 1,514 8,779 42 7253 Grayson Road Harrisburg, PA 894 5,168 221 5020 Louise Drive Mechanicsburg, PA 707 - 2,788 7195 Grayson Harrisburg, PA 478 2,771 80 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- Atlanta 4250 River Green Parkway $ 264 $ 1,603 $ 1,867 $ 333 1988 (q) 3400 Corporate Parkway 281 1,988 2,269 503 1987 (q) 3450 Corporate Parkway 506 3,110 3,616 610 1988 (q) 3500 Corporate Parkway 260 1,599 1,859 336 1991 (q) 3425 Corporate Parkway 385 2,499 2,884 550 1990 (q) 1650 GA Highway 155 788 4,884 5,672 1,029 1991 (q) 14101 Industrial Park Boulevard 285 2,193 2,478 361 1984 (q) 801-804 Blacklawn Road 361 2,396 2,757 581 1982 (q) 1665 Dogwood Drive 635 3,891 4,526 720 1973 (q) 1715 Dogwood Drive 288 1,914 2,202 419 1973 (q) 11235 Harland Drive 125 804 929 158 1988 (q) 4050 Southmeadow Parkway 425 2,970 3,395 573 1991 (q) 4071 Southmeadow Parkway 828 5,234 6,062 1,003 1991 (q) 1875 Rockdale Industrial Blvd. 387 2,561 2,948 441 1966 (q) 3312 N. Berkeley Lake Road 3,052 18,308 21,360 2,687 1969 (q) 370 Great Southwest Parkway (j) 546 3,513 4,059 605 1996 (q) 955 Cobb Place 804 4,626 5,430 495 1991 (q) 7000 Highland Parkway 696 4,428 5,124 460 1998 (q) 2084 Lake Industrial Court 804 4,597 5,401 143 1998 (q) 2039 Monier Blvd 652 2,771 3,423 86 1999 (q) 1005 Sigman Road 574 3,242 3,816 182 1986 (q) 2050 East Park Drive 459 2,680 3,139 192 1998 (q) 1003 Sigman Road 506 2,880 3,386 155 1996 (q) 201 Greenwood 2,205 19,119 21,324 982 1999 (q) 220 Greenwood - 9,130 9,130 19 2000 (q) 1255 Oakbrook Drive 197 1,118 1,315 12 1984 (q) 1256 Oakbrook Drive 339 1,922 2,261 20 1984 (q) 1265 Oakbrook Drive 309 1,758 2,067 18 1984 (q) 1266 Oakbrook Drive 235 1,337 1,572 14 1984 (q) 1275 Oakbrook Drive 403 2,296 2,699 24 1986 (q) 1280 Oakbrook Drive 283 1,605 1,888 17 1986 (q) 1300 Oakbrook Drive 423 2,407 2,830 25 1986 (q) 1325 Oakbrook Drive 334 1,894 2,228 20 1986 (q) 1351 Oakbrook Drive 373 2,122 2,495 22 1984 (q) 1346 Oakbrook Drive 744 4,222 4,966 44 1985 (q) 1412 Oakbrook Drive 315 1,794 2,109 19 1985 (q) BALTIMORE 3431 Benson 562 3,165 3,727 295 1988 (q) 1801 Portal 271 1,535 1,806 146 1987 (q) 1811 Portal 354 2,122 2,476 236 1987 (q) 1831 Portal 290 1,917 2,207 212 1990 (q) 1821 Portal 468 3,821 4,289 469 1986 (q) 1820 Portal 899 5,331 6,230 485 1982 (q) 6615 Tributary 432 2,439 2,871 231 1987 (q) 7340 Executive 957 5,370 6,327 505 1988 (q) 4845 Governers Way 824 4,618 5,442 431 1988 (q) 8900 Yellow Brick Road 475 2,813 3,288 258 1982 (q) 7476 New Ridge 401 2,334 2,735 220 1987 (q) 1328 Charwood Road 715 4,851 5,566 421 1986 (q) 8779 Greenwood Place 727 4,041 4,768 236 1978 (q) 1350 Blair Drive 314 1,773 2,087 56 1991 (q) 1360 Blair Drive 331 1,893 2,224 47 1991 (q) 1370 Blair Drive 394 2,266 2,660 56 1991 (q) 9020 Mendenhall Court 535 3,038 3,573 13 1981 (q) CENTRAL PENNSYLVANIA 1214-B+B102 Freedom Road 205 1,437 1,642 654 1982 (q) 401 Russell Drive 287 2,404 2,691 950 1990 (q) 2700 Commerce Drive 206 1,657 1,863 609 1990 (q) 2701 Commerce Drive 164 2,008 2,172 613 1989 (q) 2780 Commerce Drive 209 1,701 1,910 621 1989 (q) 7125 Grayson Road 1,514 8,821 10,335 1,697 1991 (q) 7253 Grayson Road 894 5,389 6,283 1,078 1990 (q) 5020 Louise Drive 716 2,779 3,495 535 1995 (q) 7195 Grayson 479 2,850 3,329 504 1994 (q) S-2
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 400 First Street Middletown, PA 280 1,839 877 401 First Street Middletown, PA 819 5,381 2,631 500 Industrial Lane Middletown, PA 194 1,272 298 600 Hunter Lane Middletown, PA 191 - 4,444 300 Hunter Lane Middletown, PA 216 - 6,173 Fruehauf Building #6 Middletown, PA - - 6,429 3380 Susquehanna Trail North York, PA 450 2,550 137 495 East Locust Lane York, PA 810 4,590 237 350 Old Silver Spring Road Mechanicsburg, PA 510 2,890 4,315 4500 Westport Drive Mechanicsburg, PA 690 3,910 257 125 East Kensinger Drive Cranberry Township, PA 585 - 3,600 CHICAGO 720-730 Landwehr Road Northbrook, IL (c) 521 2,982 311 3170-3190 MacArthur Boulevard Northbrook, IL (c) 370 2,126 284 20W201 101st Street Lemont, IL (c) 967 5,554 786 280-296 Palatine Road Wheeling, IL (c) 305 1,735 624 2300 Hammond Drive Schaumburg, IL 442 1,241 1,086 3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 972 6750 South Sayre Avenue Bedford Park, IL 224 1,309 364 585 Slawin Court Mount Prospect, IL 611 3,505 10 2300 Windsor Court Addison, IL 688 3,943 637 3505 Thayer Court Aurora, IL 430 2,472 43 3600 Thayer Court Aurora, IL 636 3,645 224 736-776 Industrial Drive Elmhurst, IL 349 1,994 933 480 East 14th St. Chicago Heights, IL 620 3,430 613 305-311 Era Drive Northbrook, IL 200 1,154 147 4330 South Racine Avenue Chicago, IL 448 1,893 234 12241 Melrose Street Franklin Park, IL 332 1,931 1,085 3150-3160 MacArthur Boulevard Northbrook, IL 439 2,518 112 365 North Avenue Carol Stream, IL 1,082 6,961 81 2942 MacArthur Boulevard Northbrook, IL 315 1,803 255 305-307 East North Avenue Carol Stream, IL 126 - 2,683 301 Alice Wheeling, IL 218 1,236 95 410 W 169th Street South Holland, IL 462 2,618 276 11939 S Central Avenue Alsip, IL 1,208 6,843 1,415 405 East Shawmut La Grange, IL 368 2,083 35 1010-50 Sesame Street Bensenville, IL 979 5,546 399 5555 West 70th Place Bedford Park, IL 146 829 289 3200-3250 South St. Louis (j) Chicago, IL 110 625 988 3110-3130 South St. Louis Chicago, IL 115 650 51 7301 South Hamlin Chicago, IL 149 846 342 7401 South Pulaski Chicago, IL 664 3,763 1,126 7501 S. Pulaski Chicago, IL 360 2,038 975 385 Fenton Lane West Chicago, IL 868 4,918 169 335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 996 10435 Seymour Avenue Franklin Park, IL 181 1,024 623 905 Paramount Batavia, IL 243 1,375 362 1005 Paramount Batavia, IL 282 1,600 343 34-45 Lake Street Northlake, IL 440 2,491 273 2120-24 Roberts Broadview, IL 220 1,248 226 4309 South Morgan Street Chicago, IL 750 4,150 666 405-17 University Drive Arlington Hgts, IL 265 1,468 144 3575 Stern Avenue St. Charles, IL 431 2,386 50 3810 Stern Avenue St. Charles, IL 589 3,262 46 315 Kirk road St. Charles, IL 1,404 7,774 104 550 Business Center Drive Mount Prospect, IL 266 1,473 106 700 Business Center Drive Mount Prospect, IL 270 1,492 121 555 Business Center Drive Mount Prospect, IL 241 1,336 114 800 Business Center Drive Mount Prospect, IL 631 3,493 234 580 Slawin Court Mount Prospect, IL 233 1,292 140 1150 Feehanville Drive Mount Prospect, IL 260 1,437 103 851 Feehanville Drive Mount Prospect, IL 269 1,487 94 1200 Business Center Drive Mount Prospect, IL 765 4,237 378 1331 Business Center Drive Mount Prospect, IL 235 1,303 133 1601 Feehanville Drive Mount Prospect, IL 434 2,402 274 3627 Stern Avenue St. Charles, IL 187 1,034 15 301-329 Airport Blvd North Aurora, IL 570 3,156 177 19W661 101st Street Lemont, IL 1,200 6,643 58 19W751 101st Street Lemont, IL 789 4,368 31 1661 Feehanville Drive Mount Prospect, IL 985 5,455 390 CINCINNATI 9900-9970 Princeton Cincinnati, OH (d) 545 3,088 1,144 2940 Highland Avenue Cincinnati, OH (d) 1,717 9,730 1,357 4700-4750 Creek Road Cincinnati, OH (d) 1,080 6,118 741 12072 Best Place Springboro, OH 426 - 3,327 901 Pleasant Valley Drive Springboro, OH 304 1,721 301 4440 Mulhauser Road Cincinnati, OH 1,067 39 5,116 4434 Mulhauser Road Cincinnati, OH 444 16 4,347 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 400 First Street 192 2,804 2,996 406 1963-1965 (q) 401 First Street 563 8,268 8,831 1,169 1963-1965 (q) 500 Industrial Lane 133 1,631 1,764 252 1963-1965 (q) 600 Hunter Lane 191 4,444 4,635 515 (m) (q) 300 Hunter Lane 216 6,173 6,389 690 (m) (q) Fruehauf Building #6 - 6,429 6,429 538 1998 (q) 3380 Susquehanna Trail North 467 2,670 3,137 322 1990 (q) 495 East Locust Lane 838 4,799 5,637 579 1993 (q) 350 Old Silver Spring Road 541 7,174 7,715 691 1968 (q) 4500 Westport Drive 727 4,130 4,857 473 1996 (q) 125 East Kensinger Drive 1,344 2,841 4,185 53 2000 (q) CHICAGO 720-730 Landwehr Road 521 3,293 3,814 563 1978 (q) 3170-3190 MacArthur Boulevard 370 2,410 2,780 526 1978 (q) 20W201 101st Street 968 6,339 7,307 1,422 1988 (q) 280-296 Palatine Road 310 2,354 2,664 460 1978 (q) 2300 Hammond Drive 445 2,324 2,769 1,709 1970 (q) 3600 West Pratt Avenue 1,050 6,739 7,789 1,250 1953/88 (q) 6750 South Sayre Avenue 224 1,673 1,897 280 1975 (q) 585 Slawin Court 611 3,515 4,126 614 1992 (q) 2300 Windsor Court 696 4,572 5,268 1,072 1986 (q) 3505 Thayer Court 430 2,515 2,945 479 1989 (q) 3600 Thayer Court 636 3,869 4,505 836 1989 (q) 736-776 Industrial Drive 349 2,927 3,276 705 1975 (q) 480 East 14th St. 620 4,043 4,663 388 1958 (q) 305-311 Era Drive 205 1,296 1,501 271 1978 (q) 4330 South Racine Avenue 468 2,107 2,575 1,487 1978 (q) 12241 Melrose Street 469 2,879 3,348 546 1969 (q) 3150-3160 MacArthur Boulevard 429 2,640 3,069 529 1978 (q) 365 North Avenue 1,082 7,042 8,124 1,276 1969 (q) 2942 MacArthur Boulevard 311 2,062 2,373 506 1979 (q) 305-307 East North Avenue 128 2,681 2,809 57 1999 (q) 301 Alice 225 1,324 1,549 194 1965 (q) 410 W 169th Street 476 2,880 3,356 413 1974 (q) 11939 S Central Avenue 1,229 8,237 9,466 847 1972 (q) 405 East Shawmut 369 2,117 2,486 247 1965 (q) 1010-50 Sesame Street 1,003 5,921 6,924 576 1976 (q) 5555 West 70th Place 157 1,107 1,264 101 1973 (q) 3200-3250 South St. Louis (j) 113 1,610 1,723 427 1968 (q) 3110-3130 South St. Louis 117 699 816 78 1968 (q) 7301 South Hamlin 151 1,186 1,337 109 1975/1986 (q) 7401 South Pulaski 669 4,884 5,553 505 1975/1986 (q) 7501 S. Pulaski 318 3,055 3,373 356 1975/1986 (q) 385 Fenton Lane 884 5,071 5,955 503 1990 (q) 335 Crossroad Parkway 1,599 9,797 11,396 1,049 1996 (q) 10435 Seymour Avenue 190 1,638 1,828 180 1967/1974 (q) 905 Paramount 252 1,728 1,980 165 1977 (q) 1005 Paramount 293 1,932 2,225 189 1978 (q) 34-45 Lake Street 455 2,749 3,204 265 1978 (q) 2120-24 Roberts 229 1,465 1,694 160 1960 (q) 4309 South Morgan Street 784 4,782 5,566 435 1975 (q) 405-17 University Drive 267 1,610 1,877 145 1977/1978 (q) 3575 Stern Avenue 436 2,431 2,867 65 1979/1984 (q) 3810 Stern Avenue 596 3,301 3,897 89 1985 (q) 315 Kirk road 1,420 7,862 9,282 213 1969/1995 (q) 550 Business Center Drive 282 1,563 1,845 42 1984 (q) 700 Business Center Drive 288 1,595 1,883 43 1980 (q) 555 Business Center Drive 252 1,439 1,691 38 1981 (q) 800 Business Center Drive 666 3,692 4,358 99 1988/1999 (q) 580 Slawin Court 254 1,411 1,665 38 1985 (q) 1150 Feehanville Drive 273 1,527 1,800 41 1983 (q) 851 Feehanville Drive 283 1,567 1,850 42 1983 (q) 1200 Business Center Drive 814 4,566 5,380 126 1988/2000 (q) 1331 Business Center Drive 255 1,416 1,671 38 1985 (q) 1601 Feehanville Drive 468 2,642 3,110 70 1986/2000 (q) 3627 Stern Avenue 189 1,047 1,236 28 1979 (q) 301-329 Airport Blvd 593 3,310 3,903 48 1997 (q) 19W661 101st Street 1,206 6,695 7,901 42 1988 (q) 19W751 101st Street 794 4,394 5,188 27 1991 (q) 1661 Feehanville Drive 1,044 5,786 6,830 156 1986 (q) CINCINNATI 9900-9970 Princeton 566 4,211 4,777 666 1970 (q) 2940 Highland Avenue 1,772 11,032 12,804 1,692 1969/1974 (q) 4700-4750 Creek Road 1,109 6,830 7,939 1,057 1960 (q) 12072 Best Place 443 3,310 3,753 490 1984 (q) 901 Pleasant Valley Drive 316 2,010 2,326 240 1984 (q) 4440 Mulhauser Road 655 5,567 6,222 472 1999 (q) 4434 Mulhauser Road 463 4,344 4,807 178 1999 (q) S-3
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 9449 Glades Drive Hamilton, OH 464 - 3,744 CLEVELAND 6675 Parkland Blvd Cleveland, OH 548 3,103 173 COLUMBUS 3800 Lockbourne Industrial Parkway (u) Columbus, OH 1,133 6,421 68 3880 Groveport Road (u) Columbus, OH 2,145 12,154 (920) 1819 North Walcutt Road (u) Columbus, OH 810 4,590 (901) 4300 Cemetery Road (u) Hilliard, OH 1,103 6,248 (1,685) 4115 Leap Road (j) Hilliard, OH 758 4,297 164 3300 Lockbourne Columbus, OH 708 3,920 253 DALLAS 1275-1281 Roundtable Drive Dallas, TX 148 839 4 2406-2416 Walnut Ridge Dallas, TX 178 1,006 135 12750 Perimiter Drive Dallas, TX 638 3,618 209 1324-1343 Roundtable Drive Dallas, TX 178 1,006 276 1405-1409 Avenue II East Grand Prairie, TX 93 530 125 2651-2677 Manana Dallas, TX 266 1,510 331 2401-2419 Walnut Ridge Dallas, TX 148 839 46 4248-4252 Simonton Farmers Ranch, TX 888 5,032 389 900-906 Great Southwest Pkwy Arlington, TX 237 1,342 418 2179 Shiloh Road Garland, TX 251 1,424 63 2159 Shiloh Road Garland, TX 108 610 44 2701 Shiloh Road Garland, TX 818 4,636 825 12784 Perimeter Drive (k) Dallas, TX 350 1,986 491 3000 West Commerce Dallas, TX 456 2,584 504 3030 Hansboro Dallas, TX 266 1,510 452 5222 Cockrell Hill Dallas, TX 296 1,677 381 405-407 113th Arlington, TX 181 1,026 101 816 111th Street Arlington, TX 251 1,421 62 1017-25 Jacksboro Highway Fort Worth, TX 97 537 164 7341 Dogwwod Park Richland Hills, TX 79 435 51 7427 Dogwwod Park Richland Hills, TX 96 532 69 7348-54 Tower Street Richland Hills, TX 88 489 66 7370 Dogwwod Park Richland Hills, TX 91 503 61 7339-41 Tower Street Richland Hills, TX 98 541 57 7437-45 Tower Street Richland Hills, TX 102 563 58 7331-59 Airport Freeway Richland Hills, TX 354 1,958 193 7338-60 Dogwwod Park Richland Hills, TX 106 587 81 7450-70 Dogwwod Park Richland Hills, TX 106 584 90 7423-49 Airport Freeway Richland Hills, TX 293 1,621 406 7400 Whitehall Street Richland Hills, TX 109 603 113 1602-1654 Terre Colony Dallas, TX 458 2,596 123 3330 Duncanville Road Dallas, TX 197 1,114 17 2001 110th Street Grand Prairie, TX 287 1,624 334 6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 228 2351-2355 Merritt Drive Garland, TX 101 574 10 10575 Vista Park Dallas, TX 366 2,074 32 701-735 North Plano Road Richardson, TX 696 3,944 70 2259 Merritt Drive Garland, TX 96 544 43 2260 Merritt Drive Garland, TX 319 1,806 29 2220 Merritt Drive Garland, TX 352 1,993 34 2010 Merritt Drive Garland, TX 350 1,981 157 2363 Merritt Drive Garland, TX 73 412 7 2447 Merritt Drive Garland, TX 70 395 7 2465-2475 Merritt Drive Garland, TX 91 514 8 2485-2505 Merritt Drive Garland, TX 431 2,440 39 17919 Waterview Parkway Dallas, TX 833 4,718 92 2081 Hutton Drive - Bldg 1 (k) Carrolton, TX 448 2,540 92 2150 Hutton Drive Carrolton, TX 192 1,089 102 2110 Hutton Drive Carrolton, TX 374 2,117 54 2025 McKenzie Drive Carrolton, TX 437 2,478 31 2019 McKenzie Drive Carrolton, TX 502 2,843 35 1420 Valwood Parkway - Bldg 1 (j) Carrolton, TX 460 2,608 61 1620 Valwood Parkway (k) Carrolton, TX 1,089 6,173 141 1505 Luna Road - Bldg II Carrolton, TX 167 948 11 1625 West Crosby Road Carrolton, TX 617 3,498 536 2029-2035 McKenzie Drive Carrolton, TX 330 1,870 144 1840 Hutton Drive (j) Carrolton, TX 811 4,597 53 1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 26 2015 McKenzie Drive Carrolton, TX 510 2,891 37 2105 McDaniel Drive Carrolton, TX 502 2,844 34 2009 McKenzie Drive Carrolton, TX 476 2,699 84 1505 Luna Road - Bldg I Carrolton, TX 521 2,953 55 1505 Luna Road - Bldg III Carrolton, TX 658 3,728 289 2104 Hutton Drive Carrolton, TX 246 1,393 19 DAYTON GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 9449 Glades Drive 1 4,207 4,208 167 1999 (q) CLEVELAND 6675 Parkland Blvd 571 3,253 3,824 427 1991 (q) COLUMBUS 3800 Lockbourne Industrial Parkway (u) 1,041 6,581 7,622 1,071 1986 (q) 3880 Groveport Road (u) 1,955 11,424 13,379 1,859 1986 (q) 1819 North Walcutt Road (u) 637 3,862 4,499 588 1973 (q) 4300 Cemetery Road (u) 875 4,791 5,666 653 1968 (q) 4115 Leap Road (j) 756 4,463 5,219 407 1977 (q) 3300 Lockbourne 710 4,171 4,881 354 1964 (q) DALLAS 1275-1281 Roundtable Drive 117 874 991 92 1966 (q) 2406-2416 Walnut Ridge 183 1,136 1,319 108 1978 (q) 12750 Perimiter Drive 660 3,805 4,465 393 1979 (q) 1324-1343 Roundtable Drive 184 1,276 1,460 158 1972 (q) 1405-1409 Avenue II East 98 650 748 72 1969 (q) 2651-2677 Manana 275 1,832 2,107 170 1966 (q) 2401-2419 Walnut Ridge 153 880 1,033 89 1978 (q) 4248-4252 Simonton 920 5,389 6,309 566 1973 (q) 900-906 Great Southwest Pkwy 270 1,727 1,997 151 1972 (q) 2179 Shiloh Road 256 1,482 1,738 149 1982 (q) 2159 Shiloh Road 110 652 762 67 1982 (q) 2701 Shiloh Road 923 5,356 6,279 555 1981 (q) 12784 Perimeter Drive (k) 396 2,431 2,827 242 1981 (q) 3000 West Commerce 469 3,075 3,544 277 1980 (q) 3030 Hansboro 276 1,952 2,228 209 1971 (q) 5222 Cockrell Hill 306 2,048 2,354 185 1973 (q) 405-407 113th 185 1,123 1,308 146 1969 (q) 816 111th Street 258 1,476 1,734 154 1972 (q) 1017-25 Jacksboro Highway 103 695 798 47 1970 (q) 7341 Dogwwod Park 84 481 565 37 1973 (q) 7427 Dogwwod Park 102 595 697 46 1973 (q) 7348-54 Tower Street 94 549 643 43 1978 (q) 7370 Dogwwod Park 96 559 655 43 1987 (q) 7339-41 Tower Street 104 592 696 47 1980 (q) 7437-45 Tower Street 108 615 723 48 1977 (q) 7331-59 Airport Freeway 372 2,133 2,505 179 1987 (q) 7338-60 Dogwwod Park 112 662 774 60 1978 (q) 7450-70 Dogwwod Park 112 668 780 71 1985 (q) 7423-49 Airport Freeway 308 2,012 2,320 169 1985 (q) 7400 Whitehall Street 115 710 825 68 1981 (q) 1602-1654 Terre Colony 468 2,709 3,177 131 1987 (q) 3330 Duncanville Road 199 1,129 1,328 35 1973/93 (q) 2001 110th Street 290 1,955 2,245 52 1985/86 (q) 6851-6909 Snowden Road 1,038 6,025 7,063 218 1986 (q) 2351-2355 Merritt Drive 103 582 685 18 1988 (q) 10575 Vista Park 371 2,101 2,472 66 1972/94 (q) 701-735 North Plano Road 705 4,005 4,710 125 1986 (q) 2259 Merritt Drive 97 586 683 27 1986/99 (q) 2260 Merritt Drive 323 1,831 2,154 57 1986/2000 (q) 2220 Merritt Drive 356 2,023 2,379 63 1986 (q) 2010 Merritt Drive 354 2,134 2,488 79 1986 (q) 2363 Merritt Drive 74 418 492 13 1986 (q) 2447 Merritt Drive 71 401 472 13 1986 (q) 2465-2475 Merritt Drive 92 521 613 16 1986 (q) 2485-2505 Merritt Drive 436 2,474 2,910 77 1987 (q) 17919 Waterview Parkway 843 4,800 5,643 152 1986 (q) 2081 Hutton Drive - Bldg 1 (k) 453 2,627 3,080 67 1981 (q) 2150 Hutton Drive 194 1,189 1,383 29 1980 (q) 2110 Hutton Drive 377 2,168 2,545 54 1985 (q) 2025 McKenzie Drive 442 2,504 2,946 63 1985 (q) 2019 McKenzie Drive 507 2,873 3,380 72 1985 (q) 1420 Valwood Parkway - Bldg 1 (j) 466 2,663 3,129 68 1986 (q) 1620 Valwood Parkway (k) 1,100 6,303 7,403 156 1986 (q) 1505 Luna Road - Bldg II 169 957 1,126 24 1988 (q) 1625 West Crosby Road 631 4,020 4,651 133 1988 (q) 2029-2035 McKenzie Drive 333 2,011 2,344 45 1985 (q) 1840 Hutton Drive (j) 819 4,642 5,461 106 1986 (q) 1420 Valwood Pkwy - Bldg II 377 2,138 2,515 49 1986 (q) 2015 McKenzie Drive 516 2,922 3,438 67 1986 (q) 2105 McDaniel Drive 507 2,873 3,380 60 1986 (q) 2009 McKenzie Drive 481 2,778 3,259 69 1987 (q) 1505 Luna Road - Bldg I 529 3,000 3,529 62 1988 (q) 1505 Luna Road - Bldg III 664 4,011 4,675 97 1988 (q) 2104 Hutton Drive 249 1,409 1,658 35 1990 (q) DAYTON S-4
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 6094-6104 Executive Blvd Dayton, OH 181 1,025 136 6202-6220 Executive Blvd Dayton, OH 268 1,521 113 6268-6294 Executive Blvd Dayton, OH 255 1,444 174 5749-5753 Executive Blvd Dayton, OH 50 282 91 6230-6266 Executive Blvd Dayton, OH 271 1,534 364 2200-2224 Sandridge Road Moriane, OH 218 1,233 96 8119-8137 Uehling Lane Dayton, OH 103 572 43 DENVER 7100 North Broadway - 1 Denver, CO 201 1,141 274 7100 North Broadway - 2 Denver, CO 203 1,150 281 7100 North Broadway - 3 Denver, CO 139 787 95 7100 North Broadway - 5 Denver, CO 180 1,018 133 7100 North Broadway - 6 Denver, CO 269 1,526 200 20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 286 15700-15820 West 6th Avenue Golden, Co 333 1,887 94 15850-15884 West 6th Avenue Golden, Co 201 1,139 55 5454 Washington Denver, CO 154 873 79 700 West 48th Street Denver, CO 302 1,711 129 702 West 48th Street Denver, CO 135 763 161 6425 North Washington Denver, CO 374 2,118 194 3370 North Peoria Street Aurora, CO 163 924 175 3390 North Peoria Street Aurora, CO 145 822 39 3508-3538 North Peoria Street Aurora, CO 260 1,472 72 3568 North Peoria Street Aurora, CO 222 1,260 109 4785 Elati Denver, CO 173 981 104 4770 Fox Street Denver, CO 132 750 50 1550 W. Evans Denver, CO 388 2,200 262 3751-71 Revere Street Denver, CO 262 1,486 72 3871 Revere Denver, CO 361 2,047 58 5454 Havana Street Denver, CO 204 1,156 36 5500 Havana Street Denver, CO 167 946 20 4570 Ivy Street Denver, CO 219 1,239 198 5855 Stapleton Drive North Denver, CO 288 1,630 74 5885 Stapleton Drive North Denver, CO 376 2,129 124 5200-5280 North Broadway Denver, CO 169 960 113 5977-5995 North Broadway Denver, CO 268 1,518 40 2952-5978 North Broadway Denver, CO 414 2,346 532 6400 North Broadway Denver, CO 318 1,804 90 875 Parfer Street Lakewood, CO 288 1,633 101 4721 Ironton Street Denver, CO 232 1,313 688 833 Parfer Street Lakewood, CO 196 1,112 67 11005 West 8th Avenue Lakewood, CO 102 580 58 7100 North Broadway - 7 Denver, CO 215 1,221 224 7100 North Broadway - 8 Denver, CO 79 448 203 6804 East 48th Avenue Denver, CO 253 1,435 83 445 Bryant Street Denver, CO 1,831 10,219 1,223 East 47th Drive - A Denver, CO 474 2,689 121 7025 South Revere Parkway Denver, CO 558 3,177 174 9500 West 49th Street - A Wheatridge, CO 283 1,625 20 9500 West 49th Street - B Wheatridge, CO 225 1,272 16 9500 West 49th Street - C Wheatridge, CO 602 3,409 17 9500 West 49th Street - D Wheatridge, CO 271 1,537 172 8100 South Park Way - A Littleton, CO 442 2,507 314 8100 South Park Way - B Littleton, CO 103 582 155 8100 South Park Way - C Littleton, CO 568 3,219 159 451-591 East 124th Avenue Littleton, CO 383 2,145 36 608 Garrison Street Lakewood, CO 265 1,501 258 610 Garrison Street Lakewood, CO 264 1,494 281 1111 West Evans (A&C) Denver, CO 233 1,321 119 1111 West Evans (B) Denver, CO 30 169 5 15000 West 6th Avenue Golden, Co 913 5,174 456 14998 West 6th Avenue Bldg E Golden, Co 565 3,199 84 14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 152 12503 East Euclid Drive Denver, CO 1,219 6,905 318 6547 South Racine Circle Denver, CO 748 4,241 288 7800 East Iliff Avenue Denver, CO 188 1,067 38 2369 South Trenton Way Denver, CO 292 1,656 175 2370 South Trenton Way Denver, CO 200 1,132 113 2422 S. Trenton Way Denver, CO 241 1,364 94 2452 South Trenton Way Denver, CO 421 2,386 96 651 Topeka Way Denver, CO 194 1,099 58 680 Atchinson Way Denver, CO 194 1,099 46 8122 South Park Lane - A Littleton, CO 394 2,232 190 8122 South Park Lane - B Littleton, CO 186 1,054 43 1600 South Abilene Aurora, CO 465 2,633 56 1620 South Abilene Aurora, CO 268 1,520 108 1640 South Abilene Aurora, CO 368 2,085 82 13900 East Florida Ave Aurora, CO 189 1,071 62 4301 South Federal Boulevard Englewood, CO 237 1,341 81 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 6094-6104 Executive Blvd 184 1,158 1,342 182 1975 (q) 6202-6220 Executive Blvd 275 1,627 1,902 233 1976 (q) 6268-6294 Executive Blvd 262 1,611 1,873 257 1989 (q) 5749-5753 Executive Blvd 53 370 423 83 1975 (q) 6230-6266 Executive Blvd 280 1,889 2,169 359 1979 (q) 2200-2224 Sandridge Road 223 1,324 1,547 163 1983 (q) 8119-8137 Uehling Lane 103 615 718 48 1978 (q) DENVER 7100 North Broadway - 1 215 1,401 1,616 193 1978 (q) 7100 North Broadway - 2 204 1,430 1,634 204 1978 (q) 7100 North Broadway - 3 140 881 1,021 121 1978 (q) 7100 North Broadway - 5 178 1,153 1,331 182 1978 (q) 7100 North Broadway - 6 271 1,724 1,995 230 1978 (q) 20100 East 32nd Avenue Parkway 314 2,193 2,507 446 1997 (q) 15700-15820 West 6th Avenue 318 1,996 2,314 226 1978 (q) 15850-15884 West 6th Avenue 206 1,189 1,395 131 1978 (q) 5454 Washington 156 950 1,106 128 1985 (q) 700 West 48th Street 307 1,835 2,142 209 1984 (q) 702 West 48th Street 139 920 1,059 139 1984 (q) 6425 North Washington 385 2,301 2,686 251 1983 (q) 3370 North Peoria Street 163 1,099 1,262 199 1978 (q) 3390 North Peoria Street 147 859 1,006 102 1978 (q) 3508-3538 North Peoria Street 264 1,540 1,804 184 1978 (q) 3568 North Peoria Street 225 1,366 1,591 181 1978 (q) 4785 Elati 175 1,083 1,258 137 1972 (q) 4770 Fox Street 134 798 932 93 1972 (q) 1550 W. Evans 385 2,465 2,850 254 1975 (q) 3751-71 Revere Street 267 1,553 1,820 176 1980 (q) 3871 Revere 368 2,098 2,466 223 1980 (q) 5454 Havana Street 207 1,189 1,396 126 1980 (q) 5500 Havana Street 169 964 1,133 102 1980 (q) 4570 Ivy Street 220 1,436 1,656 181 1985 (q) 5855 Stapleton Drive North 290 1,702 1,992 187 1985 (q) 5885 Stapleton Drive North 380 2,249 2,629 252 1985 (q) 5200-5280 North Broadway 171 1,071 1,242 125 1977 (q) 5977-5995 North Broadway 271 1,555 1,826 171 1978 (q) 2952-5978 North Broadway 422 2,870 3,292 299 1978 (q) 6400 North Broadway 325 1,887 2,212 198 1982 (q) 875 Parfer Street 293 1,729 2,022 182 1975 (q) 4721 Ironton Street 236 1,997 2,233 158 1969 (q) 833 Parfer Street 199 1,176 1,375 126 1974 (q) 11005 West 8th Avenue 104 636 740 76 1974 (q) 7100 North Broadway - 7 217 1,443 1,660 188 1985 (q) 7100 North Broadway - 8 80 650 730 90 1985 (q) 6804 East 48th Avenue 256 1,515 1,771 159 1973 (q) 445 Bryant Street 1,829 11,444 13,273 1,084 1960 (q) East 47th Drive - A 441 2,843 3,284 425 1997 (q) 7025 South Revere Parkway 565 3,344 3,909 457 1997 (q) 9500 West 49th Street - A 286 1,642 1,928 210 1997 (q) 9500 West 49th Street - B 226 1,287 1,513 143 1997 (q) 9500 West 49th Street - C 600 3,428 4,028 386 1997 (q) 9500 West 49th Street - D 246 1,734 1,980 263 1997 (q) 8100 South Park Way - A 423 2,840 3,263 497 1997 (q) 8100 South Park Way - B 104 736 840 170 1984 (q) 8100 South Park Way - C 575 3,371 3,946 352 1984 (q) 451-591 East 124th Avenue 383 2,181 2,564 235 1979 (q) 608 Garrison Street 267 1,757 2,024 199 1984 (q) 610 Garrison Street 266 1,773 2,039 197 1984 (q) 1111 West Evans (A&C) 236 1,437 1,673 148 1986 (q) 1111 West Evans (B) 30 174 204 19 1986 (q) 15000 West 6th Avenue 916 5,627 6,543 620 1985 (q) 14998 West 6th Avenue Bldg E 568 3,280 3,848 372 1995 (q) 14998 West 6th Avenue Bldg F 271 1,675 1,946 238 1995 (q) 12503 East Euclid Drive 1,208 7,234 8,442 849 1986 (q) 6547 South Racine Circle 739 4,538 5,277 628 1996 (q) 7800 East Iliff Avenue 190 1,103 1,293 127 1983 (q) 2369 South Trenton Way 294 1,829 2,123 214 1983 (q) 2370 South Trenton Way 201 1,244 1,445 160 1983 (q) 2422 S. Trenton Way 243 1,456 1,699 159 1983 (q) 2452 South Trenton Way 426 2,477 2,903 278 1983 (q) 651 Topeka Way 198 1,153 1,351 118 1985 (q) 680 Atchinson Way 198 1,141 1,339 115 1985 (q) 8122 South Park Lane - A 398 2,418 2,816 286 1986 (q) 8122 South Park Lane - B 188 1,095 1,283 119 1986 (q) 1600 South Abilene 467 2,687 3,154 290 1986 (q) 1620 South Abilene 270 1,626 1,896 199 1986 (q) 1640 South Abilene 382 2,153 2,535 230 1986 (q) 13900 East Florida Ave 190 1,132 1,322 125 1986 (q) 4301 South Federal Boulevard 239 1,420 1,659 180 1997 (q) S-5
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 14401-14492 East 33rd Place Aurora, CO 445 2,519 175 11701 East 53rd Avenue Denver, CO 416 2,355 62 5401 Oswego Street Denver, CO 273 1,547 125 3811 Joliet Denver, CO 735 4,166 131 2630 West 2nd Avenue Denver, CO 51 286 5 2650 West 2nd Avenue Denver, CO 221 1,252 51 14818 West 6th Avenue Bldg A Golden, Co 494 2,799 224 14828 West 6th Avenue Bldg B Golden, Co 519 2,942 182 12055 E. 49th Ave/4955 Peoria Denver, CO 298 1,688 305 4940-4950 Paris Denver, CO 152 861 41 4970 Paris Denver, CO 95 537 41 5010 Paris Denver, CO 89 505 19 7367 South Revere Parkway Englewood, CO 926 5,124 158 10311 W. Hampden Ave Lakewood, CO 577 2,984 201 9197 6th Avenue Lakewood, CO 375 - 2,543 8200 East Park Meadows Drive (j) Lone Tree, CO 1,297 7,348 256 3250 Quentin (j) Aurora, CO 1,220 6,911 78 11585 E. 53rd Ave. (j) Denver, CO 1,770 10,030 54 10500 East 54th Ave. (k) Denver, CO 1,253 7,098 41 DES MOINES 4121 McDonald Avenue (u) Des Moines, IA 390 2,931 654 4141 McDonald Avenue (u) Des Moines, IA 706 5,518 (122) 4161 McDonald Avenue (u) Des Moines, IA 389 3,046 655 2250 Delaware Ave. (u) Des Moines, IA 291 1,609 194 DETROIT 2654 Elliott Troy, MI (c) 57 334 82 1731 Thorncroft Troy, MI (c) 331 1,904 25 1653 E. Maple Troy, MI (c) 192 1,104 102 47461 Clipper Plymouth, MI (c) 122 723 111 47522 Galleon Plymouth, MI (c) 85 496 11 238 Executive Drive Troy, MI 52 173 479 256 Executive Drive Troy, MI 44 146 442 301 Executive Drive Troy, MI 71 293 614 449 Executive Drive Troy, MI 125 425 959 501 Executive Drive Troy, MI 71 236 644 451 Robbins Drive Troy, MI 96 448 990 800 Stephenson Highway Troy, MI 558 2,341 2,203 1035 Crooks Road Troy, MI 114 414 543 1095 Crooks Road Troy, MI 331 1,017 1,018 1416 Meijer Drive Troy, MI 94 394 390 1624 Meijer Drive Troy, MI 236 1,406 995 1972 Meijer Drive Troy, MI 315 1,301 721 1621 Northwood Drive Troy, MI 85 351 1,039 1707 Northwood Drive Troy, MI 95 262 1,154 1788 Northwood Drive Troy, MI 50 196 461 1821 Northwood Drive Troy, MI 132 523 743 1826 Northwood Drive Troy, MI 55 208 394 1864 Northwood Drive Troy, MI 57 190 469 1921 Northwood Drive Troy, MI 135 589 1,345 2277 Elliott Avenue Troy, MI 48 188 515 2451 Elliott Avenue Troy, MI 78 319 839 2730 Research Drive Rochester Hills, MI 915 4,215 717 2791 Research Drive Rochester Hills, MI 557 2,731 288 2871 Research Drive Rochester Hills, MI 324 1,487 378 2911 Research Drive Rochester Hills, MI 505 2,136 397 3011 Research Drive Rochester Hills, MI 457 2,104 349 2870 Technology Drive Rochester Hills, MI 275 1,262 237 2900 Technology Drive Rochester Hills, MI 214 977 492 2920 Technology Drive Rochester Hills, MI 149 671 154 2930 Technology Drive Rochester Hills, MI 131 594 386 2950 Technology Drive Rochester Hills, MI 178 819 303 23014 Commerce Drive Farmington Hills, MI 39 203 193 23028 Commerce Drive Farmington Hills, MI 98 507 439 23035 Commerce Drive Farmington Hills, MI 71 355 215 23042 Commerce Drive Farmintgon Hills, MI 67 277 331 23065 Commerce Drive Farmington Hills, MI 71 408 214 23070 Commerce Drive Farmington Hills, MI 112 442 668 23079 Commerce Drive Farmington Hills, MI 68 301 221 23093 Commerce Drive Farmington Hills, MI 211 1,024 787 23135 Commerce Drive Farmington Hills, MI 146 701 283 23163 Commerce Drive Farmington Hills, MI 111 513 318 23177 Commerce Drive Farmington Hills, MI 175 1,007 747 23206 Commerce Drive Farmington Hills, MI 125 531 625 23290 Commerce Drive Farmington Hills, MI 124 707 640 23370 Commerce Drive Farmington Hills, MI 59 233 164 21477 Bridge Street Southfield, MI 244 1,386 297 1451 Lincoln Avenue Madison, MI 299 1,703 440 4400 Purks Drive Auburn Hills, MI 602 3,410 2,687 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 14401-14492 East 33rd Place 440 2,699 3,139 307 1979 (q) 11701 East 53rd Avenue 422 2,411 2,833 257 1985 (q) 5401 Oswego Street 278 1,667 1,945 201 1985 (q) 3811 Joliet 752 4,280 5,032 320 1977 (q) 2630 West 2nd Avenue 51 291 342 32 1970 (q) 2650 West 2nd Avenue 223 1,301 1,524 142 1970 (q) 14818 West 6th Avenue Bldg A 468 3,049 3,517 404 1985 (q) 14828 West 6th Avenue Bldg B 503 3,140 3,643 393 1985 (q) 12055 E. 49th Ave/4955 Peoria 305 1,986 2,291 240 1984 (q) 4940-4950 Paris 156 898 1,054 89 1984 (q) 4970 Paris 97 576 673 59 1984 (q) 5010 Paris 91 522 613 52 1984 (q) 7367 South Revere Parkway 934 5,274 6,208 544 1997 (q) 10311 W. Hampden Ave 578 3,184 3,762 231 1999 (q) 9197 6th Avenue 375 2,543 2,918 29 2000 (q) 8200 East Park Meadows Drive (j) 1,304 7,597 8,901 205 1984 (q) 3250 Quentin (j) 1,230 6,979 8,209 189 1984/2000 (q) 11585 E. 53rd Ave. (j) 1,780 10,074 11,854 61 1984 (q) 10500 East 54th Ave. (k) 1,260 7,132 8,392 44 1986 (q) DES MOINES 4121 McDonald Avenue (u) 402 3,573 3,975 502 1977 (q) 4141 McDonald Avenue (u) 649 5,453 6,102 961 1976 (q) 4161 McDonald Avenue (u) 443 3,647 4,090 660 1979 (q) 2250 Delaware Ave. (u) 277 1,817 2,094 103 1975 (q) DETROIT 2654 Elliott 57 416 473 116 1986 (q) 1731 Thorncroft 331 1,929 2,260 360 1969 (q) 1653 E. Maple 192 1,206 1,398 295 1990 (q) 47461 Clipper 122 834 956 236 1992 (q) 47522 Galleon 85 507 592 93 1990 (q) 238 Executive Drive 100 604 704 376 1973 (q) 256 Executive Drive 85 547 632 313 1974 (q) 301 Executive Drive 133 845 978 503 1974 (q) 449 Executive Drive 218 1,291 1,509 728 1975 (q) 501 Executive Drive 129 822 951 348 1984 (q) 451 Robbins Drive 192 1,342 1,534 772 1975 (q) 800 Stephenson Highway 654 4,448 5,102 2,497 1979 (q) 1035 Crooks Road 143 928 1,071 498 1980 (q) 1095 Crooks Road 360 2,006 2,366 912 1986 (q) 1416 Meijer Drive 121 757 878 393 1980 (q) 1624 Meijer Drive 373 2,264 2,637 1,051 1984 (q) 1972 Meijer Drive 372 1,965 2,337 891 1985 (q) 1621 Northwood Drive 215 1,260 1,475 828 1977 (q) 1707 Northwood Drive 239 1,272 1,511 632 1983 (q) 1788 Northwood Drive 103 604 707 383 1977 (q) 1821 Northwood Drive 220 1,178 1,398 723 1977 (q) 1826 Northwood Drive 103 554 657 338 1977 (q) 1864 Northwood Drive 107 609 716 370 1977 (q) 1921 Northwood Drive 291 1,778 2,069 1,039 1977 (q) 2277 Elliott Avenue 104 647 751 353 1975 (q) 2451 Elliott Avenue 164 1,072 1,236 671 1974 (q) 2730 Research Drive 903 4,944 5,847 2,178 1988 (q) 2791 Research Drive 560 3,016 3,576 1,258 1991 (q) 2871 Research Drive 327 1,862 2,189 732 1991 (q) 2911 Research Drive 504 2,534 3,038 1,067 1992 (q) 3011 Research Drive 457 2,453 2,910 1,084 1988 (q) 2870 Technology Drive 279 1,495 1,774 660 1988 (q) 2900 Technology Drive 219 1,464 1,683 687 1992 (q) 2920 Technology Drive 153 821 974 331 1992 (q) 2930 Technology Drive 138 973 1,111 393 1991 (q) 2950 Technology Drive 185 1,115 1,300 488 1991 (q) 23014 Commerce Drive 56 379 435 171 1983 (q) 23028 Commerce Drive 125 919 1,044 495 1983 (q) 23035 Commerce Drive 93 548 641 252 1983 (q) 23042 Commerce Drive 89 586 675 307 1983 (q) 23065 Commerce Drive 93 600 693 269 1983 (q) 23070 Commerce Drive 125 1,097 1,222 530 1983 (q) 23079 Commerce Drive 79 511 590 241 1983 (q) 23093 Commerce Drive 295 1,727 2,022 825 1983 (q) 23135 Commerce Drive 158 972 1,130 431 1986 (q) 23163 Commerce Drive 138 804 942 348 1986 (q) 23177 Commerce Drive 254 1,675 1,929 768 1986 (q) 23206 Commerce Drive 137 1,144 1,281 621 1985 (q) 23290 Commerce Drive 210 1,261 1,471 654 1980 (q) 23370 Commerce Drive 66 390 456 212 1980 (q) 21477 Bridge Street 253 1,674 1,927 333 1986 (q) 1451 Lincoln Avenue 306 2,136 2,442 484 1967 (q) 4400 Purks Drive 612 6,087 6,699 808 1987 (q) S-6
COSTS CAPITALIZED SUBSEQUENT TO (B) ACQUISITION OR INITIAL COST COMPLETION LOCATION (A) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 4177A Varsity Drive Ann Arbor, MI 90 536 94 6515 Cobb Drive Sterling Heights, MI 305 1,753 194 32450 N Avis Drive Madison Heights, MI 281 1,590 547 32200 N Avis Drive Madison Heights, MI 408 2,311 156 11866 Hubbard Livonia, MI 189 1,073 29 12050-12300 Hubbard (j) Livonia, MI 425 2,410 525 38220 Plymouth Road Livonia, MI 756 - 5,386 38300 Plymouth Road Livonia, MI 729 - 4,803 12707 Eckles Road Plymouth Township, MI 255 1,445 110 9300-9328 Harrison Rd Romulus, MI 147 834 166 9330-9358 Harrison Rd Romulus, MI 81 456 243 28420-28448 Highland Rd Romulus, MI 143 809 196 28450-28478 Highland Rd Romulus, MI 81 461 320 28421-28449 Highland Rd Romulus, MI 109 617 287 28451-28479 Highland Rd Romulus, MI 107 608 165 28825-28909 Highland Rd Romulus, MI 70 395 153 28933-29017 Highland Rd Romulus, MI 112 634 210 28824-28908 Highland Rd Romulus, MI 134 760 399 28932-29016 Highland Rd Romulus, MI 123 694 229 9710-9734 Harrison Rd Romulus, MI 125 706 142 9740-9772 Harrison Rd Romulus, MI 132 749 197 9840-9868 Harrison Rd Romulus, MI 144 815 160 9800-9824 Harrison Rd Romulus, MI 117 664 191 29265-29285 Airport Dr Romulus, MI 140 794 301 29185-29225 Airport Dr Romulus, MI 140 792 324 29149-29165 Airport Dr Romulus, MI 216 1,225 342 29101-29115 Airport Dr Romulus, MI 130 738 265 29031-29045 Airport Dr Romulus, MI 124 704 162 29050-29062 Airport Dr Romulus, MI 127 718 186 29120-29134 Airport Dr Romulus, MI 161 912 410 29200-29214 Airport Dr Romulus, MI 170 963 342 9301-9339 Middlebelt Rd Romulus, MI 124 703 155 26980 Trolley Industrial Drive Taylor, MI 450 2,550 797 12050-12200 Farmington Road Livonia, MI 201 1,115 224 33200 Capitol Avenue Livonia, MI 236 1,309 186 32975 Capitol Avenue Livonia, MI 135 748 93 2725 S. Industrial Highway Ann Arbor, MI 660 3,654 543 32920 Capitol Avenue Livonia, MI 76 422 86 11862 Brookfield Avenue Livonia, MI 85 471 127 11923 Brookfield Avenue Livonia, MI 120 665 459 11965 Brookfield Avenue Livonia, MI 120 665 77 34005 Schoolcraft Road Livonia, MI 107 592 86 13405 Stark Road Livonia, MI 46 254 34 1170 Chicago Road Troy, MI 249 1,380 143 1200 Chicago Road Troy, MI 268 1,483 141 450 Robbins Drive Troy, MI 166 920 92 1230 Chicago Road Troy, MI 271 1,498 142 12886 Westmore Avenue Livonia, MI 190 1,050 198 12898 Westmore Avenue Livonia, MI 190 1,050 188 33025 Industrial Road Livonia, MI 80 442 85 2002 Stephenson Highway Troy, MI 179 994 189 47711 Clipper Street Plymouth Twsp, MI 539 2,983 266 32975 Industrial Road Livonia, MI 160 887 115 32985 Industrial Road Livonia, MI 137 761 87 32995 Industrial Road Livonia, MI 160 887 90 12874 Westmore Avenue Livonia, MI 137 761 125 33067 Industrial Road Livonia, MI 160 887 112 1775 Bellingham Troy, MI 344 1,902 274 1785 East Maple Troy, MI 92 507 83 1807 East Maple Troy, MI 321 1,775 186 9800 Chicago Road Troy, MI 206 1,141 103 1840 Enterprise Drive Rochester Hills, MI 573 3,170 277 1885 Enterprise Drive Rochester Hills, MI 209 1,158 110 1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 823 5500 Enterprise Court Warren, MI 675 3,737 447 750 Chicago Road Troy, MI 323 1,790 273 800 Chicago Road Troy, MI 283 1,567 287 850 Chicago Road Troy, MI 183 1,016 168 2805 S. Industrial Highway Ann Arbor, MI 318 1,762 188 6833 Center Drive Sterling Heights, MI 467 2,583 206 22731 Newman Street Dearborn, MI 542 3,001 210 32201 North Avis Drive Madison Heights, MI 345 1,911 102 1100 East Mandoline Road Madison Heights, MI 888 4,915 964 30081 Stephenson Highway Madison Heights, MI 271 1,499 348 1120 John A. Papalas Drive (k) Lincoln Park, MI 586 3,241 599 4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 238 775 James L. Hart Parkway Ypsilanti, MI 348 1,536 871 22701 Trolley Industrial Taylor, MI 795 - 7,494 1400 Allen Drive Troy, MI 209 1,154 119 1408 Allen Drive Troy, MI 151 834 29 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 4177A Varsity Drive 90 630 720 162 1993 (q) 6515 Cobb Drive 305 1,947 2,252 345 1984 (q) 32450 N Avis Drive 286 2,132 2,418 388 1974 (q) 32200 N Avis Drive 411 2,464 2,875 394 1973 (q) 11866 Hubbard 191 1,100 1,291 163 1979 (q) 12050-12300 Hubbard (j) 428 2,932 3,360 617 1981 (q) 38220 Plymouth Road 706 5,436 6,142 515 1988 (q) 38300 Plymouth Road 835 4,697 5,532 449 1997 (q) 12707 Eckles Road 267 1,543 1,810 209 1990 (q) 9300-9328 Harrison Rd 154 993 1,147 131 1978 (q) 9330-9358 Harrison Rd 85 695 780 127 1978 (q) 28420-28448 Highland Rd 149 999 1,148 139 1979 (q) 28450-28478 Highland Rd 85 777 862 125 1979 (q) 28421-28449 Highland Rd 114 899 1,013 150 1980 (q) 28451-28479 Highland Rd 112 768 880 104 1980 (q) 28825-28909 Highland Rd 73 545 618 95 1981 (q) 28933-29017 Highland Rd 117 839 956 149 1982 (q) 28824-28908 Highland Rd 140 1,153 1,293 155 1982 (q) 28932-29016 Highland Rd 128 918 1,046 180 1982 (q) 9710-9734 Harrison Rd 130 843 973 143 1987 (q) 9740-9772 Harrison Rd 138 940 1,078 190 1987 (q) 9840-9868 Harrison Rd 151 968 1,119 141 1987 (q) 9800-9824 Harrison Rd 123 849 972 122 1987 (q) 29265-29285 Airport Dr 147 1,088 1,235 133 1983 (q) 29185-29225 Airport Dr 146 1,110 1,256 165 1983 (q) 29149-29165 Airport Dr 226 1,557 1,783 202 1984 (q) 29101-29115 Airport Dr 136 997 1,133 149 1985 (q) 29031-29045 Airport Dr 130 860 990 104 1985 (q) 29050-29062 Airport Dr 133 898 1,031 121 1986 (q) 29120-29134 Airport Dr 169 1,314 1,483 200 1986 (q) 29200-29214 Airport Dr 178 1,297 1,475 154 1985 (q) 9301-9339 Middlebelt Rd 130 852 982 110 1983 (q) 26980 Trolley Industrial Drive 463 3,334 3,797 308 1997 (q) 12050-12200 Farmington Road 215 1,325 1,540 130 1973 (q) 33200 Capitol Avenue 252 1,479 1,731 131 1977 (q) 32975 Capitol Avenue 144 832 976 80 1978 (q) 2725 S. Industrial Highway 704 4,153 4,857 498 1997 (q) 32920 Capitol Avenue 82 502 584 51 1973 (q) 11862 Brookfield Avenue 91 592 683 53 1972 (q) 11923 Brookfield Avenue 128 1,116 1,244 173 1973 (q) 11965 Brookfield Avenue 128 734 862 75 1973 (q) 34005 Schoolcraft Road 114 671 785 62 1981 (q) 13405 Stark Road 49 285 334 26 1980 (q) 1170 Chicago Road 266 1,506 1,772 135 1983 (q) 1200 Chicago Road 286 1,606 1,892 145 1984 (q) 450 Robbins Drive 178 1,000 1,178 92 1976 (q) 1230 Chicago Road 289 1,622 1,911 146 1996 (q) 12886 Westmore Avenue 202 1,236 1,438 112 1981 (q) 12898 Westmore Avenue 202 1,226 1,428 115 1981 (q) 33025 Industrial Road 85 522 607 45 1980 (q) 2002 Stephenson Highway 192 1,170 1,362 102 1986 (q) 47711 Clipper Street 575 3,213 3,788 290 1996 (q) 32975 Industrial Road 171 991 1,162 105 1984 (q) 32985 Industrial Road 147 838 985 75 1985 (q) 32995 Industrial Road 171 966 1,137 87 1983 (q) 12874 Westmore Avenue 147 876 1,023 76 1984 (q) 33067 Industrial Road 171 988 1,159 93 1984 (q) 1775 Bellingham 367 2,153 2,520 222 1987 (q) 1785 East Maple 98 584 682 52 1985 (q) 1807 East Maple 342 1,940 2,282 173 1984 (q) 9800 Chicago Road 220 1,230 1,450 111 1985 (q) 1840 Enterprise Drive 611 3,409 4,020 307 1990 (q) 1885 Enterprise Drive 223 1,254 1,477 113 1990 (q) 1935-55 Enterprise Drive 1,371 7,881 9,252 766 1990 (q) 5500 Enterprise Court 721 4,138 4,859 369 1989 (q) 750 Chicago Road 345 2,041 2,386 202 1986 (q) 800 Chicago Road 302 1,835 2,137 155 1985 (q) 850 Chicago Road 196 1,171 1,367 99 1984 (q) 2805 S. Industrial Highway 340 1,928 2,268 177 1990 (q) 6833 Center Drive 493 2,763 3,256 263 1998 (q) 22731 Newman Street 547 3,206 3,753 299 1985 (q) 32201 North Avis Drive 349 2,009 2,358 191 1974 (q) 1100 East Mandoline Road 897 5,870 6,767 524 1967 (q) 30081 Stephenson Highway 274 1,844 2,118 171 1967 (q) 1120 John A. Papalas Drive (k) 593 3,833 4,426 396 1985 (q) 4872 S. Lapeer Road 1,412 5,609 7,021 283 1999 (q) 775 James L. Hart Parkway 604 2,151 2,755 125 1999 (q) 22701 Trolley Industrial 849 7,440 8,289 212 1999 (q) 1400 Allen Drive 212 1,270 1,482 33 1979 (q) 1408 Allen Drive 153 861 1,014 23 1979 (q) S-7
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 1305 Stephenson Hwy Troy, MI 345 1,907 77 32505 Industrial Drive Madison Heights, MI 345 1,910 44 1799-1813 Northfield Drive (j) Rochester Hills, MI 481 2,665 70 GRAND RAPIDS 3232 Kraft Avenue Grand Rapids, MI (c) 810 4,792 1,512 8181 Logistics Drive Grand Rapids, MI (c) 803 5,263 735 5062 Kendrick Court SE Grand Rapids, MI (c) 142 815 14 2 84th Street SW (t) Grand Rapids, MI 117 685 240 100 84th Street SW (t) Grand Rapids, MI 255 1,477 (124) 511 76th Street SW (t) Grand Rapids, MI 758 4,355 (219) 553 76th Street SW (t) Grand Rapids, MI 32 191 164 555 76th Street SW (t) Grand Rapids, MI 776 4,458 (277) 2935 Walkent Court NW (t) Grand Rapids, MI 285 1,663 228 3300 Kraft Avenue SE Grand Rapids, MI 838 4,810 232 3366 Kraft Avenue SE Grand Rapids, MI 833 4,780 692 5001 Kendrick Court SE (t) Grand Rapids, MI 210 1,221 82 5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581 5015 52nd Street SE Grand Rapids, MI 234 1,321 65 5025 28th Street Grand Rapids, MI 77 488 28 5079 33rd Street SE (t) Grand Rapids, MI 525 3,018 (58) 5333 33rd Street SE (t) Grand Rapids, MI 480 2,761 (88) 5130 Patterson Avenue SE (t) Grand Rapids, MI 137 793 (27) 425 Gordon Industrial Court (t) Grand Rapids, MI 611 3,747 998 2851 Prairie Street (t) Grand Rapids, MI 377 2,778 10 2945 Walkent Court (t) Grand Rapids, MI 310 2,074 298 537 76th Street Grand Rapids, MI 255 1,456 163 3395 Kraft Avenue (t) Grand Rapids, MI 214 1,212 (26) 3427 Kraft Avenue (t) Grand Rapids, MI 157 892 (11) HOUSTON 2102-2314 Edwards Street Houston, TX 348 1,973 943 4545 Eastpark Drive Houston, TX 235 1,331 204 3351 Ranch St Houston, TX 272 1,541 233 3851 Yale St Houston, TX 413 2,343 300 3337-3347 Ranch Street Houston, TX 227 1,287 281 8505 N Loop East Houston, TX 439 2,489 134 4749-4799 Eastpark Dr Houston, TX 594 3,368 719 4851 Homestead Road Houston, TX 491 2,782 486 3365-3385 Ranch Street Houston, TX 284 1,611 153 5050 Campbell Road Houston, TX 461 2,610 265 4300 Pine Timbers Houston, TX 489 2,769 513 7901 Blankenship Houston, TX 136 772 316 2500-2530 Fairway Park Drive Houston, TX 766 4,342 533 6550 Longpointe Houston, TX 362 2,050 431 1815 Turning Basin Dr Houston, TX 487 2,761 472 1819 Turning Basin Dr Houston, TX 231 1,308 407 4545 Mossford Dr Houston, TX 237 1,342 73 1805 Turning Basin Drive Houston, TX 564 3,197 608 7000 Empire Drive Houston, TX (f) 450 2,552 867 9777 West Gulfbank Drive Houston, TX (f) 1,217 6,899 910 9835A Genard Road Houston, TX 1,505 8,333 1,725 9835B Genard Road Houston, TX 245 1,357 364 10161 Harwin Drive Houston, TX 505 2,861 221 10165 Harwin Drive Houston, TX 218 1,234 405 10175 Harwin Drive Houston, TX 267 1,515 336 100 Donwick Drive The Woodlands, TX 825 4,675 139 INDIANAPOLIS 2900 N Shadeland Avenue (u) Indianapolis, IN (d) 2,394 13,565 (259) 2400 North Shadeland Indianapolis, IN 142 802 65 2402 North Shadeland Indianapolis, IN 466 2,640 365 7901 West 21st Street Indianapolis, IN 1,063 6,027 62 1445 Brookville Way Indianapolis, IN (d) 459 2,603 394 1440 Brookville Way Indianapolis, IN (d) 665 3,770 350 1240 Brookville Way Indianapolis, IN (d) 247 1,402 249 1220 Brookville Way Indianapolis, IN (d) 223 40 52 1345 Brookville Way Indianapolis, IN (e) 586 3,321 541 1350 Brookville Way Indianapolis, IN (d) 205 1,161 135 1341 Sadlier Circle E Dr Indianapolis, IN (e) 131 743 154 1322-1438 Sadlier Circle E Dr Indianapolis, IN (e) 145 822 232 1327-1441 Sadlier Circle E Dr Indianapolis, IN (e) 218 1,234 304 1304 Sadlier Circle E Dr Indianapolis, IN (e) 71 405 106 1402 Sadlier Circle E Dr Indianapolis, IN (e) 165 934 210 1504 Sadlier Circle E Dr Indianapolis, IN (e) 219 1,238 128 1311 Sadlier Circle E Dr Indianapolis, IN (e) 54 304 108 1365 Sadlier Circle E Dr Indianapolis, IN (e) 121 688 229 1352-1354 Sadlier Circle E Dr Indianapolis, IN (e) 178 1,008 299 1335 Sadlier Circle E Dr Indianapolis, IN (e) 81 460 107 1327 Sadlier Circle E Dr Indianapolis, IN (e) 52 295 37 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 1305 Stephenson Hwy 350 1,979 2,329 53 1979 (q) 32505 Industrial Drive 351 1,948 2,299 53 1979 (q) 1799-1813 Northfield Drive (j) 490 2,726 3,216 74 1980 (q) GRAND RAPIDS 3232 Kraft Avenue 874 6,240 7,114 1,336 1988 (q) 8181 Logistics Drive 864 5,937 6,801 1,179 1990 (q) 5062 Kendrick Court SE 142 829 971 160 1987 (q) 2 84th Street SW (t) 107 935 1,042 225 1986 (q) 100 84th Street SW (t) 212 1,396 1,608 367 1979 (q) 511 76th Street SW (t) 671 4,223 4,894 977 1986 (q) 553 76th Street SW (t) 20 367 387 228 1985 (q) 555 76th Street SW (t) 720 4,237 4,957 879 1987 (q) 2935 Walkent Court NW (t) 264 1,912 2,176 435 1991 (q) 3300 Kraft Avenue SE 838 5,042 5,880 1,046 1987 (q) 3366 Kraft Avenue SE 833 5,472 6,305 1,451 1987 (q) 5001 Kendrick Court SE (t) 192 1,321 1,513 285 1983 (q) 5050 Kendrick Court SE 1,721 16,014 17,735 3,009 1988 (q) 5015 52nd Street SE 234 1,386 1,620 259 1987 (q) 5025 28th Street 77 516 593 135 1967 (q) 5079 33rd Street SE (t) 493 2,992 3,485 624 1990 (q) 5333 33rd Street SE (t) 447 2,706 3,153 629 1991 (q) 5130 Patterson Avenue SE (t) 126 777 903 161 1987 (q) 425 Gordon Industrial Court (t) 594 4,762 5,356 960 1990 (q) 2851 Prairie Street (t) 411 2,754 3,165 572 1989 (q) 2945 Walkent Court (t) 352 2,330 2,682 452 1993 (q) 537 76th Street 233 1,641 1,874 361 1987 (q) 3395 Kraft Avenue (t) 205 1,195 1,400 122 1985 (q) 3427 Kraft Avenue (t) 152 886 1,038 90 1985 (q) HOUSTON 2102-2314 Edwards Street 382 2,882 3,264 372 1961 (q) 4545 Eastpark Drive 240 1,530 1,770 151 1972 (q) 3351 Ranch St 278 1,768 2,046 173 1970 (q) 3851 Yale St 425 2,631 3,056 260 1971 (q) 3337-3347 Ranch Street 233 1,562 1,795 189 1970 (q) 8505 N Loop East 449 2,613 3,062 255 1981 (q) 4749-4799 Eastpark Dr 611 4,070 4,681 380 1979 (q) 4851 Homestead Road 504 3,255 3,759 356 1973 (q) 3365-3385 Ranch Street 290 1,758 2,048 194 1970 (q) 5050 Campbell Road 470 2,866 3,336 291 1970 (q) 4300 Pine Timbers 499 3,272 3,771 324 1980 (q) 7901 Blankenship 140 1,084 1,224 140 1972 (q) 2500-2530 Fairway Park Drive 792 4,849 5,641 544 1974 (q) 6550 Longpointe 370 2,473 2,843 271 1980 (q) 1815 Turning Basin Dr 531 3,189 3,720 316 1980 (q) 1819 Turning Basin Dr 251 1,695 1,946 155 1980 (q) 4545 Mossford Dr 245 1,407 1,652 143 1975 (q) 1805 Turning Basin Drive 616 3,753 4,369 376 1980 (q) 7000 Empire Drive 452 3,417 3,869 459 1980 (q) 9777 West Gulfbank Drive 1,216 7,810 9,026 962 1980 (q) 9835A Genard Road 1,581 9,982 11,563 478 1980 (q) 9835B Genard Road 256 1,710 1,966 89 1980 (q) 10161 Harwin Drive 511 3,076 3,587 146 1979/81 (q) 10165 Harwin Drive 220 1,637 1,857 98 1979/81 (q) 10175 Harwin Drive 270 1,848 2,118 145 1979/81 (q) 100 Donwick Drive 843 4,796 5,639 209 1982 (q) INDIANAPOLIS 2900 N Shadeland Avenue (u) 2,057 13,643 15,700 2,797 1957/1992 (q) 2400 North Shadeland 149 860 1,009 96 1970 (q) 2402 North Shadeland 489 2,982 3,471 351 1970 (q) 7901 West 21st Street 1,048 6,104 7,152 703 1985 (q) 1445 Brookville Way 476 2,980 3,456 490 1989 (q) 1440 Brookville Way 685 4,100 4,785 597 1990 (q) 1240 Brookville Way 258 1,640 1,898 300 1990 (q) 1220 Brookville Way 226 89 315 10 1990 (q) 1345 Brookville Way 601 3,847 4,448 601 1992 (q) 1350 Brookville Way 212 1,289 1,501 200 1994 (q) 1341 Sadlier Circle E Dr 136 892 1,028 142 1971/1992 (q) 1322-1438 Sadlier Circle E Dr 152 1,047 1,199 191 1971/1992 (q) 1327-1441 Sadlier Circle E Dr 225 1,531 1,756 246 1992 (q) 1304 Sadlier Circle E Dr 75 507 582 85 1971/1992 (q) 1402 Sadlier Circle E Dr 171 1,138 1,309 173 1970/1992 (q) 1504 Sadlier Circle E Dr 226 1,359 1,585 200 1971/1992 (q) 1311 Sadlier Circle E Dr 57 409 466 105 1971/1992 (q) 1365 Sadlier Circle E Dr 126 912 1,038 130 1971/1992 (q) 1352-1354 Sadlier Circle E Dr 184 1,301 1,485 210 1970/1992 (q) 1335 Sadlier Circle E Dr 85 563 648 76 1971/1992 (q) 1327 Sadlier Circle E Dr 55 329 384 47 1971/1992 (q) S-8
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 1425 Sadlier Circle E Dr Indianapolis, IN (e) 21 117 29 1230 Brookville Way Indianapolis, IN (d) 103 586 49 6951 E 30th St Indianapolis, IN 256 1,449 288 6701 E 30th St Indianapolis, IN 78 443 40 6737 E 30th St Indianapolis, IN 385 2,181 286 1225 Brookville Way Indianapolis, IN 60 - 409 6555 E 30th St Indianapolis, IN 840 4,760 1,069 2432-2436 Shadeland Indianapolis, IN 212 1,199 296 8402-8440 E 33rd St Indianapolis, IN 222 1,260 311 8520-8630 E 33rd St Indianapolis, IN 326 1,848 421 8710-8768 E 33rd St Indianapolis, IN 175 993 343 3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 314 3331 Raton Court Indianapolis, IN 138 802 81 4430 Airport Expressway Indianapolis, IN 1,068 6,789 1,778 6751 E 30th St Indianapolis, IN 728 2,837 146 9200 East 146th Street Noblesville, IN 215 1,221 1,217 9210 East 146th Street Noblesville, IN 466 684 58 6575 East 30th Street Indianapolis, IN 118 - 2,099 6585 East 30th Street Indianapolis, IN 196 - 3,332 6635 East 30th Street Indianapolis, IN 196 - 2,735 5902 Decatur Blvd Indianapolis, IN 2,517 - 17,132 9910 North by Northeast Blvd Fishers, IN 661 3,744 55 LONG ISLAND 10 Edison Street Amityville, NY 183 1,036 60 5 Sidney Court Lindenhurst, NY 120 681 76 160 Engineer Drive Hicksville, NY 84 479 83 260 Engineers Drive Hicksville, NY 264 1,494 390 87-119 Engineers Dr (j) Hicksville, NY 181 1,023 430 950-970 South Broadway Hicksville, NY 250 1,418 286 LOS ANGELES 5220 Fourth Street Irwindale, CA 270 1,529 49 15705 Arrow Highway Irwindale, CA 157 892 26 15709 Arrow Highway Irwindale, CA 225 1,275 24 6407-6419 Alondra Blvd. Paramount, CA 137 774 26 6423-6431 Alondra Blvd. Paramount, CA 115 650 29 15101-15141 S. Figueroa St. (j) Los Angeles, CA 1,163 6,588 253 20816-18 Higgins Court Torrance, CA 74 419 27 21136 South Wilmington Ave Carson, CA 1,234 6,994 83 1830 W. 208th Street Torrance, CA 102 578 25 20807-09 Higgins Court Torrance, CA 105 596 28 20801-03 Higgins Court Torrance, CA 106 599 27 20817-19 S. Western Ave. Torrance, CA 95 541 30 20904-06 Higgins Court Torrance, CA 95 541 27 20909-11 S. Western Ave. Torrance, CA 95 541 26 20915-17 S. Western Ave. Torrance, CA 95 541 25 20908-10 Higgins Court Torrance, CA 96 541 25 20914-16 Higgins Court Torrance, CA 80 452 38 LOUISVILLE 9001 Cane Run Road Louisville, KY 524 - 5,577 9101 Cane Road Louisville, KY 973 - 5,099 MILWAUKEE N25 W23050 Paul Road Pewaukee, WI 474 2,723 285 N25 W23255 Paul Road Waukesha County, WI 571 3,270 8 N27 W23293 Roundy Drive Waukesha County, WI 412 2,837 1 6523 N. Sydney Place Milwaukee, WI 172 976 160 8800 W Bradley Milwaukee, WI 375 2,125 136 4560 N. 124th Street Wauwatosa, WI 118 667 84 12221 W. Feerick Street Wauwatosa, WI 210 1,190 172 4410-80 North 132nd Street Butler, WI 355 - 4,023 MINNEAPOLIS 2700 Freeway Boulevard Brooklyn Center, MN (c) 392 2,318 620 6507-6545 Cecilia Circle Bloomington, MN 357 1,320 768 1275 Corporate Center Drive Eagan, MN 80 357 70 1279 Corporate Center Drive Eagan, MN 105 357 98 6201 West 111th Street Bloomington, MN 1,358 8,622 3,756 6403-6545 Cecilia Drive Bloomington, MN 366 1,363 713 6925-6943 Washington Avenue Edina, MN 117 504 886 6955-6973 Washington Avenue Edina, MN 117 486 525 7251-7279 Washington Avenue Edina, MN 129 382 460 7301-7329 Washington Avenue Edina, MN 174 391 529 7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,104 7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,565 9901 West 74th Street Eden Prairie, MN 621 3,289 2,945 11201 Hampshire Avenue South Bloomington, MN 495 1,035 859 12220-12222 Nicollet Avenue Burnsville, MN 105 425 289 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 1425 Sadlier Circle E Dr 23 144 167 21 1971/1992 (q) 1230 Brookville Way 109 629 738 93 1995 (q) 6951 E 30th St 265 1,728 1,993 305 1995 (q) 6701 E 30th St 82 479 561 70 1992 (q) 6737 E 30th St 398 2,454 2,852 382 1995 (q) 1225 Brookville Way 68 401 469 46 1997 (q) 6555 E 30th St 484 6,185 6,669 1,252 1969/1981 (q) 2432-2436 Shadeland 230 1,477 1,707 207 1968 (q) 8402-8440 E 33rd St 230 1,563 1,793 236 1977 (q) 8520-8630 E 33rd St 336 2,259 2,595 322 1976 (q) 8710-8768 E 33rd St 187 1,324 1,511 184 1979 (q) 3316-3346 N. Pagosa Court 335 2,146 2,481 335 1977 (q) 3331 Raton Court 138 883 1,021 115 1979 (q) 4430 Airport Expressway 1,237 8,398 9,635 1,259 1970 (q) 6751 E 30th St 741 2,970 3,711 318 1997 (q) 9200 East 146th Street 216 2,437 2,653 280 1961 (q) 9210 East 146th Street 315 893 1,208 58 1978 (q) 6575 East 30th Street 128 2,089 2,217 201 1998 (q) 6585 East 30th Street 196 3,332 3,528 428 1998 (q) 6635 East 30th Street - 2,931 2,931 81 1998 (q) 5902 Decatur Blvd 2,549 17,100 19,649 212 2000 (q) 9910 North by Northeast Blvd 669 3,791 4,460 63 1994 (q) LONG ISLAND 10 Edison Street 183 1,096 1,279 110 1971 (q) 5 Sidney Court 120 757 877 76 1962/1992 (q) 160 Engineer Drive 85 561 646 75 1966 (q) 260 Engineers Drive 274 1,874 2,148 171 1966 (q) 87-119 Engineers Dr (j) 233 1,401 1,634 116 1966 (q) 950-970 South Broadway 250 1,704 1,954 204 1966 (q) LOS ANGELES 5220 Fourth Street 274 1,574 1,848 52 2000 (q) 15705 Arrow Highway 160 915 1,075 31 1987 (q) 15709 Arrow Highway 228 1,296 1,524 40 1987 (q) 6407-6419 Alondra Blvd. 140 797 937 25 1985 (q) 6423-6431 Alondra Blvd. 118 676 794 22 1985 (q) 15101-15141 S. Figueroa St. (j) 1,175 6,829 8,004 154 1982 (q) 20816-18 Higgins Court 75 445 520 8 1981 (q) 21136 South Wilmington Ave 1,246 7,065 8,311 74 1989 (q) 1830 W. 208th Street 103 602 705 11 1981 (q) 20807-09 Higgins Court 107 622 729 11 1981 (q) 20801-03 Higgins Court 107 625 732 12 1981 (q) 20817-19 S. Western Ave. 97 569 666 11 1981 (q) 20904-06 Higgins Court 97 566 663 11 1981 (q) 20909-11 S. Western Ave. 97 565 662 10 1981 (q) 20915-17 S. Western Ave. 97 564 661 10 1981 (q) 20908-10 Higgins Court 97 565 662 10 1981 (q) 20914-16 Higgins Court 81 489 570 9 1981 (q) LOUISVILLE 9001 Cane Run Road 560 5,541 6,101 511 1998 (q) 9101 Cane Road - 6,072 6,072 52 2000 (q) MILWAUKEE N25 W23050 Paul Road 474 3,008 3,482 556 1989 (q) N25 W23255 Paul Road 571 3,278 3,849 614 1987 (q) N27 W23293 Roundy Drive 412 2,838 3,250 531 1989 (q) 6523 N. Sydney Place 176 1,132 1,308 176 1978 (q) 8800 W Bradley 388 2,248 2,636 312 1982 (q) 4560 N. 124th Street 129 740 869 85 1976 (q) 12221 W. Feerick Street 221 1,351 1,572 148 1971 (q) 4410-80 North 132nd Street 359 4,019 4,378 98 1999 (q) MINNEAPOLIS 2700 Freeway Boulevard 415 2,915 3,330 604 1981 (q) 6507-6545 Cecilia Circle 386 2,059 2,445 1,058 1981 (q) 1275 Corporate Center Drive 93 414 507 178 1990 (q) 1279 Corporate Center Drive 109 451 560 199 1990 (q) 6201 West 111th Street 1,499 12,237 13,736 3,811 1987 (q) 6403-6545 Cecilia Drive 395 2,047 2,442 1,076 1980 (q) 6925-6943 Washington Avenue 237 1,270 1,507 850 1972 (q) 6955-6973 Washington Avenue 207 921 1,128 736 1972 (q) 7251-7279 Washington Avenue 182 789 971 631 1972 (q) 7301-7329 Washington Avenue 193 901 1,094 922 1972 (q) 7101 Winnetka Avenue North 2,228 8,155 10,383 3,722 1990 (q) 7600 Golden Triangle Drive 615 2,910 3,525 1,512 1989 (q) 9901 West 74th Street 639 6,216 6,855 1,975 1983/88 (q) 11201 Hampshire Avenue South 502 1,887 2,389 967 1986 (q) 12220-12222 Nicollet Avenue 114 705 819 262 1989/90 (q) S-9
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 224 12224-12226 Nicollet Avenue Burnsville, MN 190 770 155 980 Lone Oak Road Minneapolis, MN 683 4,103 789 990 Lone Oak Road Minneapolis, MN 883 5,575 889 1030 Lone Oak Road Minneapolis, MN 456 2,703 118 1060 Lone Oak Road Minneapolis, MN 624 3,700 523 5400 Nathan Lane Minneapolis, MN 749 4,461 318 6464 Sycamore Court Minneapolis, MN 457 2,730 118 10120 W 76th Street Eden Prairie, MN 315 1,804 1,259 7615 Golden Triangle Eden Prairie, MN 268 1,532 963 7625 Golden Triangle Eden Prairie, MN 415 2,375 698 2605 Fernbrook Lane North Plymouth, MN 443 2,533 419 12155 Nicollet Ave. Burnsville, MN 286 - 1,886 6655 Wedgewood Road Maple Grove, MN 1,466 8,342 3,052 900 Apollo Road Eagan, MN 1,029 5,855 1,105 7316 Aspen Lane North Brooklyn, MN 368 2,156 803 953 Westgate Drive Minneapolis, MN 193 1,178 72 73rd Avenue North Brooklyn Park, MN 504 2,856 135 1905 W Country Road C Roseville, MN 402 2,278 69 2720 Arthur Street Roseville, MN 824 4,671 78 10205 51st Avenue North Plymouth, MN 180 1,020 70 4100 Peavey Road Chaska, MN 399 2,261 635 11300 Hamshire Ave South Bloomington, MN 527 2,985 1,633 375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741 5205 Highway 169 Plymouth, MN 446 2,525 1,056 6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 762 7500-7546 Washington Square Eden Prairie, MN 229 1,300 76 7550-7558 Washington Square Eden Prairie, MN 153 867 42 5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 748 7125 Northland Terrace Brooklyn Park, MN 660 3,740 724 6900 Shady Oak Road Eden Prairie, MN 310 1,756 430 6477-6525 City West Parkway Eden Prairie, MN 810 4,590 224 1157 Valley Park Drive Shakopee, MN 760 - 6,067 500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 633 770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 461 800 Kasota Avenue SE Minneapolis, MN 524 2,971 618 2530-2570 Kasota Avenue St. Paul, MN 407 2,308 706 504 Malcolm Ave SE Minneapolis, MN 757 - 6,113 5555 12th Avenue East Shakopee, MN 1,157 - 3,388 NASHVILLE 1621 Heil Quaker Boulevard Nashville, TN (c) 413 2,383 682 417 Harding Industrial Drive Nashville, TN 763 4,965 1,083 3099 Barry Drive Portland, TN 418 2,368 57 3150 Barry Drive Portland, TN 941 5,333 289 5599 Highway 31 West Portland, TN 564 3,196 71 1650 Elm Hill Pike Nashville, TN 329 1,867 128 1102 Appleton Drive Nashville, TN 154 873 16 1920 Air Lane Drive Nashville, TN 250 1,411 81 1931 Air Lane Drive Nashville, TN 491 2,785 227 470 Metroplex Drive (j) Nashville, TN 619 3,507 1,223 1150 Antiock Pike Nashville, TN 661 3,748 59 4640 Cummings Park Nashville, TN 360 2,040 108 211 Nesbitt North Nashville, TN 399 2,261 32 211 Nesbitt South Nashville, TN 400 2,266 106 211 Nesbitt West Nashville, TN 217 1,232 20 556 Metroplex Drive Nashville, TN 227 1,285 28 NORTHERN NEW JERSEY 60 Ethel Road West Piscataway, NJ 252 1,426 321 70 Ethel Road West Piscataway, NJ 431 2,443 396 140 Hanover Avenue Hanover, NJ 457 2,588 368 601-629 Montrose Avenue South Plainfield, NJ 487 2,762 571 9 Princess Road Lawrenceville, NJ 221 1,254 108 11 Princess Road Lawrenceville, NJ 491 2,780 306 15 Princess Road Lawrenceville, NJ 234 1,328 287 17 Princess Road Lawrenceville, NJ 342 1,936 79 220 Hanover Avenue Hanover, NJ 1,361 7,715 601 244 Shefield Street Mountainside, NJ 201 1,141 294 30 Troy Road Hanover, NJ 128 727 112 15 Leslie Court Hanover, NJ 126 716 42 20 Leslie Court Hanover, NJ 84 474 32 25 Leslie Court Hanover, NJ 512 2,899 436 130 Algonquin Parkway Hanover, NJ 157 888 75 150 Algonquin Parkway Hanover, NJ 85 479 131 55 Locust Avenue Roseland, NJ 535 3,034 204 31 West Forest Street (j) Englewood, NJ 941 5,333 865 25 World's Fair Drive Franklin, NJ 285 1,616 88 14 World's Fair Drive Franklin, NJ 483 2,735 453 16 World's Fair Drive Franklin, NJ 174 988 191 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 12250-12268 Nicollet Avenue 296 1,242 1,538 537 1989/90 (q) 12224-12226 Nicollet Avenue 207 908 1,115 398 1989/90 (q) 980 Lone Oak Road 683 4,892 5,575 1,223 1992 (q) 990 Lone Oak Road 873 6,474 7,347 1,536 1989 (q) 1030 Lone Oak Road 456 2,821 3,277 567 1988 (q) 1060 Lone Oak Road 624 4,223 4,847 941 1988 (q) 5400 Nathan Lane 749 4,779 5,528 871 1990 (q) 6464 Sycamore Court 457 2,848 3,305 617 1990 (q) 10120 W 76th Street 315 3,063 3,378 405 1987 (q) 7615 Golden Triangle 268 2,495 2,763 609 1987 (q) 7625 Golden Triangle 415 3,073 3,488 576 1987 (q) 2605 Fernbrook Lane North 445 2,950 3,395 712 1987 (q) 12155 Nicollet Ave. 288 1,884 2,172 313 1995 (q) 6655 Wedgewood Road 1,466 11,394 12,860 1,505 1989 (q) 900 Apollo Road 1,030 6,959 7,989 1,100 1970 (q) 7316 Aspen Lane North 377 2,950 3,327 500 1978 (q) 953 Westgate Drive 193 1,250 1,443 245 1991 (q) 73rd Avenue North 512 2,983 3,495 423 1995 (q) 1905 W Country Road C 410 2,339 2,749 336 1993 (q) 2720 Arthur Street 832 4,741 5,573 681 1995 (q) 10205 51st Avenue North 187 1,083 1,270 164 1990 (q) 4100 Peavey Road 415 2,880 3,295 490 1988 (q) 11300 Hamshire Ave South 541 4,604 5,145 706 1983 (q) 375 Rivertown Drive 1,503 8,456 9,959 951 1996 (q) 5205 Highway 169 739 3,288 4,027 534 1960 (q) 6451-6595 Citywest Parkway 538 3,724 4,262 772 1984 (q) 7500-7546 Washington Square 235 1,370 1,605 176 1975 (q) 7550-7558 Washington Square 157 905 1,062 117 1973 (q) 5240-5300 Valley Industrial Blvd S 371 2,788 3,159 387 1975 (q) 7125 Northland Terrace 767 4,357 5,124 513 1996 (q) 6900 Shady Oak Road 340 2,156 2,496 236 1980 (q) 6477-6525 City West Parkway 819 4,805 5,624 543 1984 (q) 1157 Valley Park Drive 888 5,939 6,827 335 1997 (q) 500-530 Kasota Avenue SE 432 2,970 3,402 270 1976 (q) 770-786 Kasota Avenue SE 347 2,335 2,682 206 1976 (q) 800 Kasota Avenue SE 597 3,516 4,113 349 1976 (q) 2530-2570 Kasota Avenue 465 2,956 3,421 390 1976 (q) 504 Malcolm Ave SE 936 5,934 6,870 170 1976 (q) 5555 12th Avenue East 588 3,957 4,545 166 2000 (q) NASHVILLE 1621 Heil Quaker Boulevard 430 3,048 3,478 568 1975 (q) 417 Harding Industrial Drive 763 6,048 6,811 1,673 1972 (q) 3099 Barry Drive 421 2,422 2,843 319 1995 (q) 3150 Barry Drive 980 5,583 6,563 736 1993 (q) 5599 Highway 31 West 571 3,260 3,831 427 1995 (q) 1650 Elm Hill Pike 332 1,992 2,324 236 1984 (q) 1102 Appleton Drive 154 889 1,043 100 1984 (q) 1920 Air Lane Drive 251 1,491 1,742 183 1985 (q) 1931 Air Lane Drive 496 3,007 3,503 392 1984 (q) 470 Metroplex Drive (j) 626 4,723 5,349 599 1986 (q) 1150 Antiock Pike 669 3,799 4,468 408 1987 (q) 4640 Cummings Park 365 2,143 2,508 136 1986 (q) 211 Nesbitt North 404 2,288 2,692 114 1983 (q) 211 Nesbitt South 405 2,367 2,772 151 1983 (q) 211 Nesbitt West 220 1,249 1,469 62 1985 (q) 556 Metroplex Drive 231 1,309 1,540 20 1983 (q) NORTHERN NEW JERSEY 60 Ethel Road West 264 1,735 1,999 203 1982 (q) 70 Ethel Road West 451 2,819 3,270 315 1979 (q) 140 Hanover Avenue 469 2,944 3,413 523 1964/1988 (q) 601-629 Montrose Avenue 512 3,308 3,820 397 1974 (q) 9 Princess Road 234 1,349 1,583 163 1985 (q) 11 Princess Road 516 3,061 3,577 381 1985 (q) 15 Princess Road 247 1,602 1,849 330 1986 (q) 17 Princess Road 345 2,012 2,357 256 1986 (q) 220 Hanover Avenue 1,420 8,257 9,677 948 1987 (q) 244 Shefield Street 210 1,426 1,636 199 1965/1986 (q) 30 Troy Road 134 833 967 104 1972 (q) 15 Leslie Court 132 752 884 84 1971 (q) 20 Leslie Court 88 502 590 56 1974 (q) 25 Leslie Court 526 3,321 3,847 362 1975 (q) 130 Algonquin Parkway 163 957 1,120 106 1973 (q) 150 Algonquin Parkway 89 606 695 62 1973 (q) 55 Locust Avenue 560 3,213 3,773 358 1980 (q) 31 West Forest Street (j) 975 6,164 7,139 777 1978 (q) 25 World's Fair Drive 297 1,692 1,989 190 1986 (q) 14 World's Fair Drive 503 3,168 3,671 405 1980 (q) 16 World's Fair Drive 183 1,170 1,353 122 1981 (q) S-10
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 18 World's Fair Drive Franklin, NJ 123 699 45 23 World's Fair Drive Franklin, NJ 134 758 111 12 World's Fair Drive Franklin, NJ 572 3,240 348 49 Napoleon Court Franklin, NJ 230 1,306 69 50 Napoleon Court Franklin, NJ 149 842 41 22 World's Fair Drive Franklin, NJ 364 2,064 290 26 World's Fair Drive Franklin, NJ 361 2,048 176 24 World's Fair Drive Franklin, NJ 347 1,968 281 12 Wright Way Oakland, NJ 410 2,321 110 155 Pierce Street Sumerset, NJ 3 - 3,171 20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,125 10 New Maple Road Pine Brook, NJ 2,250 12,750 166 60 Chapin Road Pine Brook, NJ 2,123 12,028 1,288 45 Route 46 Pine Brook, NJ 969 5,491 249 43 Route 46 Pine Brook, NJ 474 2,686 205 39 Route 46 Pine Brook, NJ 260 1,471 87 26 Chapin Road Pine Brook, NJ 956 5,415 126 30 Chapin Road Pine Brook, NJ 960 5,440 219 20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 953 30 Hook Mountain Road Pine Brook, NJ 389 2,206 298 55 Route 46 Pine Brook, NJ 396 2,244 83 16 Chapin Rod Pine Brook, NJ 885 5,015 125 20 Chapin Road Pine Brook, NJ 1,134 6,426 162 400 Raritan Center Parkway Edison, NJ 829 4,722 54 300 Columbus Circle Edison, NJ 1,257 7,122 83 PHILADELPHIA 212 Welsh Pool Road Exton, PA 160 886 140 230-240 Welsh Pool Road Exton, PA 154 851 150 264 Welsh Pool Road Exton, PA 147 811 135 254 Welsh Pool Road Exton, PA 152 842 418 256 Welsh Pool Road Exton, PA 82 452 273 213 Welsh Pool Road Exton, PA 149 827 258 251 Welsh Pool Road Exton, PA 144 796 113 253-255 Welsh Pool Road Exton, PA 113 626 110 151-161 Philips Road Exton, PA 191 1,059 225 210 Philips Road Exton, PA 182 1,005 226 215 Welsh Pool Road Exton, PA 67 372 182 217 Welsh Pool Road Exton, PA 64 357 62 216 Philips Road Exton, PA 199 1,100 268 202 Philips Road Exton, PA 174 966 196 110 Thousand Oaks Blvd Morgantown, PA 416 2,300 1,408 20 McDonald Blvd Aston, PA 184 1,016 54 30 McDonald Blvd Aston, PA 135 748 265 219 Welsh Pool Road Exton, PA 122 678 53 2994-96 Samuel Drive Bensalem, PA 952 5,396 223 964 Postal Road Lehigh, PA 215 1,216 62 966 Postal Road Lehigh, PA 268 1,517 77 999 Postal Road Lehigh, PA 439 2,486 167 7331 William Avenue Lehigh, PA 311 1,764 90 7346 Penn Drive Lehigh, PA 413 2,338 121 7350 William Ave. Lehigh, PA 552 3,128 251 7377 William Ave. Lehigh, PA 290 1,645 84 7072 Snow Drift Lehigh, PA 288 1,632 313 PHOENIX 4655 McDowell Phoenix, AZ 352 - 2,541 1045 South Edward Drive Tempe, AZ 390 2,160 47 PORTLAND 5687 International Way (l) Milwaukee, OR 430 2,385 219 5795 SW Jean Road (k) Lake Oswego, OR 427 2,362 320 12130 NE Ainsworth Circle (j) Portland, OR 523 2,898 285 5509 NW 122nd Ave (j) Milwaukee, OR (i) 244 1,351 57 6105-6113 NE 92nd Avenue (l) Portland, OR 884 4,891 677 8727 NE Marx Drive (k) Portland, OR 580 3,210 539 3388 SE 20th St. Portland, OR 73 405 42 5962-5964 NE 87th Ave Portland, OR 72 398 40 11620 NE Ainsworth Circle Portland, OR 152 839 32 11824 NE Ainsworth Circle Portland, OR 166 916 80 12124 NE Ainsworth Circle Portland, OR 207 1,148 50 2715 SE Raymond Portland, OR 159 880 50 1645 NE 72nd Ave Portland, OR 116 641 38 1630 SE 8th Ave. Portland, OR 140 775 27 2443 SE 4th Ave. Portland, OR 157 870 44 11632 NE Ainsworth Circle Portland, OR 799 4,422 939 14699 NE Airport Way Portland, OR 242 1,340 46 SALT LAKE 2255 South 300 West (o) Salt Lake City, UT 618 3,504 214 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 18 World's Fair Drive 129 738 867 83 1982 (q) 23 World's Fair Drive 140 863 1,003 104 1982 (q) 12 World's Fair Drive 593 3,567 4,160 389 1981 (q) 49 Napoleon Court 238 1,367 1,605 144 1982 (q) 50 Napoleon Court 154 878 1,032 90 1982 (q) 22 World's Fair Drive 375 2,343 2,718 310 1983 (q) 26 World's Fair Drive 377 2,208 2,585 261 1984 (q) 24 World's Fair Drive 362 2,234 2,596 261 1984 (q) 12 Wright Way 424 2,417 2,841 272 1981 (q) 155 Pierce Street 3 3,171 3,174 31 1999 (q) 20 World's Fair Drive Lot 13 9 2,125 2,134 130 1999 (q) 10 New Maple Road 2,272 12,894 15,166 403 1973/1999 (q) 60 Chapin Road 2,143 13,296 15,439 460 1977/2000 (q) 45 Route 46 978 5,731 6,709 195 1974/1987 (q) 43 Route 46 479 2,886 3,365 87 1974/1987 (q) 39 Route 46 262 1,556 1,818 47 1970 (q) 26 Chapin Road 965 5,532 6,497 172 1983 (q) 30 Chapin Road 969 5,650 6,619 189 1983 (q) 20 Hook Mountain Road 1,534 9,468 11,002 275 1972/1984 (q) 30 Hook Mountain Road 396 2,497 2,893 73 1972/1987 (q) 55 Route 46 403 2,320 2,723 76 1978/1994 (q) 16 Chapin Rod 901 5,124 6,025 160 1987 (q) 20 Chapin Road 1,154 6,568 7,722 204 1987 (q) 400 Raritan Center Parkway 837 4,768 5,605 10 1983 (q) 300 Columbus Circle 1,269 7,193 8,462 15 1983 (q) PHILADELPHIA 212 Welsh Pool Road 176 1,010 1,186 94 1975 (q) 230-240 Welsh Pool Road 170 985 1,155 99 1975 (q) 264 Welsh Pool Road 157 936 1,093 107 1975 (q) 254 Welsh Pool Road 184 1,228 1,412 165 1975 (q) 256 Welsh Pool Road 94 713 807 67 1975 (q) 213 Welsh Pool Road 173 1,061 1,234 123 1975 (q) 251 Welsh Pool Road 159 894 1,053 84 1975 (q) 253-255 Welsh Pool Road 125 724 849 81 1975 (q) 151-161 Philips Road 217 1,258 1,475 119 1975 (q) 210 Philips Road 198 1,215 1,413 169 1975 (q) 215 Welsh Pool Road 80 541 621 111 1975 (q) 217 Welsh Pool Road 71 412 483 38 1975 (q) 216 Philips Road 220 1,347 1,567 139 1985 (q) 202 Philips Road 207 1,129 1,336 104 1972 (q) 110 Thousand Oaks Blvd 464 3,660 4,124 460 1987 (q) 20 McDonald Blvd 192 1,062 1,254 88 1988 (q) 30 McDonald Blvd 160 988 1,148 101 1988 (q) 219 Welsh Pool Road 125 728 853 43 1980 (q) 2994-96 Samuel Drive 981 5,590 6,571 267 1974 (q) 964 Postal Road 224 1,269 1,493 24 1986 (q) 966 Postal Road 279 1,583 1,862 30 1987 (q) 999 Postal Road 458 2,634 3,092 49 1988 (q) 7331 William Avenue 325 1,840 2,165 34 1989 (q) 7346 Penn Drive 430 2,442 2,872 46 1988 (q) 7350 William Ave. 576 3,355 3,931 61 1989 (q) 7377 William Ave. 303 1,716 2,019 32 1989 (q) 7072 Snow Drift 300 1,933 2,233 34 1975 (q) PHOENIX 4655 McDowell 370 2,523 2,893 76 2000 (q) 1045 South Edward Drive 394 2,203 2,597 138 1976 (q) PORTLAND 5687 International Way (l) 439 2,595 3,034 252 1974 (q) 5795 SW Jean Road (k) 433 2,676 3,109 238 1985 (q) 12130 NE Ainsworth Circle (j) 531 3,175 3,706 286 1986 (q) 5509 NW 122nd Ave (j) 248 1,404 1,652 124 1995 (q) 6105-6113 NE 92nd Avenue (l) 954 5,498 6,452 451 1978 (q) 8727 NE Marx Drive (k) 602 3,727 4,329 334 1987 (q) 3388 SE 20th St. 76 444 520 42 1981 (q) 5962-5964 NE 87th Ave 75 435 510 36 1979 (q) 11620 NE Ainsworth Circle 155 868 1,023 74 1992 (q) 11824 NE Ainsworth Circle 169 993 1,162 87 1992 (q) 12124 NE Ainsworth Circle 212 1,193 1,405 101 1984 (q) 2715 SE Raymond 163 926 1,089 78 1971 (q) 1645 NE 72nd Ave 119 676 795 57 1972 (q) 1630 SE 8th Ave. 144 798 942 68 1968 (q) 2443 SE 4th Ave. 161 910 1,071 77 1964 (q) 11632 NE Ainsworth Circle 925 5,235 6,160 412 1990 (q) 14699 NE Airport Way 247 1,381 1,628 117 1998 (q) SALT LAKE 2255 South 300 West (o) 612 3,724 4,336 386 1980 (q) S-11
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 512 Lawndale Drive (p) Salt Lake City, UT 2,779 15,749 2,104 1270 West 2320 South West Valley, UT 138 784 129 1275 West 2240 South West Valley, UT 395 2,241 94 1288 West 2240 South West Valley, UT 119 672 71 2235 South 1300 West West Valley, UT 198 1,120 247 1293 West 2200 South West Valley, UT 158 896 141 1279 West 2200 South West Valley, UT 198 1,120 55 1272 West 2240 South West Valley, UT 336 1,905 318 1149 West 2240 South West Valley, UT 217 1,232 58 1142 West 2320 South West Valley, UT 217 1,232 242 1152 West 2240 South West Valley, UT 2,067 - 3,964 SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 105 2 Springdale Road Cherry Hill, NJ 127 701 87 4 Springdale Road (j) Cherry Hill, NJ 335 1,853 565 8 Springdale Road Cherry Hill, NJ 259 1,436 287 1 Esterbrook Lane Cherry Hill, NJ 43 238 23 16 Springdale Road Cherry Hill, NJ 241 1,336 111 5 Esterbrook Lane Cherry Hill, NJ 241 1,336 207 2 Pin Oak Lane Cherry Hill, NJ 317 1,757 248 6 Esterbrook Lane Cherry Hill, NJ 165 914 26 3 Computer Drive Cherry Hill, NJ 500 2,768 265 28 Springdale Road Cherry Hill, NJ 192 1,060 76 3 Esterbrook Lane Cherry Hill, NJ 199 1,102 355 4 Esterbrook Lane Cherry Hill, NJ 234 1,294 24 26 Springdale Road Cherry Hill, NJ 227 1,257 238 1 Keystone Ave. Cherry Hill, NJ 227 1,223 575 1919 Springdale Road Cherry Hill, NJ 232 1,286 53 21 Olnev Ave. Cherry Hill, NJ 69 380 58 19 Olnev Ave. Cherry Hill, NJ 202 1,119 963 2 Keystone Ave. Cherry Hill, NJ 216 1,194 336 18 Olnev Ave. Cherry Hill, NJ 250 1,382 67 22 Springdale Road Cherry Hill, NJ 526 2,914 973 55 Carnegie Drive Cherry Hill, NJ 550 3,047 133 57 Carnegie Drive Cherry Hill, NJ 739 4,109 220 111 Whittendale Drive Morristown, NJ 515 2,916 5 9 Whittendale Morristown, NJ 337 1,911 39 ST. LOUIS 8921-8957 Frost Avenue Hazelwood, MO (c) 431 2,479 33 9043-9083 Frost Avenue Hazelwood, MO (c) 319 1,838 647 2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,254 10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 545 10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 67 11652-11666 Fairgrove Industrial Blvd St. Louis, MO 103 599 141 11674-11688 Fairgrove Industrial Blvd St. Louis, MO 118 689 39 6951 N Hanley (j) Hazelwood, MO 405 2,295 1,717 4560 Anglum Road Hazelwood, MO 150 849 216 2760 South 1st Street St. Louis, MO 800 - 4,720 TAMPA 6614 Adamo Drive Tampa, FL 177 1,005 54 6204 Benjamin Road Tampa, FL 432 2,445 260 6206 Benjamin Road Tampa, FL 397 2,251 202 6302 Benjamin Road Tampa, FL 214 1,212 152 6304 Benjamin Road Tampa, FL 201 1,138 163 6306 Benjamin Road Tampa, FL 257 1,457 382 6308 Benjamin Road Tampa, FL 345 1,958 197 5313 Johns Road Tampa, FL 204 1,159 94 5602 Thompson Center Court Tampa, FL 115 652 117 5411 Johns Road Tampa, FL 230 1,304 175 5525 Johns Road Tampa, FL 192 1,086 66 5607 Johns Road Tampa, FL 102 579 61 5709 Johns Road Tampa, FL 192 1,086 135 5711 Johns Road Tampa, FL 243 1,376 172 5453 W Waters Avenue Tampa, FL 71 402 81 5455 W Waters Avenue Tampa, FL 307 1,742 175 5553 W Waters Avenue Tampa, FL 307 1,742 193 5501 W Waters Avenue Tampa, FL 154 871 77 5503 W Waters Avenue Tampa, FL 71 402 48 5555 W Waters Avenue Tampa, FL 213 1,206 75 5557 W Waters Avenue Tampa, FL 59 335 32 5463 W. Waters Ave Tampa, FL (h) 497 2,751 452 5903 Johns Road Tampa, FL 88 497 69 4107 N Himes Avenue Tampa, FL 568 3,220 287 5461 W. Waters Ave Tampa, FL 261 1,157 5471 W. Waters Tampa, FL 572 798 88 5505 Johns Road #7 Tampa, FL 228 - 1,379 8110 Anderson Road Tampa, FL 644 - 3,673 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 512 Lawndale Drive (p) 2,774 17,858 20,632 2,016 1981 (q) 1270 West 2320 South 143 908 1,051 94 1986 (q) 1275 West 2240 South 408 2,322 2,730 230 1986 (q) 1288 West 2240 South 123 739 862 79 1986 (q) 2235 South 1300 West 204 1,361 1,565 143 1986 (q) 1293 West 2200 South 163 1,032 1,195 113 1986 (q) 1279 West 2200 South 204 1,169 1,373 117 1986 (q) 1272 West 2240 South 347 2,212 2,559 221 1986 (q) 1149 West 2240 South 225 1,282 1,507 127 1986 (q) 1142 West 2320 South 225 1,466 1,691 174 1987 (q) 1152 West 2240 South 2,114 3,917 6,031 331 1999 (q) SOUTHERN NEW JERSEY 2-5 North Olnev Ave. 282 1,631 1,913 147 1963 (q) 2 Springdale Road 126 789 915 67 1968 (q) 4 Springdale Road (j) 332 2,421 2,753 223 1963 (q) 8 Springdale Road 258 1,724 1,982 148 1966 (q) 1 Esterbrook Lane 43 261 304 23 1965 (q) 16 Springdale Road 240 1,448 1,688 130 1967 (q) 5 Esterbrook Lane 240 1,544 1,784 132 1966 (q) 2 Pin Oak Lane 314 2,008 2,322 190 1968 (q) 6 Esterbrook Lane 164 941 1,105 88 1966 (q) 3 Computer Drive 492 3,041 3,533 284 1966 (q) 28 Springdale Road 190 1,138 1,328 102 1967 (q) 3 Esterbrook Lane 198 1,458 1,656 130 1968 (q) 4 Esterbrook Lane 232 1,320 1,552 124 1969 (q) 26 Springdale Road 226 1,496 1,722 124 1968 (q) 1 Keystone Ave. 218 1,807 2,025 145 1969 (q) 1919 Springdale Road 230 1,341 1,571 125 1970 (q) 21 Olnev Ave. 68 439 507 37 1969 (q) 19 Olnev Ave. 200 2,084 2,284 151 1971 (q) 2 Keystone Ave. 214 1,532 1,746 131 1966 (q) 18 Olnev Ave. 247 1,452 1,699 134 1974 (q) 22 Springdale Road 523 3,890 4,413 359 1977 (q) 55 Carnegie Drive 547 3,183 3,730 293 1988 (q) 57 Carnegie Drive 733 4,335 5,068 345 1987 (q) 111 Whittendale Drive 514 2,922 3,436 148 1991/96 (q) 9 Whittendale 343 1,944 2,287 28 2000 (q) ST. LOUIS 8921-8957 Frost Avenue 431 2,512 2,943 468 1971 (q) 9043-9083 Frost Avenue 319 2,485 2,804 523 1970 (q) 2121 Chapin Industrial Drive 614 5,630 6,244 5,602 1969/87 (q) 10431-10449 Midwest Industrial Blvd 237 1,905 2,142 323 1967 (q) 10751 Midwest Industrial Boulevard 194 1,185 1,379 226 1965 (q) 11652-11666 Fairgrove Industrial Blvd 103 740 843 149 1966 (q) 11674-11688 Fairgrove Industrial Blvd 119 727 846 148 1967 (q) 6951 N Hanley (j) 419 3,998 4,417 850 1965 (q) 4560 Anglum Road 161 1,054 1,215 194 1970 (q) 2760 South 1st Street 822 4,698 5,520 375 1997 (q) TAMPA 6614 Adamo Drive 181 1,055 1,236 112 1967 (q) 6204 Benjamin Road 454 2,683 3,137 290 1982 (q) 6206 Benjamin Road 416 2,434 2,850 257 1983 (q) 6302 Benjamin Road 224 1,354 1,578 160 1983 (q) 6304 Benjamin Road 209 1,293 1,502 176 1984 (q) 6306 Benjamin Road 269 1,827 2,096 233 1984 (q) 6308 Benjamin Road 362 2,138 2,500 226 1984 (q) 5313 Johns Road 213 1,244 1,457 126 1991 (q) 5602 Thompson Center Court 120 764 884 88 1972 (q) 5411 Johns Road 241 1,468 1,709 154 1997 (q) 5525 Johns Road 200 1,144 1,344 120 1993 (q) 5607 Johns Road 110 632 742 65 1991 (q) 5709 Johns Road 200 1,213 1,413 118 1990 (q) 5711 Johns Road 255 1,536 1,791 200 1990 (q) 5453 W Waters Avenue 82 472 554 49 1987 (q) 5455 W Waters Avenue 326 1,898 2,224 209 1987 (q) 5553 W Waters Avenue 326 1,916 2,242 207 1987 (q) 5501 W Waters Avenue 162 940 1,102 99 1990 (q) 5503 W Waters Avenue 75 446 521 47 1990 (q) 5555 W Waters Avenue 221 1,273 1,494 131 1990 (q) 5557 W Waters Avenue 62 364 426 38 1990 (q) 5463 W. Waters Ave 560 3,140 3,700 313 1996 (q) 5903 Johns Road 93 561 654 62 1987 (q) 4107 N Himes Avenue 590 3,485 4,075 371 1990 (q) 5461 W. Waters Ave 265 1,153 1,418 86 1998 (q) 5471 W. Waters 574 884 1,458 29 1999 (q) 5505 Johns Road #7 228 1,379 1,607 95 1999 (q) 8110 Anderson Road 684 3,633 4,317 76 1999 (q) S-12
COSTS CAPITALIZED SUBSEQUENT TO (a) ACQUISITION OR INITIAL COST COMPLETION LOCATION (b) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ---------------- ------------ ------------ ----- ----------- ------------- 8130 Anderson Road Tampa, FL 466 - 2,632 5481 W. Waters Avenue Tampa, FL 558 - 2,435 5483 W. Waters Avenue Tampa, FL 457 - 2,054 6702-6712 Benjamin Road (n) Tampa, FL 639 3,536 356 5905 Breckenridge Parkway Tampa, FL 189 1,070 35 5907 Breckenridge Parkway Tampa, FL 61 345 10 5909 Breckenridge Parkway Tampa, FL 173 980 16 5911 Breckenridge Parkway Tampa, FL 308 1,747 29 5910 Breckenridge Parkway Tampa, FL 436 2,472 34 5912 Breckenridge Parkway Tampa, FL 460 2,607 34 4515-4519 George Road Tampa, FL 633 3,587 75 6301 Benjamin Road Tampa, FL 292 1,657 43 5723 Benjamin Road Tampa, FL 406 2,301 29 6313 Benjamin Road Tampa, FL 229 1,296 26 5801 Benjamin Road Tampa, FL 564 3,197 46 5802 Benjamin Road Tampa, FL 686 3,889 200 5925 Benjamin Road Tampa, FL 328 1,859 26 OTHER 2800 Airport Road (m) Denton, TX 369 1,935 1,572 3501 Maple Street Abilene, TX 67 1,057 941 4200 West Harry Street (k) Wichita, KS 193 2,224 1,751 Industrial Park No. 2 West Lebanon, NH 723 5,208 175 6601 S. 33rd Street McAllen, TX 231 1,276 30 9601A Dessau Rd Austin, TX 255 - 1,801 9601B Dessau Rd Austin, TX 248 - 2,047 9601C Dessau Rd Austin, TX 248 - 2,693 REDEVELOPMENTS / DEVELOPABLE LAND 20,077 24,041 73,510 -------- ---------- -------- $352,006 $1,733,643 $507,753 ======== ========== ======== GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/01 ----------------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/01 RENOVATED LIVES (YEARS) - ---------------- ---- ------------- ----- ------------ ----------- ------------- 8130 Anderson Road 495 2,603 3,098 74 1999 (q) 5481 W. Waters Avenue 561 2,432 2,993 112 1999 (q) 5483 W. Waters Avenue 459 2,052 2,511 108 1999 (q) 6702-6712 Benjamin Road (n) 650 3,881 4,531 262 1982 (q) 5905 Breckenridge Parkway 191 1,103 1,294 30 1982 (q) 5907 Breckenridge Parkway 61 355 416 10 1982 (q) 5909 Breckenridge Parkway 174 995 1,169 27 1982 (q) 5911 Breckenridge Parkway 311 1,773 2,084 48 1982 (q) 5910 Breckenridge Parkway 440 2,502 2,942 68 1982 (q) 5912 Breckenridge Parkway 464 2,637 3,101 71 1982 (q) 4515-4519 George Road 640 3,655 4,295 54 1985 (q) 6301 Benjamin Road 295 1,697 1,992 21 1986 (q) 5723 Benjamin Road 409 2,327 2,736 29 1986 (q) 6313 Benjamin Road 231 1,320 1,551 16 1986 (q) 5801 Benjamin Road 569 3,238 3,807 40 1986 (q) 5802 Benjamin Road 692 4,083 4,775 49 1986 (q) 5925 Benjamin Road 331 1,882 2,213 24 1986 (q) OTHER 2800 Airport Road (m) 490 3,386 3,876 1,537 1965 (q) 3501 Maple Street 260 1,805 2,065 813 1980 (q) 4200 West Harry Street (k) 528 3,640 4,168 1,643 1972 (q) Industrial Park No. 2 776 5,330 6,106 2,405 1968 (q) 6601 S. 33rd Street 233 1,304 1,537 82 1975 (q) 9601A Dessau Rd 366 1,690 2,056 89 1999 (q) 9601B Dessau Rd 355 1,940 2,295 158 1999 (q) 9601C Dessau Rd 355 2,586 2,941 473 1999 (q) REDEVELOPMENTS / DEVELOPABLE LAND 87,567 30,061 117,628 3,425 (r) ---------- ------------ ----------- -------- $ 426,040 $ 2,167,362 $ 2,593,402 (s) $280,518 ========== ============ =========== ======== S-13
NOTES: (a) See description of encumbrances in Note 5 to Notes to Consolidated Financial statements. (b) Initial cost for each respective property is total acquisition costs associated with its purchase. (c) These properties collateralize the 1995 Mortgage Loan. (d) These properties collateralize the CIGNA Loan. (e) These properties collateralize the Assumed Loans. (f) These properties collateralize the Acquisition Mortgage Loan III. (g) These properties collateralize the Acquisition Mortgage Loan IV. (h) These properties collateralize the Acquisition Mortgage Loan V. (i) These properties collateralize the Acquisition Mortgage Loan VI. (j) Comprised of two properties. (k) Comprised of three properties. (l) Comprised of four properties. (m) Comprised of five properties. (n) Comprised of six properties. (o) Comprised of seven properties. (p) Comprised of 29 properties. (q) 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 (r) These properties represent developable land and redevelopments that have not been placed in service. (s) Excludes $154,175 of Construction in Progress and $1,258 of Furniture, Fixtures and Equipment. (t) During 2000, the Company recognized a valuation provision of $2,900 on these properties. (u) During 2001, the Company recognized a valuation provision of $9,500 on these properties. At December 31, 2001, the aggregate cost of land and buildings and equipment for federal income tax purpose was approximately $2.3 billion (excluding construction in progress.) S-14
FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED) AS OF DECEMBER 31, 2001 (DOLLARS IN THOUSANDS) The changes in total real estate assets for the three years ended December 31, 2001 are as follows: 2001 2000 1999 ----------- ----------- ----------- Balance, Beginning of Year ......................... $ 2,698,763 $ 2,597,592 $ 2,583,033 Acquisition, Construction Costs and Improvements ... 397,878 504,135 242,303 Disposition of Assets .............................. (338,306) (400,064) (227,744) Valuation Provision ................................ (9,500) (2,900) -- ----------- ----------- ----------- Balance, End of Year ............................... $ 2,748,835 $ 2,698,763 $ 2,597,592 =========== =========== =========== The changes in accumulated depreciation for the three years ended December 31, 2001 are as follows: 2001 2000 1999 --------- --------- --------- Balance, Beginning of Year .. $ 244,189 $ 211,456 $ 175,886 Depreciation for Year ....... 65,937 59,829 62,208 Disposition of Assets ....... (29,608) (27,096) (26,638) --------- --------- --------- Balance, End of Year ........ $ 280,518 $ 244,189 $ 211,456 ========= ========= ========= S-15
EXHIBIT 10.34 FIRST INDUSTRIAL REALTY TRUST, INC. 2001 STOCK INCENTIVE PLAN
TABLE OF CONTENTS SECTION 1. General Purpose of the Plan; Definitions.....................................................1 SECTION 2. Administration of Plan; Committee Authority to Select Participants and Determine Awards.............................................................................2 SECTION 3. Shares Issuable under the Plan; Mergers; Substitution........................................4 SECTION 4. Eligibility..................................................................................4 SECTION 5. Stock Options................................................................................5 SECTION 6. Restricted Stock Awards......................................................................8 SECTION 7. Performance Share Awards.....................................................................9 SECTION 8. Stock Appreciation Rights....................................................................9 SECTION 9. Dividend Equivalents........................................................................10 SECTION 10. Performance Awards..........................................................................10 SECTION 11. Tax Withholding.............................................................................11 SECTION 12. Transfer, Leave of Absence, Etc.............................................................12 SECTION 13. Amendments and Termination..................................................................12 SECTION 14. Status of Plan..............................................................................12 SECTION 15. Change of Control Provisions................................................................12 SECTION 16. General Provisions..........................................................................14 SECTION 17. Effective Date of Plan......................................................................14 SECTION 18. Governing Law...............................................................................15
FIRST INDUSTRIAL REALTY TRUST, INC. 2001 STOCK INCENTIVE PLAN SECTION 1. General Purpose of the Plan; Definitions. The name of the plan is the First Industrial Realty Trust, Inc. 2001 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable the officers, employees and Directors of First Industrial Realty Trust, Inc. (the "Company") and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company. The following terms shall be defined as set forth below: "Act" means the Securities Exchange Act of 1934, as amended. "Affiliate" means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity. "Award" or "Awards", except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Share Awards and Dividend Equivalents. "Board" means the Board of Directors of the Company. "Cause" means the participant's dismissal as a result of (i) any material breach by the participant of any agreement to which the participant and the Company or an Affiliate are parties, (ii) any act (other than retirement) or omission to act by the participant, including without limitation, the commission of any crime (other than ordinary traffic violations), which may have a material and adverse effect on the business of the Company or any Affiliate or on the participant's ability to perform services for the Company or any Affiliate, or (iii) any material misconduct or neglect of duties by the participant in connection with the business or affairs of the Company or any Affiliate. "Change of Control" is defined in Section 15. "Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. "Committee" means any Committee of the Board referred to in Section 2. "Director" means a member of the Board.
"Disability" means disability as set forth in Section 22(e)(3) of the Code. "Dividend Equivalent" means a right, granted under Section 9, to receive cash, Stock, or other property equal in value to dividends paid with respect to a specified number of shares of Stock or the excess of dividends paid over a specified rate of return. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. "Effective Date" means the date on which the Plan is approved by the stockholders of the Company as set forth in Section 17. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the related rules, regulations and interpretations. "Fair Market Value" on any given date means the last reported sale price at which Stock is traded on such date or, if no Stock is traded on such date, the most recent date on which Stock was traded, as reflected on the New York Stock Exchange or, if applicable, any other national stock exchange which is the principal trading market for the Stock. "Incentive Stock Option" means any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option. "Option" or "Stock Option" means any option to purchase shares of Stock granted pursuant to Section 5. "Parent" means a "parent corporation" as defined in Section 424(e) of the Code. "Performance Share Award" means Awards granted pursuant to Section 7. "Restricted Stock Award" means Awards granted pursuant to Section 6. "Stock" means the Common Stock, $.01 par value per share, of the Company, subject to adjustment pursuant to Section 3. "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations, beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. SECTION 2. Administration of Plan; Committee Authority to Select Participants and Determine Awards. (a) Committee. The Plan shall be administered by a committee of not less than two Directors, as appointed by the Board from time to time (the "Committee"). Unless otherwise 2
determined by the Board, each member of the Committee shall qualify as a "non-employee director" under Rule 16b-3 issued pursuant to the Act and an "outside director" under Section 162(m) of the Code. (b) Powers of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select the officers, employees and Directors of the Company and Affiliates to whom Awards may from time to time be granted; (ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares and Dividend Equivalents, or any combination of the foregoing, granted to any officer, employee or Director; (iii) to determine the number of shares to be covered by any Award granted to an officer, employee or Director; (iv) to determine the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award granted to an officer, employee or Director, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards; (v) to accelerate the exercisability or vesting of all or any portion of any Award granted to a participant; (vi) subject to the provisions of Section 5(ii), to extend the period in which Stock Options granted may be exercised; (vii) to determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an Award granted to a participant shall be deferred either automatically or at the election of the participant and whether and to what extent the Company shall pay or credit amounts equal to interest (at rates determined by the Committee) or dividends or deemed dividends on such deferrals; and (viii) to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments) granted to a participant; and to decide all disputes arising in connection with and make all determinations it deems advisable for the administration of the Plan. All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan participants. 3
SECTION 3. Shares Issuable under the Plan; Mergers; Substitution. (a) Shares Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,300,000. For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company. Subject to adjustment as provided in Section 3(b) below, (i) with respect to Stock Appreciation Rights, Performance Share Awards and Restricted Stock Awards, the maximum number of shares of Stock, in the aggregate, subject to such awards granted under the Plan shall be 345,000 shares, (ii) the maximum number of shares of Stock with respect to which Stock Options and Stock Appreciation Rights may be granted during a calendar year to any participant under the Plan shall be 500,000 shares and (iii) with respect to Performance Share Awards and Restricted Stock Awards, the maximum number of shares of Stock subject to such awards granted during a calendar year to any Participant under the Plan shall be 100,000 shares. (b) Stock Dividends, Mergers, etc. In the event of any recapitalization, reclassification, split-up or consolidation of shares of Stock, separation (including a spin-off), dividend on shares of Stock payable in capital stock, or other similar change in capitalization of the Company or a merger or consolidation of the Company or sale by the Company of all or a portion of its assets or other similar event, the Committee shall make such appropriate adjustments in the exercise prices of Awards, including Awards then outstanding, in the number and kind of securities, cash or other property which may be issued pursuant to Awards under the Plan, including Awards then outstanding, and in the number of shares of Stock with respect to which Awards may be granted (in the aggregate and to individual participants) as the Committee deems equitable with a view toward maintaining the proportionate interest of the participant and preserving the value of the Awards. (c) Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently become employees of the Company or an Affiliate as the result of a merger or consolidation of the employing corporation with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. SECTION 4. Eligibility. Participants in the Plan will be Directors and such full or part-time officers and other employees of the Company and its Affiliates who are responsible for or contribute to the management, growth or profitability of the Company and its Affiliates and who are selected from time to time by the Committee, in its sole discretion. Notwithstanding any provision of this Plan to the contrary, an Award may be granted to a person, in connection with his or her hiring as an employee, prior to the date the employee first performed services for the Company or an Affiliate, provided that any such Award shall not become exercisable or vested prior to the date the employee first performs such services as an employee. 4
SECTION 5. Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. To the extent that any option does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option. No Incentive Stock Option may be granted under the Plan after the tenth anniversary of the Effective Date. Incentive Stock Options may only be granted to employees of the Company, a Parent of the Company or a Subsidiary. The Committee in its discretion may grant Stock Options to Directors or to employees of the Company or any Affiliate. Stock Options granted to Directors and employees pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable: (i) Exercise Price. The per share exercise price of a Stock Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant. The per share exercise price of an Incentive Stock Option shall not be less than 100% of Fair Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary or Parent corporation and an Incentive Stock Option is granted to such employee, the option price shall be not less than 110% of Fair Market Value on the grant date. (ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than ten years after the date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary or Parent corporation and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five years from the date of grant. (iii) Exercisability; Rights of a Shareholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. (iv) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods: 5
(A) In cash, by certified or bank check or other instrument acceptable to the Committee or by wire transfer to an account designated by the Company; (B) In the form of shares of Stock that are not then subject to restrictions under any Company plan, if permitted by the Committee in its discretion. Such surrendered shares shall be valued at Fair Market Value on the exercise date; or (C) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing shares of Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock Option or applicable provisions of laws. (v) Non-transferability of Options. No Incentive Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, and all Incentive Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee. Non-Qualified Stock Options granted under this Plan may be assigned or otherwise transferred by the participant only in the following circumstances: (i) by will or the laws of descent and distribution; (ii) by the participant to members of his or her "immediate family," to a trust established for the exclusive benefit of solely one or more members of the participant's "immediate family" and/or the participant, or to a partnership, limited liability company or corporation pursuant to which the only partners, members or shareholders, as the case may be, are one or more members of the participant's "immediate family" and/or the participant; or (iii) pursuant to a certified domestic relations order. Any Non-Qualified Stock Option held by a transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to the transfer, except that the Option will be transferable by the transferee only by will or the laws of descent and distribution. For purposes hereof, "immediate family" means the participant's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws, and relationships arising because of legal adoption. (vi) Termination by Death. If any optionee's service with the Company and its Affiliates terminates by reason of death, the Stock Option may thereafter be exercised, to the extent exercisable at the date of death, by the legal representative or legatee of the optionee, for a period of six months (or such longer period as the Committee shall specify 6
at any time) from the date of death, or until the expiration of the stated term of the Option, if earlier. (vii) Termination by Reason of Disability. (A) Any Stock Option held by an optionee whose service with the Company and its Affiliates has terminated by reason of Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of twelve months (or such longer period as the Committee shall specify at any time) from the date of such termination of service, or until the expiration of the stated term of the Option, if earlier. (B) The Committee shall have sole authority and discretion to determine whether a participant's service has been terminated by reason of Disability. (C) Except as otherwise provided by the Committee at the time of grant or otherwise, the death of an optionee during a period provided in this Section 5(vii) for the exercise of a Non-Qualified Stock Option, shall extend such period for six months from the date of death, subject to termination on the expiration of the stated term of the Option, if earlier. (viii) Termination for Cause. If any optionee's service with the Company and its Affiliates has been terminated for Cause, any Stock Option held by such optionee shall immediately terminate and be of no further force and effect; provided, however, that the Committee may, in its sole discretion, provide that such Stock Option can be exercised for a period of up to 30 days from the date of termination of service or until the expiration of the stated term of the Option, if earlier. (ix) Other Termination. Unless otherwise determined by the Committee, if an optionee's service with the Company and its Affiliates terminates for any reason other than death, Disability, or for Cause, any Stock Option held by such optionee may thereafter be exercised, to the extent it was exercisable on the date of termination of service, for three months (or such longer period as the Committee shall specify at any time) from the date of termination of service or until the expiration of the stated term of the Option, if earlier. (x) Annual Limit on Incentive Stock Options. To the extent required for "incentive stock option" treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. 7
(xi) Form of Settlement. Shares of Stock issued upon exercise of a Stock Option shall be free of all restrictions under the Plan, except as otherwise provided in this Plan. SECTION 6. Restricted Stock Awards. (a) Nature of Restricted Stock Award. The Committee may grant Restricted Stock Awards to Directors and employees of the Company or any Affiliate. A Restricted Stock Award is an Award entitling the recipient to acquire, at no cost or for a purchase price determined by the Committee, shares of stock subject to such restrictions and conditions as the Committee may determine at the time of grant ("Restricted Stock"). Conditions may be based on continuing service and/or achievement of pre-established performance goals and objectives. In addition, a Restricted Stock Award may be granted to a Director or employee by the Committee in lieu of any compensation due to such Director or employee. (b) Acceptance of Award. A participant who is granted a Restricted Stock Award shall have no rights with respect to such Award unless the participant shall have accepted the Award within 60 days (or such shorter date as the Committee may specify) following the award date by making payment to the Company, if required, by certified or bank check or other instrument or form of payment acceptable to the Committee in an amount equal to the specified purchase price, if any, of the shares covered by the Award and by executing and delivering to the Company a written instrument that sets forth the terms and conditions of the Restricted Stock in such form as the Committee shall determine. (c) Rights as a Shareholder. Upon complying with Section 6(b) above, a participant shall have all the rights of a shareholder with respect to the Restricted Stock including voting and dividend rights, subject to transferability restrictions and Company repurchase or forfeiture rights described in this Section 6 and subject to such other conditions contained in the written instrument evidencing the Restricted Stock Award. Unless the Committee shall otherwise determine, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares are vested as provided in Section 6(e) below. (d) Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. (e) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company's right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed "vested." (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing the Restricted Stock Award may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock. 8
SECTION 7. Performance Share Awards. (a) Nature of Performance Shares. A Performance Share Award is an award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals. The Committee may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. Performance Share Awards may be granted under the Plan to Directors and employees of the Company or any Affiliate, including those who qualify for awards under other performance plans of the Company. The Committee in its sole discretion shall determine whether and to whom Performance Share Awards shall be made, the performance goals applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded Performance Shares; provided, however, that the Committee may rely on the performance goals and other standards applicable to other performance based plans of the Company in setting the standards for Performance Share Awards under the Plan. (b) Restrictions on Transfer. Performance Share Awards and all rights with respect to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered. (c) Rights as a Shareholder. A participant receiving a Performance Share Award shall have the rights of a shareholder only as to shares actually received by the participant under the Plan and not with respect to shares subject to the Award but not actually received by the participant. A participant shall be entitled to receive a stock certificate evidencing the acquisition of shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the written instrument evidencing the Performance Share Award (or in a performance plan adopted by the Committee). (d) Termination. Except as may otherwise be provided by the Committee at any time prior to termination of service, a participant's rights in all Performance Share Awards shall automatically terminate upon the participant's termination of service with the Company and its Affiliates for any reason (including, without limitation, death, Disability and for Cause). (e) Acceleration, Waiver, Etc. At any time prior to the participant's termination of service with the Company and its Affiliates, the Committee may in its sole discretion accelerate, waive or, subject to Section 13, amend any or all of the goals, restrictions or conditions imposed under any Performance Share Award; provided, however, that in no event shall any provision of the Plan be construed as granting to the Committee any discretion to increase the amount of compensation payable under any Performance Share Award intended to qualify as a Performance Award under Section 10 below to the extent such an increase would cause the amounts payable pursuant to the Performance Share Award to be nondeductible in whole or in part pursuant to Section 162(m) of the Code and the regulations thereunder, and the Committee shall have no such discretion notwithstanding any provision of the Plan to the contrary. SECTION 8. Stock Appreciation Rights. (a) Notice of Stock Appreciation Rights. A Stock Appreciation Right ("SAR") is a right entitling the participant to receive cash or Stock having a fair market value equal to the appreciation in the Fair Market Value of a stated number of shares from the date of grant, or in 9
the case of rights granted in tandem with or by reference to an Option granted prior to the grant of such rights, from the date of grant of the related Option to the date of exercise. SARs may be granted to Directors and employees of the Company or any Affiliate. (b) Terms of Awards. SARs may be granted in tandem with or with reference to a related Option, in which event the participant may elect to exercise either the Option or the SAR, but not both, as to the same share subject to the Option and the SAR, or the SAR may be granted independently. In the event of an Award with a related Option, the SAR shall be subject to the terms and conditions of the related Option. In the event of an independent Award, the SAR shall be subject to the terms and conditions determined by the Committee. (c) Restrictions on Transfer. SARs shall not be transferred, assigned or encumbered, except that SARs may be exercised by the executor, administrator or personal representative of the deceased participant within six months of the death of the participant (or such longer period as the Committee shall specify at any time) and transferred pursuant to a certified domestic relations order. (d) Payment Upon Exercise. Upon exercise of an SAR, the participant shall be paid the excess of the then Fair Market Value of the number of shares to which the SAR relates over the Fair Market Value of such number of shares at the date of grant of the SAR, or of the related Option, as the case may be. Such excess shall be paid in cash or in Stock having a Fair Market Value equal to such excess or in such combination thereof as the Committee shall determine. SECTION 9. Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Directors and employees of the Company or any Affiliate. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, or other investment vehicles as the Committee may specify, provided that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions of the underlying Awards to which they relate. SECTION 10. Performance Awards. If the Committee determines that a Performance Share Award or a Restricted Stock Award to be granted to a participant should qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the grant, vesting and/or settlement of such award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 10. (a) Performance Goals Generally. The performance goals for such awards ("Performance Awards") shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 10. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder (including Regulation 1.162-27 and successor regulations thereto). The Committee may determine that such Performance Awards shall be granted, vested and/or settled upon achievement of any one 10
performance goal or that two or more of the performance goals must be achieved as a condition to grant, vesting and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one participant or to different participants. (b) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings, including FFO; (2) revenues; (3) cash flow; (4) cash flow return on investment; (5) return on assets; (6) return on investment; (7) return on capital; (8) return on equity; (9) economic value added; (10) operating margin; (11) net income; (12) pretax earnings; (13) pretax earnings before interest, depreciation and amortization; (14) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; (15) operating earnings; (16) total stockholder return; and (17) any of the above goals as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor's 500 Stock Index. (c) Performance Period; Timing for Established Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for "performance-based compensation" under Section 162(m) of the Code. (d) Settlement of Performance Awards; Other Terms. Settlement of such Performance Awards shall be in cash, Stock or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a participant in respect of a Performance Award subject to this Section 10. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of a termination of employment of the participant prior to the end of a performance period or settlement of Performance Awards. (e) Written Determination. All determinations by the Committee as to the establishment of performance goals or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards under this Section 10 shall be made in writing in the case of any Award intended to qualify under Section 162(m) of the Code. SECTION 11. Tax Withholding. (a) Payment by Participant. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includible in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such 11
income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. (b) Payment in Shares. A participant may elect, subject to such rules and limitations as may be established by the Committee from time to time, to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due (based on the minimum statutory rates), or (ii) transferring to the Company shares of Stock owned by the participant with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due (based on the minimum statutory rates). SECTION 12. Transfer, Leave of Absence, Etc. For purposes of the Plan, the following events shall not be deemed a termination of service: (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; and (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee's right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing. SECTION 13. Amendments and Termination. The Board may at any time amend or discontinue the Plan and the Committee may at any time amend or cancel any outstanding Award, but no such action shall adversely affect rights under any outstanding Award without the holder's consent and, except as set forth in Section 3(b) above, no amendment to any outstanding Award shall reduce the exercise price of the Award. SECTION 14. Status of Plan. With respect to the portion of any Award which has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general unsecured creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provision of the foregoing sentence. SECTION 15. Change of Control Provisions. Upon the occurrence of a Change of Control as defined in this Section 15: 12
(a) Each Stock Option and each Stock Appreciation Right shall automatically become fully exercisable unless the Committee shall otherwise expressly provide at the time of grant. (b) Restrictions and conditions on Awards of Restricted Stock, Performance Shares and Dividend Equivalents shall automatically be deemed waived, and the recipients of such Awards shall become entitled to receipt of the maximum amount of Stock subject to such Awards unless the Committee shall otherwise expressly provide at the time of grant. (c) Unless otherwise expressly provided at the time of grant, participants who hold Options shall have the right, in lieu of exercising the Option, to elect to surrender all or part of such Option to the Company and to receive cash in an amount equal to the excess of (i) the higher of (x) the Fair Market Value of a share of Stock on the date such right is exercised and (y) the highest price paid for Stock or, in the case of securities convertible into Stock or carrying a right to acquire Stock, the highest effective price (based on the prices paid for such securities) at which such securities are convertible into Stock or at which Stock may be acquired, by any person or group whose acquisition of voting securities has resulted in a Change of Control of the Company over (ii) the exercise price per share under the Option, multiplied by the number of shares of Stock with respect to which such right is exercised. (d) "Change of Control" shall mean the occurrence of any one of the following events: (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40% or more of either (A) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities") or (B) the then outstanding shares of Common Stock of the Company (in either such case other than as a result of acquisition of securities directly from the Company); or (ii) persons who, as of the effective date of this Plan, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the effective date of this Plan whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall, for purposes of this Plan, be considered an Incumbent Director; or 13
(iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company or any Subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting stock of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of Common Stock beneficially owned by any person to 40% or more of the shares of Common Stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any person to 40% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction), then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause (i). SECTION 16. General Provisions. (a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal and stock exchange requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate. (b) Delivery of Stock Certificates. Delivery of stock certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant's last known address on file with the Company. (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. 14
SECTION 17. Effective Date of Plan. The Plan shall become effective upon approval by the stockholders of the Company. SECTION 18. Governing Law. THIS PLAN SHALL BE GOVERNED BY NEW YORK LAW WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF, EXCEPT TO THE EXTENT SUCH LAW IS PREEMPTED BY FEDERAL LAW. 15
EXHIBIT 12.1 FIRST INDUSTRIAL REALTY TRUST, INC. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (DOLLARS IN THOUSANDS) Year ended December 31, ------------------------------------------ 2001 2000 1999 ------------ ------------ ------------ Income from Operations Before Income Allocated to Minority Interest ................ $ 85,041 $104,963 $112,560 Plus: Interest Expense and Amortization of Deferred Financing Costs ...................... 84,389 85,675 81,231 -------- -------- -------- Earnings Before Income Allocated to Minority Interest and Fixed Charges .................... $169,430 $190,638 $193,791 ======== ======== ======== Fixed Charges and Preferred Stock Dividends.... $124,340 $123,722 $119,643 ======== ======== ======== Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (a) ................. 1.36x 1.54x 1.62x ======== ======== ======== (a) For purposes of computing the ratios of earnings to fixed charges and preferred stock dividends, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from operations before income allocated to minority interest. Fixed charges consist of interest costs, whether expensed or capitalized, and amortization of deferred financing charges.
EXHIBIT 21.1 FIRST INDUSTRIAL REALTY TRUST, INC. SUBSIDIARIES OF THE REGISTRANT STATE OF INCORPORATION NAME FORMATION REGISTERED NAMES IN FOREIGN JURISDICTIONS - --------------------- --------- ----------------------------------------- First Industrial, L.P. Delaware First Industrial (Alabama), Limited Partnership First Industrial (Michigan), Limited Partnership First Industrial (Minnesota), Limited Partnership First Industrial (Tennessee), L.P. First Industrial Limited Partnership First Industrial Finance Corporation Maryland N/A First Industrial Financing Partnership, L.P. Delaware First Industrial Financing Partnership, Limited Partnership First Industrial Financing Partnership (Alabama), Limited Partnership First Industrial Financing Partnership (Minnesota), Limited Partnership First IndustrialFinancing Partnership (Wisconsin), Limited Partnership First Industrial Enterprises of Michigan, Inc. Michigan N/A First Industrial Group of Michigan, Inc. Michigan N/A First Industrial of Michigan, Inc. Michigan N/A First Industrial Associates of Michigan, Inc. Michigan N/A First Industrial Construction Company of Michigan N/A Michigan, Inc. First Industrial Acquisitions, Inc. Maryland FIR Acquisitions, Inc. First Industrial Pennsylvania Corporation Maryland N/A First Industrial Pennsylvania, L.P. Delaware N/A First Industrial Harrisburg Corporation Maryland N/A First Industrial Harrisburg, L.P. Delaware N/A First Industrial Securities Corporation Maryland N/A First Industrial Securities, L.P. Delaware First Industrial Securities, Limited Partnership First Industrial Mortgage Corporation Maryland N/A First Industrial Mortgage Partnership, L.P. Delaware First Industrial MP, L.P. First Industrial Indianapolis Corporation Maryland N/A First Industrial Indianapolis, L.P. Delaware N/A FI Development Services Corporation Maryland N/A
FI Development Services, L.P. Delaware N/A FI Development Services Group, L.P. Delaware N/A FR Development Services, L.L.C. Delaware N/A First Industrial Development Services, Inc. Maryland N/A FR Brokerage Services, Inc. Maryland N/A FR Management Services, Inc. Maryland N/A First Industrial Florida Finance Corporation Maryland N/A TK-SV, Ltd. Florida N/A First Industrial Telecommunications, L.L.C. Delaware N/A
EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 33-95190, 333-03999, 333-21887, 333-57355, 333-64743, 333-53835, 333-38850, 333-57992 and 333-70638) and the Registration Statements on Form S-8 (File Nos. 33-95188, 333-36699, 333-45317 and 333-67824) of First Industrial Realty Trust, Inc. of our report dated February 4, 2002 relating to the consolidated financial statements, which appears in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 4, 2002 relating to the financial statement schedule, which appears in this Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois March 8, 2002