UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from________ to________. Commission File Number 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 8.625% 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]. The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant was approximately $1,206.6 million based on the closing price on the New York Stock Exchange for such stock on June 30, 2003. At March 5, 2004, 40,655,391 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
FIRST INDUSTRIAL REALTY TRUST, INC. TABLE OF CONTENTS PART I. PAGE ---- Item 1. Business............................................................................... 3 Item 2. The Properties......................................................................... 7 Item 3. Legal Proceedings...................................................................... 25 Item 4. Submission of Matters to a Vote of Security Holders.................................... 25 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 26 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............................. 49 Item 8. Financial Statements and Supplementary Data............................................ 49 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures.. 49 Item 9A. Controls and Procedures................................................................ 49 PART III. Item 10. Directors and Executive Officers of the Registrant..................................... 50 Item 11. Executive Compensation................................................................. 50 Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 50 Item 13. Certain Relationships and Related Transactions......................................... 50 Item 14. Principal Accountant Fees and Services................................................. 50 PART IV. Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K... 51 SIGNATURES.......................................................................................... 56 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 financing, interest rate levels, competition, supply and demand for industrial properties in the Company's current and proposed market areas, potential environmental liabilities, slippage in development or lease-up schedules, tenant credit risks, higher-than-expected costs and changes in 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, 2003, the Company's portfolio consisted of 423 light industrial properties, 163 R&D/flex properties, 123 bulk warehouse properties, 92 regional warehouse properties and 33 manufacturing properties containing approximately 57.9 million square feet of GLA located in 22 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. (the "Mortgage Partnership"), 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 Operating Partnership 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 5, 2004, the Company had 329 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. The Company maintains a website at www.firstindustrial.com. Copies of the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports are available without charge on the Company's website as soon as reasonably practicable after such reports are filed with or furnished to the SEC. In addition, the Company's Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by the Company, are all available without charge on the Company's website or upon request to the Company. Amendments to, or waivers from, the Company's Code of Business Conduct and Ethics that apply to the Company's executive officers or directors shall be posted to the Company's website at www.firstindustrial.com. Please direct requests as follows: First Industrial Realty Trust, Inc. 311 S. Wacker, Suite 4000 Chicago, IL 60606 Attention: Investor Relations 3
BUSINESS OBJECTIVES AND GROWTH PLANS The 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. 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 among many properties and by negotiating quantity purchasing discounts. - - Market Strategy. The Company's market strategy is to concentrate on the top industrial real estate markets in the United States. These top industrial real estate markets are based upon one or more of the following characteristics: (i) the strength of the market's industrial real estate fundamentals, including increased industrial demand expectations from supply chain management; (ii) the history and future outlook for continued economic growth and diversity; and (iii) a minimum market size of 100 million square feet of industrial space. - - Disposition Strategy. The Company continues to evaluate local market conditions and property-related factors in all of its markets and will consider disposition of select assets. - - Acquisition/Development Strategy. The Company's acquisition/development strategy is to concentrate on the top industrial real estate markets in the United States. Of the 834 industrial properties in the Company's portfolio at December 31, 2003, 143 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 a portion of net sales proceeds from property sales as well as borrowings under its $300 million unsecured line of credit to finance future acquisitions and developments. As of March 5, 2004, the Company had approximately $70.9 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, seeking to renew existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. The Company also has local and national marketing programs which focus on the business and real estate brokerage communities and national tenants. 4
RECENT DEVELOPMENTS In 2003, the Company acquired or completed development of 75 industrial properties and acquired several parcels of land for a total investment of approximately $295.3 million. The Company also sold 125 in-service industrial properties, five industrial properties that were out of service and several parcels of land for a gross sales price of approximately $394.4 million. At December 31, 2003, the Company owned 834 in-service industrial properties containing approximately 57.9 million square feet of GLA. On January 13, 2003, the Company, through the Mortgage Partnership, paid off and retired its $40.2 million mortgage loan which bore interest at 7.22%, provided for monthly principal and interest payments based on a 28-year amortization schedule and was to mature on January 11, 2026. On May 1, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $14.2 million which bears interest at a fixed rate of 8.25%, provides for monthly principal and interest payments based on a 30-year amortization schedule and matures on December 1, 2010. In conjunction with the assumption of the loan, the Company recorded a premium in the amount of $2.9 million which will be amortized over the remaining life of the loan as an adjustment to interest expense. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $4.3 million which bears interest at a fixed rate of 7.61%, provides for monthly principal and interest payments based on a 30-year amortization schedule and matures on May 1, 2012. In conjunction with the assumption of the loan, the Company recorded a premium in the amount of $.6 million which will be amortized over the remaining life of the loan as an adjustment to interest expense. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $2.3 million which bears interest at a fixed rate of 7.54%, provides for monthly principal and interest payments based on a 30-year amortization schedule and matures on January 1, 2012. In conjunction with the assumption of the loan, the Company recorded a premium in the amount of $.3 million which will be amortized over the remaining life of the loan as an adjustment to interest expense. In May 2003, the Company, through wholly-owned limited liability companies of which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "May 2003 Joint Venture") with an institutional investor to invest in industrial properties. As of December 31, 2003, the May 2003 Joint Venture did not own any industrial properties. During the year ended December 31, 2003, the Company repurchased 37,300 shares of its common stock at a weighted average price of approximately $26.73 per share. During the period January 1, 2004 through March 5, 2004, the Company acquired or completed development of nine industrial properties for a total estimated investment of approximately $48.1 million. The Company also sold one land parcel for approximately $.2 million of gross proceeds during this period. On February 25, 2004, the Company declared a first quarter 2004 distribution of $.6850 per common share/unit on its common stock/units which is payable on April 19, 2004. The Company also declared first quarter 2004 dividends of $53.906 per share ($.53906 per Depositary share), $49.688 per share ($.49688 per Depositary share) and $49.375 per share ($.49375 per Depositary share) on its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, totaling, in the aggregate, approximately $5.0 million, which is payable on March 31, 2004. 5
FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES The 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 the United States. The Company also sells properties based on market conditions and property related factors. 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. 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, 2003, the occupancy rates for industrial properties in the United States have ranged from 88.4%* to 93.4%*, with an occupancy rate of 88.4%* at December 31, 2003. *SOURCE: TORTO WHEATON RESEARCH 6
ITEM 2. THE PROPERTIES GENERAL At December 31, 2003, the Company owned 834 in-service industrial properties containing approximately 57.9 million square feet of GLA in 22 states, with a diverse base of more than 2,400 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The properties are generally located in business parks that have convenient access to interstate highways and/or rail and air transportation. The weighted average age of the properties as of December 31, 2003 was approximately 17 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, R&D/flex, bulk warehouse, 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. - 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. - 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. - Regional warehouses generally are of less than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5% - 15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. - Manufacturing properties are a diverse category of buildings that generally have a ceiling height of 10 - 18 feet, are comprised of 5% - 15% of office space, contain at least 50% of manufacturing space and have a land use ratio of 4:1. 7
Each of the properties is wholly owned by the Company. The following tables summarize certain information as of December 31, 2003 with respect to the Company's in-service properties. PROPERTY SUMMARY Light Industrial R&D Flex Bulk Warehouse ------------------------- ------------------------- ------------------------- Metropolitan Number of Number of Number of Area GLA Properties GLA Properties GLA Properties - ------------------------ ---------- ---------- ---------- ---------- ---------- ---------- Atlanta, GA 598,218 11 294,074 7 3,940,523 10 Baltimore, MD 887,723 15 78,418 1 228,589 2 Central Pennslyvania 383,070 4 - - 1,376,486 6 Chicago, IL 1,205,863 20 247,084 4 2,028,157 10 Cincinnati, OH 334,220 2 - - 1,348.880 6 Columbus, OH 217,612 2 - - 947.934 3 Dallas, TX 1,753,664 47 492,503 20 1,550,103 10 Dayton, OH 322,746 6 20,000 1 - - Denver, CO 1,646,582 33 1,413,452 35 538,906 4 Des Moines, IA - - - - - - Detroit. MI 2,371,056 89 426,112 15 658,643 6 Grand Rapids, MI 61,250 1 - - - - Houston, TX 592,911 8 221,363 4 2,130,764 13 Indianapolis, IN 767,980 17 48,200 4 2,898,628 12 Los Angeles, CA 206,894 10 18,921 4 1,092,597 5 Louisville, KY - - - - 433,500 2 M ilwaukee, WI 146,061 3 93,705 2 100,000 1 Minneapolis/St Paul, MN 1,079.760 17 661,214 10 1,216,332 5 Nashville, TN 301,865 6 - - 1,259,969 6 N. New Jersey 1,197,827 22 564,074 13 1,122,401 6 Philadelphia, PA 1,109,012 23 128,059 5 257,720 2 Phoenix, AZ 112,288 5 - - - - Salt Lake City, UT 582,182 39 146,937 6 324,568 2 San Diego, CA - - - - 397,760 2 S. New Jersey 922,918 20 59,750 4 - - St. Louis, MO 496,242 7 - - 829,519 6 Tampa, FL 500,052 13 767,161 28 - - Other (a) 99,000 3 - - 668.155 4 ---------- --- ---------- --- ---------- --- Total 17,896,996 423 5,681,027 163 25,350,134 123 ========== === ========== === ========== === Regional Warehouse Manufacturing ------------------------ ------------------------- Metropolitan Number of Number of Area GLA Properties GLA Properties - ----------------------- --------- ---------- --------- ---------- Atlanta, GA 383,935 5 298,000 2 Baltimore, MD - - 171,000 1 Central Pennslyvania 117,579 3 - - Chicago, IL 218,811 3 461,531 3 Cincinnati, OH - - - - Columbus, OH - - 255,470 1 Dallas, TX 795,077 12 224,984 2 Dayton, OH - - - - Denver, CO 445,159 7 - - Des Moines, IA 88,000 1 - - Detroit. MI 740,513 17 - - Grand Rapids, MI - - 413,500 1 Houston, TX 365,960 5 - - Indianapolis, IN 277,710 7 71,600 2 Los Angeles, CA 276,284 6 - - Louisville, KY - - - - M ilwaukee, WI 39,468 1 - - Minneapolis/St Paul, MN 540,846 5 1,074,266 11 Nashville, TN - - 109,058 1 N. New Jersey 58,585 1 - - Philadelphia, PA 355,514 5 56,827 2 Phoenix, AZ 308,573 4 - - Salt Lake City, UT - - - - San Diego, CA 179,541 5 - - S. New Jersey 209,300 3 22,738 1 St. Louis, MO - - - - Tampa, FL 41,377 1 - - Other (a) 50,000 1 346,103 6 --------- -- --------- == Total 5,492,232 92 3,505,077 33 ========= == ========= == (a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Austin, Texas; Wichita, Kansas and Sparks, Nevada. 8
PROPERTY SUMMARY TOTALS TOTALS ----------------------------------------------------- AVERAGE GLA AS A % NUMBER OF OCCUPANCY AT OF TOTAL METROPOLITAN AREA GLA PROPERTIES 12/31/03 PORTFOLIO - ------------------------ ---------- ---------- ------------ --------- Atlanta, GA 5,514,750 35 91% 9.5% Baltimore, MD 1,365,730 19 89% 2.4% Central Pennslyvania 1,877,135 13 69% 3.2% Chicago, IL 4,161,446 40 82% 7.2% Cincinnati, OH 1,683,100 8 90% 2.9% Columbus, OH 1,421,016 6 92% 2.5% Dallas, TX 4,816,331 91 96% 8.3% Dayton, OH 342,746 7 90% 0.6% Denver, CO 4,044,099 79 90% 7.0% Des Moines, IA 88,000 1 32% 0.2% Detroit, MI 4,196,324 127 92% 7.2% Grand Rapids, MI 474,750 2 100% 0.8% Houston, TX 3,310,998 30 85% 5.7% Indianapolis, IN 4,064,118 42 79% 7.0% Los Angeles, CA 1,594,696 25 97% 2.8% Louisville, KY 433,500 2 100% 0.7% Milwaukee, WI 379,234 7 90% 0.7% Minneapolis/St. Paul, MN 4,572,418 48 89% 7.9% Nashville, TN 1,670,892 13 84% 2.9% N. New Jersey 2,942,887 42 93% 5.1% Philadelphia, PA 1,907,132 37 92% 3.3% Phoenix, AZ 420,861 9 75% 0.7% Salt Lake City, UT 1,053,687 47 90% 1.8% San Diego, CA 577,301 7 90% 1.0% S. New Jersey 1,214,706 28 92% 2.1% St. Louis, MO 1,325,761 13 99% 2.3% Tampa, FL 1,308,590 42 83% 2.3% Other (a) 1,163,258 14 81% 2.0% ---------- --- -- ----- Total or Average 57,925,466 834 88% 100.0% ========== === == ===== (a)Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Austin, Texas; Wichita, Kansas and Sparks, Nevada. 9
PROPERTY ACQUISITION ACTIVITY During 2003, the Company acquired 64 in-service industrial properties totaling approximately 6.6 million square feet of GLA at a total purchase price of approximately $228.8 million, or approximately $34.54 per square foot. The Company also purchased several land parcels for an aggregate purchase price of approximately $1.6 million. The 64 industrial properties acquired have the following characteristics: AVERAGE NUMBER OCCUPANCY METROPOLITAN AREA OF PROPERTIES GLA PROPERTY TYPE AT 12/31/03 - -------------------------- ------------- --------- ---------------------------------------- ------------ Baltimore, MD (b) 1 527,600 Bulk Warehouse N/A San Diego, CA (e) 9 724,502 Regional Warehouse/Bulk Warehouse 90% Baltimore, MD 1 487,000 Bulk Warehouse 100% Baltimore, MD (a) 1 32,680 Regional Warehouse N/A Chicago, IL (b) 1 407,012 Bulk Warehouse N/A Atlanta, GA (b) 1 154,936 Bulk Warehouse N/A Houston, TX 1 191,537 Bulk Warehouse 100% Salt Lake City, UT 1 136,000 Bulk Warehouse 100% Phoenix, AZ (e) 10 434,234 Regional Warehouse/Light Industrial 93% Atlanta, GA 1 657,451 Bulk Warehouse 100% Indianapolis, IN (b) 1 320,000 Bulk Warehouse N/A St. Loius, MO 1 64,387 Light Industrial 94% Cincinnati, OH (a) 3 92,282 R&D/Flex N/A Cincinnati, OH (b) 2 100,000 Light Industrial N/A Dallas, TX (b) 1 101,839 Bulk Warehouse N/A Chicago, IL 1 137,678 Light Industrial 94% Indianapolis, IN (b) 1 95,080 Light Industrial N/A Indianapolis, IN (b) 1 69,600 Light Industrial N/A Phoenix, AZ (b) 2 71,960 Light Industrial N/A Indianapolis, IN (c) 2 343,200 Bulk Warehouse 100% Philadelphia, PA 1 97,448 Regional Warehouse 100% Salt Lake City, UT 1 188,568 Bulk Warehouse 100% Indianapolis, IN (b) 2 120,048 Light Industrial N/A S. New Jersey, NJ (d) 6 203,350 R&D/Flex/Light Industrial 100% Los Angeles, CA 1 116,000 Bulk Warehouse 100% Washington D.C. (f) 7 442,024 Light Industrial/Bulk Warehouse 100% Cincinnati, OH (b) 1 143,438 Bulk Warehouse N/A Houston, TX (c) 3 164,387 R&D/Flex/Light Industrial/Bulk Warehouse 100% -- --------- 64 6,624,241 ========= (a) Property was sold in 2003. (b) Property was placed out of service in 2003. (c) One property was placed out of service in 2003. (d) Two properties were placed out of service in 2003. (e) Three properties were placed out of service in 2003. (f) Four properties were placed out of service in 2003. 10
* PROPERTY DEVELOPMENT ACTIVITY During 2003, the Company placed in-service 11 developments totaling approximately 1.3 million square feet of GLA at a total cost of approximately $64.9 million, or approximately $48.42 per square foot. The developed properties have the following characteristics: AVERAGE OCCUPANCY METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/03 - ----------------------- --------- ------------------ ----------- Loiusville, KY 221,000 Bulk Warehouse 100% Northern New Jersey 62,400 Light Industrial 92% Greensboro, NC (a) 252,000 Bulk Warehouse N/A Dallas, TX (b) 318,924 Bulk Warehouse N/A Tampa, FL (a) 63,080 R&D/Flex N/A Denver, CO (b) 50,470 Light Industrial N/A Tampa, FL (a) 71,180 R&D/Flex N/A St. Louis, MO 173,800 Bulk Warehouse 100% Dallas, TX (a) 55,200 Regional Warehouse N/A Phoenix, AZ (a) 19,960 Light Industrial N/A Tampa, FL (b) 52,280 R&D/Flex N/A --------- 1,340,294 ========= (a) Property w as sold to one of the Company's industrial real estate joint ventures in 2003. (b) Property was sold in 2003. At December 31, 2003, the Company had 26 projects under development, with an estimated completion GLA of approximately 2.6 million square feet and an estimated completion cost of approximately $156.1 million. The Company estimates it will place in service 22 of the 26 projects in fiscal year 2004. There can be no assurance that the Company will place these projects in service in 2004 or that the actual completion cost will not exceed the estimated completion cost stated above. 11
PROPERTY SALES During 2003, the Company sold 125 in-service industrial properties and five out-of-service industrial properties totaling approximately 7.4 million square feet of GLA and several land parcels. Total gross sales proceeds approximated $394.4 million. The 125 in-service industrial properties and five out-of-service industrial properties sold have the following characteristics: NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE - ------------------------- ---------- ------- ------------------------- Minneapolis, MN 1 51,906 Light Industrial Minneapolis, MN 1 79,702 Manufacturing Minneapolis, MN 1 60,480 Manufacturing Sourthern New Jersey 1 23,037 Light Industrial Portland, OR 1 11,810 Light Industrial Chicago, IL 1 65,450 Light Industrial Northern New Jersey 1 23,430 Light Industrial Minneapolis, MN 1 19,675 Light Industrial Minneapolis, MN 1 19,792 Light Industrial Chicago, IL 1 50,400 Light Industrial Atlanta, GA 1 180,000 Bulk Warehouse Chicago, IL 1 80,180 Light Industrial Salt Lake City, UT 1 9,828 Light Industrial Minneapolis, MN (a) 1 128,872 Bulk Warehouse Los Angeles, CA 3 20,700 Light Industrial Northern New Jersey 2 104,820 Light Industrial Northern New Jersey 1 75,000 Light Industrial Northern New Jersey 2 110,000 Light Industrial Central Pennsylvania 1 70,000 Manufacturing St. Louis, MO 1 35,114 Light Industrial Chicago, IL 1 77,000 Light Industrial Sourthern New Jersey 1 142,750 Bulk Warehouse Portland, OR 1 20,812 Light Industrial Portland, OR 1 10,000 Light Industrial Detroit, MI 1 42,000 Light Industrial Northern New Jersey 1 43,400 Light Industrial Los Angeles, CA 1 7,800 Light Industrial Los Angeles, CA 1 8,086 Light Industrial Los Angeles, CA 1 7,300 Light Industrial Los Angeles, CA 1 8,048 Light Industrial Dallas, TX 1 49,330 Light Industrial Denver, CO 3 99,688 Light Industrial/R&D/Flex Chicago, IL 1 66,958 Light Industrial Baltimore, MD 1 150,500 Bulk Warehouse Dallas, TX 1 22,615 Light Industrial Greensboro, NC (a) 1 252,000 Bulk Warehouse Baltimore, MD (a) 1 32,680 Regional Warehouse Central Pennsylvania (a) 1 200,000 Bulk Warehouse Chicago, IL 1 92,527 Light Industrial Atlanta, GA 1 75,600 Regional Warehouse Northern New Jersey 1 20,158 Light Industrial Tampa, FL 1 112,000 Bulk Warehouse Dallas, TX 1 318,924 Bulk Warehouse Detroit, MI 1 41,380 Light Industrial Detroit, MI 1 40,000 Light Industrial Portland, OR 20 564,163 Light Industrial Dallas, TX 1 30,000 Light Industrial 12
NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE - ------------------------- ---------- --------- -------------------------------------------- Denver, CO 1 50,470 Light Industrial Tampa, FL 6 107,540 Light Industrial Denver, CO 1 43,987 R&D/Flex Denver, CO 6 229,086 Light Industrial/R&D/Flex/Regionai Warehouse Dallas, TX 1 58,989 Light Industrial Cincinnati, OH 3 92,422 R&D/Flex Nashville, TN 1 207,440 Bulk Warehouse Chicago, IL 1 309,600 Bulk Warehouse Los Angeles, CA 3 68,672 R&D/Flex Tampa, FL (a) 1 71,180 R&D/Flex Tampa, FL (a) 1 63,080 R&D/Flex Southern New Jersey 1 49,300 Light Industrial Chicago, IL 1 53,684 Light Industrial Detroit, MI 1 9,700 R&D/Flex Chicago, IL 1 30,000 Light Industrial Philadelphia, PA 1 14,041 Light Industrial Philadelphia, PA 1 11,293 Light Industrial Nashville, TN 3 339,050 Bulk Warehouse Los Angeles, CA 3 69,592 Light Industrial Chicago, IL 1 284,135 Bulk Warehouse Detroit, MI 1 26,100 Light Industrial Philadelphia, PA 2 50,900 Light Industrial Chicago, IL 1 56,400 Light Industrial San Diego, CA 1 111,644 Bulk Warehouse Chicago, IL 3 57,905 Light Industrial Portland, OR 1 29,040 Light Industrial Minneapolis, MN 1 143,066 Bulk Warehouse Chicago, IL 1 156,200 Bulk Warehouse Indianapolis, IN (a) 1 486,394 Bulk Warehouse Dallas, TX (a) 1 55,200 Regional Warehouse Detroit, MI (a) 1 42,930 Regional Warehouse Phoenix, AZ (a) 1 19,960 Light Industrial Southern New Jersey 1 181,000 Bulk Warehouse Southern New Jersey 1 8,610 Light Industrial Tampa, FL 1 52,280 R&D/Flex Denver, CO 2 48,000 R&D/Flex --- --------- 130 7,444,805 === ========= (a) Property was sold to one of the Company's industrial real estate joint ventures. PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END During the period January 1, 2004 through March 5, 2004, the Company acquired or completed development of nine industrial properties for a total estimated investment of approximately $48.1 million. The Company also sold one land parcel for approximately $.2 million of gross proceeds during this period. 13
DETAIL PROPERTY LISTING The following table lists all of the Company's in-service properties as of December 31, 2003, by geographic market area. PROPERTY LISTING LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ---------------------------- ----------------- ------------ ---------- ---------------- ------- --------- ------------ ATLANTA 4250 River Green Parkway Duluth, GA 1988 R&D/Flex 2.14 28,942 100% 3400 Corporate Parkway Duluth, GA 1987 Light Industrial 3.73 59,959 77% 3450 Corporate Parkway Duluth, GA 1988 R&D/Flex 2.38 37,346 44% 3500 Corporate Parkway Duluth, GA 1991 R&D/Flex 2.80 44,242 100% 3425 Corporate Parkway Duluth, GA 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 22% 1665 Dogwood Drive Conyers, GA 1973 Manufacturing 9.46 198,000 100% 1715 Dogwood Drive Conyers, GA 1973 Manufacturing 4.61 100,000 100% 11235 Harland Drive Covington, GA 1988 Light Industrial 5.39 32,361 100% 4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 0% 4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 151,935 100% 4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100% 3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 100% 370 Great Southwest Pkway(h) Atlanta, GA 1986 Light Industrial 8.06 150,536 95% 955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 100% 2039 Monier Blvd Lithia Springs,GA 1999 Bulk Warehouse 10.00 110,000 100% 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% 201 Greenwood McDonough, GA 1999 Bulk Warehouse 39.00 800,000 76% 220 Greenwood McDonough, GA 2000 Bulk Warehouse 26.69 504,000 100% 1255 Oakbrook Drive Norcross, GA 1984 Light Industrial 2.50 36,000 33% 1256 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.48 40,504 88% 1265 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.52 51,200 100% 1266 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.62 30,378 100% 1275 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.36 62,400 100% 1280 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.34 46,400 56% 1300 Oakbrook Drive Norcross, GA 1986 Light Industrial 5.41 52,000 100% 1325 Oakbrook Drive Norcross, GA 1986 Light Industrial 3.53 53,120 81% 1351 Oakbrook Drive Norcross, GA 1984 R&D/Flex 3.93 36,600 69% 1346 Oakbrook Drive Norcross, GA 1985 R&D/Flex 5.52 74,538 100% 1412 Oakbrook Drive Norcross, GA 1985 R&D/Flex 2.89 29,400 56% 3060 Soutn Park Blvd Ellenwood, GA 1992 Bulk Warehouse 30.56 657,451 100% --------- --- SUBTOTAL OR AVERAGE 5,514,750 91% --------- --- BALTIMORE 3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 76% 1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100% 1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 90% 1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100% 1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100% 1820 Portal Baltimore, MD (d) 1982 Bulk Warehouse 6.55 171,000 100% 6615 Tributary Baltimore, MD 1987 Light Industrial 4.36 65,860 59% 7340 Executive Frederick, MD 1988 R&D/Flex 9.38 78,418 94% 4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,934 19% 8900 Yellow Brick Road Baltimore, MD 1982 Light Industrial 5.80 60,000 100% 7476 New Ridge Hanover, MD 1987 Light Industrial 18.00 71,866 100% 8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,189 100% 1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 43% 1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 100% 1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 62% 1920 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100% 4600 Boston Way Lanhan, MD 1980 Bulk Warehouse 5.89 86,400 100% 4700 Boston Way Lanhan, MD 1979 Light Industrial 3.20 40,800 100% 9800 Martin Luther King Hwy Lanhan, MD 1978 Light Industrial 4.85 80,000 100% --------- --- SUBTOTAL OR AVERAGE 1,365,730 89% --------- --- 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 48% 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 0% 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 63% 7195 Grayson Road Harrisburg, PA 1994 Bulk Warehouse 6.02 100,000 100% 3380 Susquehanna Trail North York, PA 1990 Bulk Warehouse 10.00 112,500 100% 14
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ---------------------------- ----------------- ------------ ---------- ---------------- ------- --------- ------------ CENTRAL PENNSYLVANIA (CONT.) 350 Old Silver Spring Road Mechanicsburg, PA 1968/97 Light Industrial 20.00 264,120 77% 4500 Westport Drive Mechanicsburg, PA 1996 Bulk Warehouse 11.20 178,600 0% 16522 Hunters Green Parkway Hagerstown, MD (f) 2000 Bulk Warehouse 35.00 487,000 100% --------- --- SUBTOTAL OR AVERAGE 1,877,135 69% --------- --- CHICAGO 720-730 Landwehr Road Northbrook, IL 1978 Light Industrial 4.29 66,912 32% 20W201 101st Street Lemont, IL 1988 Bulk Warehouse 8.72 160,201 57% 3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 204,679 68% 6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 59% 585 Slawin Court Mount Prospect,IL 1992 R&D/Flex 3.71 38,150 0% 2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 100% 3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100% 305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100% 4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100% 12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,301 100% 3150-3160 MacArthur Boulevard Northbrook, IL 1978 Light Industrial 2.14 41,780 100% 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% 11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 100% 405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 69% 1010-50 Sesame Street Bensenville, IL 1976 Manufacturing 8.00 252,000 100% 5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100% 7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 96% 7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100% 385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 180,417 100% 335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100% 905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100% 1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,574 100% 2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 100% 3575 Stern Avenue St. Charles, IL 1979/84 Reg. Warehouse 2.73 68,728 100% 3810 Stern Avenue St. Charles, IL 1985 Reg. Warehouse 4.67 100,074 100% 700 Business Center Drive Mount Prospect,IL 1980 Light Industrial 3.12 34,800 100% 555 Business Center Drive Mount Prospect,IL 1981 Light Industrial 2.96 31,175 0% 800 Business Center Drive Mount Prospect,IL 1988/99 Light Industrial 5.40 81,610 100% 580 Slawin Court Mount Prospect,IL 1985 Light Industrial 2.08 30,225 100% 1150 Feehanville Mount Prospect, 1983 Light Industrial 2.74 33,600 100% 1200 Business Center Drive Mount Prospect,IL 1988/2000 Light Industrial 6.68 106,000 77% 1331 Business Center Drive Mount Prospect,IL 1985 Light Industrial 3.12 30,380 100% 19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 0% 19W751 101st Street Lemont, IL 1991 Bulk Warehouse 7.13 147,400 0% 175 Wall Street Glendale Heights,IL 1990 Light Industrial 4.10 50,050 100% 800-820 Thorndale Avenue Bensenville, IL 1985 R&D/Flex 5.56 73,249 100% 830-890 Supreme Drive Bensenville, IL 1981 Light Industrial 4.77 85,542 100% 1661 Feehanville Drive Mount Prospect,IL 1986 R&D/Flex 6.89 85,955 69% 1400-1436 Brook Drive Downers Grove, IL (g) 1972 Light Industrial 7.55 137,678 94% --------- --- SUBTOTAL OR AVERAGE 4,161,446 82% --------- --- CINCINNATI 9900-9970 Princeton Cincinnati, OH 1970 Bulk Warehouse 10.64 185,580 91% 2940 Highland Avenue Cincinnati, OH 1969/74 Bulk Warehouse 17.08 502,000 90% 4700-4750 Creek Road Blue Ash, OH 1960 Light Industrial 15.32 265,000 97% 12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 72% 901 Pleasant Valley Drive Springboro, OH 1984/94 Light Industrial 7.70 69,220 100% 4440 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 15.26 240,000 100% 4434 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 25.00 140,800 77% 9449 Glades Road Hamilton, OH 1999 Bulk Warehouse 7.40 168,000 84% --------- --- SUBTOTAL OR AVERAGE 1,683,100 90% --------- --- COLUMBUS 3800 LockbourneIndustria Pky Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100% 1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 96% 4300 Cemetery Road Hilliard, OH 1968/83 Manufacturing 62.71 255,470 100% 4115 Leap Road (h) Hilliard, OH 1977 Light Industrial 18.66 217,612 100% 3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 66% --------- --- SUBTOTAL OR AVERAGE 1,421,016 92% --------- --- DALLAS/FORT WORTH 1275-1281 Roundtable Drive Dallas, TX 1966 Light Industrial 1.75 30,642 100% 2406-2416 Walnut Ridge Dallas, TX 1978 Light Industrial 1.76 44,000 100% 12750 Perimeter Drive Dallas, TX 1979 Bulk Warehouse 6.72 178,200 100% 1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100% 2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100% 4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100% 900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100% 2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 100% 2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100% 2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100% 12784 Perimeter Drive (i) Dallas, TX 1981 Light Industrial 4.57 95,671 86% 3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100% 15
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- ----------------- ------------ ---------- ---------------- ------- --------- ------------ DALLAS/FORT WORTH (CONT.) 3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100% 5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100% 405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 100% 816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 100% 7341 Dogwood Park Richland Hills,TX 1973 Light Industrial 1.09 20,045 100% 7427 Dogwood Park Richland Hills,TX 1973 Light Industrial 1.60 27,500 100% 7348-54 Tower Street Richland Hills,TX 1978 Light Industrial 1.09 20,107 100% 7370 Dogwood Park Richland Hills,TX 1987 Light Industrial 1.18 18,511 100% 7339-41 Tower Street Richland Hills,TX 1980 Light Industrial 0.95 17,600 100% 7437-45 Tower Street Richland Hills,TX 1977 Light Industrial 1.16 20,018 100% 7331-59 Airport Freeway Richland Hills,TX 1987 R&D/Flex 2.63 37,487 100% 7338-60 Dogwood Park Richland Hills,TX 1978 R&D/Flex 1.51 26,407 100% 7450-70 Dogwood Park Richland Hills,TX 1985 Light Industrial 0.88 18,004 100% 7423-49 Airport Freeway Richland Hills,TX 1985 R&D/Flex 2.39 33,388 100% 7400 Whitehall Street Richland Hills,TX 1994 Light Industrial 1.07 22,867 100% 1602-1654 Terre Colony Dallas, TX 1981 Bulk Warehouse 5.72 130,949 69% 3330 Duncanville Road Dallas, TX 1987 Reg. Warehouse 2.20 50,560 100% 6851-6909 Snowden Road Fort Worth, TX 1985/86 Bulk Warehouse 13.00 281,200 100% 2351-2355 Merritt Drive Garland, TX 1986 R&D/Flex 5.00 16,740 100% 10575 Vista Park Dallas, TX 1988 Reg. Warehouse 2.10 37,252 100% 701-735 North Plano Road Richardson, TX 1972/94 Bulk Warehouse 5.78 100,065 100% 2259 Merritt Drive Garland, TX 1986 R&D/Flex 1.90 16,740 100% 2260 Merritt Drive Garland, TX 1986/99 Reg. Warehouse 3.70 62,847 100% 2220 Merritt Drive Garland, TX 1986/2000 Reg. Warehouse 3.90 70,390 100% 2010 Merritt Drive Garland, TX 1986 Reg. Warehouse 2.80 57,392 100% 2363 Merritt Drive Garland, TX 1986 R&D/Flex 0.40 12,300 100% 2447 Merritt Drive Garland, TX 1986 R&D/Flex 0.40 12,300 100% 2465-2475 Merritt Drive Garland, TX 1986 R&D/Flex 0.50 16,740 100% 2485-2505 Merritt Drive Garland, TX 1986 Bulk Warehouse 5.70 108,550 100% 17919 Waterview Parkway Dallas, TX 1987 Reg. Warehouse 4.88 70,936 100% 2081 Hutton Drive-Bldg 1 (i) Carrolton, TX 1981 R&D/Flex 3.73 42,170 100% 2150 Hutton Drive Carrolton, TX 1980 Light Industrial 2.50 48,325 100% 2110 Hutton Drive Carrolton, TX 1985 R&D/Flex 5.83 59,528 100% 2025 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.81 73,556 100% 2019 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.93 80,780 100% 1420 Valwood-Bldg 1 (h) Carrolton, TX 1986 R&D/Flex 3.30 40,884 86% 1620 Valwood-Bldg 1 (i) Carrolton, TX 1986 Light Industrial 6.59 103,475 100% 1625 West Crosby Road Carrolton, TX 1988 Light Industrial 4.72 87,687 100% 2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 87% 1840 Hutton Drive (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% 2009 McKenzie Drive Carrolton, TX 1987 Light Industrial 3.03 66,112 74% 900-1100 Avenue S Grand Prairie, TX 1985 Bulk Warehouse 5.50 122,881 80% 15001 Trinity Blvd Fort Worth, TX 1984 Light Industrial 4.70 83,473 100% Plano Crossing (j) Plano, TX 1998 Light Industrial 13.66 215,672 100% 7413A-C Dogwood Park Richland Hills,TX 1990 Light Industrial 1.23 22,500 100% 7450 Tower Street Richland Hills,TX 1977 R&D/Flex 0.68 10,000 100% 7436 Tower Street Richland Hills,TX 1979 Light Industrial 0.89 15,000 100% 7501 Airport Freeway Richland Hills,TX 1983 Light Industrial 2.04 15,000 100% 7426 Tower Street Richland Hills,TX 1978 Light Industrial 1.06 19,780 100% 7427-7429 Tower Street Richland Hills,TX 1981 Light Industrial 1.02 20,000 100% 2840-2842 HandleyEderville Rd Richland Hills,TX 1977 R&D/Flex 1.25 20,260 100% 7451-7477 Airport Freeway Richland Hills,TX 1984 R&D/Flex 2.30 33,627 82% 7415 Whitehall Street Richland Hills,TX 1986 Light Industrial 3.95 61,260 100% 7450 Whitehall Street Richland Hills,TX 1978 Light Industrial 1.17 25,000 100% 7430 Whitehall Street Richland Hills,TX 1985 Light Industrial 1.06 24,600 100% 7420 Whitehall Street Richland Hills,TX 1985 Light Industrial 1.06 20,300 100% 300 Wesley Way Richland Hills,TX 1995 Reg. Warehouse 2.59 41,340 100% 2104 Hutton Drive Carrolton, TX 1990 Light Industrial 1.70 24,800 100% Addison Tech Ctr - Bldg B Addison, TX 2001 Reg. Warehouse 8.17 102,400 85% 7337 Dogwood Park Richland Hills,TX 1975 Light Industrial 1.14 21,000 95% 7334 Tower Street Richland Hills,TX 1975 Light Industrial 0.97 20,000 100% 7451 Dogwood Park Richland Hills,TX 1977 Light Industrial 1.85 39,674 100% 2821 Cullen Street Fort Worth, TX 1961 Light Industrial 0.84 17,877 100% 2105 McDaniel Drive Carrolton, TX 1986 Bulk Warehouse 4.59 107,915 100% 1505 Luna Road - Bldg II Carrolton, TX 1988 Light Industrial 1.00 16,800 100% 1505 Luna Road - Bldg I Carrolton, TX 1988 Light Industrial 2.97 49,791 70% --------- --- SUBTOTAL OR AVERAGE 4,816,331 96% --------- --- DAYTON 6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 97% 6202-6220 Executive Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 100% 6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 79% 5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 50% 6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 82% 2200-2224 Sandridge Road Moraine, OH 1983 Light Industrial 2.96 58,746 100% 8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 100% --------- --- SUBTOTAL OR AVERAGE 342,746 90% --------- --- 16
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ DENVER 7100 North Broadway - Bldg.1 Denver, CO 1978 Light Industrial 16.80 32,298 81% 7100 North Broadway - Bldg.2 Denver, CO 1978 Light Industrial 16.90 32,500 82% 7100 North Broadway - Bldg.3 Denver, CO 1978 Light Industrial 11.60 22,259 96% 7100 North Broadway - Bldg.5 Denver, CO 1978 Light Industrial 15.00 28,789 69% 7100 North Broadway - Bldg.6 Denver, CO 1978 Light Industrial 22.50 38,255 78% 20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,522 95% 5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 100% 700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 85% 702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 87% 6425 North Washington Denver, CO 1983 R&D/Flex 4.05 81,120 81% 3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,538 78% 3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 72% 3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 81% 3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,937 56% 4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 90% 4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100% 1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,787 91% 3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 55,027 100% 3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100% 4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100% 5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 100% 5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100% 5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 80% 2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 88% 6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100% 4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 51,260 100% 7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 81% 7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 100% 6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 88% 445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 94% East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,210 87% 9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100% 9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100% 9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 59% 9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 100% 8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 72% 8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100% 8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100% 451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100% 608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 81% 610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 86% 1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100% 1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100% 15000 West 6th Avenue Golden, CO 1985 R&D/Flex 5.25 69,279 71% 14998 West 6th Avenue Building E Golden, CO 1995 R&D/Flex 2.29 42,832 79% 14998 West 6th Avenue Building F Englewood, CO 1995 R&D/Flex 2.29 20,424 100% 12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 56% 6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 59,918 89% 7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 39% 2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,108 100% 2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 49% 2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 75% 1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 40% 1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100% 1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100% 13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 100% 14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100% 11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100% 5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 54,738 100% 3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100% 2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100% 2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 100% 14818 West 6th Avenue Bldg.A Golden, CO 1985 R&D/Flex 2.54 39,776 76% 14828 West 6th Avenue Bldg.B Golden, CO 1985 R&D/Flex 2.54 41,805 89% 12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 88% 4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100% 4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100% 5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100% 7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 86% 10311 W. Hampden Avenue Lakewood, CO 1999 Light 4.40 52,227 82% 8200 E. Park Meadows Drive (h) Lone Tree, CO 1984 R&D Flex 6.60 90,219 77% 3250 Quentin (h) Aurora, CO 1984/2000 Light 8.90 144,464 95% 11585 E. 53rd Ave. (h) Denver, CO 1984 Bulk Warehouse 15.10 335,967 100% 10500 East 54th Ave. (i) Denver, CO 1986 Light 9.12 178,148 98% --------- -- SUBTOTAL OR AVERAGE 4,044,099 90% --------- -- DES MOINES 2250 Delaware Ave. Des Moines, IA 1975 Reg. Warehouse 4.20 88,000 32% --------- -- SUBTOTAL OR AVERAGE 88,000 32% --------- -- 17
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES ENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ------------------------- -------------------- ------------ ----------- ---------------- --------- -------- ------------ DETROIT 1731 Thorncroft Troy, MI 1969 Light Industrial 2.26 38,000 100% 1653 E. Maple Troy, MI 1990 R&D/Flex 1.38 23,392 100% 47461 Clipper Plymouth, MI 1992 Light Industrial 1.10 11,600 100% 47522 Galleon Plymouth, MI 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% 1035 Crooks Road Troy, MI 1980 Light Industrial 1.74 23,320 100% 1095 Crooks Road Troy, MI 1986 R&D/Flex 2.83 35,042 100% 1416 Meijer Drive Troy, MI 1980 Light Industrial 1.20 17,944 100% 1624 Meijer Drive Troy, MI 1984 Light Industrial 3.42 44,040 100% 1972 Meijer Drive Troy, MI 1985 Reg. Warehouse 2.36 37,075 100% 1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100% 1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100% 1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100% 1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100% 1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100% 2451 Elliott Avenue Troy, MI 1974 Light Industrial 1.68 24,331 100% 2730 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 3.52 57,850 100% 2791 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 4.48 64,199 100% 2871 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 3.55 49,543 100% 2911 Research Drive Rochester Hills, MI 1992 Reg. Warehouse 5.72 80,078 100% 3011 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 2.55 32,637 100% 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 0% 23093 Commerce Drive Farmington Hills, MI 1983 Reg. Warehouse 3.87 49,040 100% 23135 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.02 23,969 100% 23163 Commerce Drive Farmington Hills, MI 1986 Light Industrial 1.51 19,020 100% 23177 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.29 32,127 100% 23206 Commerce Drive Farmington Hills, MI 1985 Light Industrial 1.30 19,822 100% 23370 Commerce Drive Farmington Hills, MI 1980 Light Industrial 0.67 8,741 100% 1451 East Lincoln Avenue Madison Heights, 1967 Light Industrial 3.92 75,000 100% 4400 Purks Drive Auburn Hills, MI 1987 Light Industrial 13.04 4157,100 100% 4177A Varsity Drive Ann Arbor, MI 1993 Light Industrial 2.48 11,050 100% 6515 Cobb Drive Sterling Height, MI 1984 Light Industrial 2.91 47,597 100% 32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 100% 12050-12300 Hubbard (h) Livonia, MI 1981 Light Industrial 6.10 85,086 91% 38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100% 12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100% 9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 75% 9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 75% 28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 100% 28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 100% 28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 100% 28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 25% 28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 56% 28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 88% 28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 0% 9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100% 9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100% 9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100% 29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100% 29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100% 29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100% 29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 83% 29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100% 29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,837 86% 29120-29134 Airport Drive Romulus, MI 1986 Light Industrial 2.53 29,282 100% 29200-29214 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,282 100% 18
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - -------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ DETROIT (CONT.) 9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,173 75% 26980 Trolley Industrial Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100% 32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100% 2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 23% 32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100% 11862 Brookfield Avenue Livonia, MI 1972 Light Industrial 0.92 14,600 100% 11923 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.76 14,600 100% 11965 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.88 14,600 100% 13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 0% 1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100% 1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100% 450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100% 1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100% 12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100% 12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 0% 33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100% 47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100% 32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100% 32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100% 32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100% 12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100% 33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 0% 1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 100% 1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100% 1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100% 980 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100% 1840 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 2.42 33,240 42% 1885 Enterprise Drive Rochester Hills, MI 1990 Light Industrial 1.47 19,604 100% 1935-55 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 4.54 53,400 100% 5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100% 750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 0% 800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 100% 850 Chicago Road Troy, MI 1984 Light Industrial 0.97 16,049 100% 2805 S. Industrial Highway Ann Arbor, MI 1990 R&D/Flex 1.70 24,458 90% 6833 Center Drive Sterling Heights, MI 1998 Reg. Warehouse 4.42 66,132 100% 32201 North Avis Drive Madison Heights, MI 1974 R&D/Flex 4.19 50,000 100% 1100 East Mandoline Road Madison Heights, MI 1967 Bulk Warehouse 8.19 117,903 65% 30081 Stephenson Highway Madison Heights, MI 1967 Light Industrial 2.50 50,750 100% 1120 John A. Papalas Drive (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 0% 1799-1813 Northfield Drive (h) Rochester Hills, MI 1980 Light Industrial 4.22 67,360 69% --------- -- SUBTOTAL OR AVERAGE 4,196,324 92% --------- -- GRAND RAPIDS 5050 Kendrick Court SE Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100% 5015 52nd Street SE Grand Rapids, MI 1987 Light Industrial 4.50 61,250 100% --------- -- SUBTOTAL OR AVERAGE 474,750 100% --------- -- HOUSTON 2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 100% 4545 Eastpark Drive Houston, TX 1972 Reg. Warehouse 3.80 81,295 100% 3351 Rauch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 100% 3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 67% 3337-3347 Rauch Street Houston, TX 1970 Reg. Warehouse 2.29 53,425 100% 8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100% 4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 79% 4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 85% 3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 83% 5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 66% 4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.76 113,400 58% 7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 0% 2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 100% 6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 76% 1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100% 1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100% 1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100% 7000 Empire Drive Houston, TX 1980 R&D/Flex 6.25 95,073 85% 9777 West Gulfbank Drive Houston, TX 1980 Light Industrial 15.45 252,242 90% 9835 A Genard Road Houston, TX 1980 Bulk Warehouse 39.20 417,350 72% 9835 B Genard Road Houston, TX 1980 Reg. Warehouse 6.40 66,600 100% 10161 Harwin Drive Houston, TX 1979/1981 R & D/Flex 5.27 73,052 77% 10165 Harwin Drive Houston, TX 1979/1981 R & D/Flex 2.31 33,238 39% 10175 Harwin Drive Houston, TX 1797/1981 Light Industrial 2.85 39,475 93% 19
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ HOUSTON 10325-10415 Landsbury Dr (i) Houston, TX 1982 Light Industrial 265.00 131,000 90% 8705 City Park Loop Houston, TX 1982 Bulk Warehouse 7.06 191,537 100% 15340 Vantage Parkway Houston, TX 1984 R & D/Flex 1.70 20,000 100% 15431 Vantage Parkway Houston, TX 1981 Light Industrial 2.50 56,700 100% --------- -- SUBTOTAL OR AVERAGE 3,310,998 85% --------- -- INDIANAPOLIS 2900 North Shadeland Indianapolis, IN 1957/1992 Bulk Warehouse 60.00 933,439 46% 2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 50% 2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100% 7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 100% 1445 Brookville Way Indianapolis, IN 1989 Bulk Warehouse 8.79 115,200 73% 1440 Brookville Way Indianapolis, IN 1990 Bulk Warehouse 9.64 166,400 100% 1240 Brookville Way Indianapolis, IN 1990 Light Industrial 3.50 63,000 100% 1220 Brookville Way Indianapolis, IN 1990 R&D/Flex 2.10 10,000 100% 1345 Brookville Way Indianapolis, IN (b) 1992 Bulk Warehouse 5.50 130,736 94% 1350 Brookville Way Indianapolis, IN 1994 Reg. Warehouse 2.87 38,460 100% 1341 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.03 32,400 0% 1322-1438 Sadlier Circle East Dr Indianapolis, IN (b) 1971/1992 Light Industrial 3.79 36,000 93% 1327-1441 Sadlier Circle East Dr Indianapolis, IN (b) 1992 Light Industrial 5.50 54,000 87% 1304 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 2.42 17,600 100% 1402 Sadlier Circle East Drive Indianapolis, IN (b) 1970/1992 Light Industrial 4.13 40,800 62% 1504 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Manufacturing 4.14 54,000 100% 1311 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.78 13,200 100% 1365 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.16 30,000 100% 1352-1354 Sadlier Circle E. Dr Indianapolis, IN (b) 1970/1992 Light Industrial 3.50 44,000 100% 1335 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.20 20,000 100% 1327 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 1.20 12,800 100% 1425 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 2.49 5,000 100% 1230 Brookville Way Indianapolis, IN 1995 Reg. Warehouse 1.96 15,000 100% 6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 75% 6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100% 6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 100% 1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100% 6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 22.00 331,826 92% 2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 88% 8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 66% 8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 44% 8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 70% 3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 58% 3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100% 6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100% 9200 East 146th Street Noblesville, IN 1961/1981 Bulk Warehouse 21.65 150,488 60% 9210 East 146th Street Noblesville, IN 1978 Reg. Warehouse 11.91 23,950 100% 6575 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 4.00 60,000 100% 6585 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 6.00 100,000 100% 9910 North by Northeast Blvd. Fishers, IN 1994 Bulk Warehouse 8.40 192,000 100% 6041 Guion Road Indianapolis, IN 1968 Light Industrial 2.80 40,000 100% 8219 Northwest Blvd. Indianapolis, IN 1990 Bulk Warehouse 8.67 204,000 100% --------- -- SUBTOTAL OR AVERAGE 4,064,118 79% --------- -- LOS ANGELES 6407-6419 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.90 16,392 100% 6423-6431 Alondra Blvd. Paramount., CA 1985 Light Industrial 0.76 13,765 100% 15101-15141 Figueroa St. (h) Los Angeles, CA 1982 Reg. Warehouse 4.70 129,600 80% 20816-18 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100% 21136 South Wilmington Ave. Carson, CA 1989 Bulk Warehouse 6.02 115,702 93% 19914 Via Baron Way Rancho Dominguez CA (a) 1973 Bulk Warehouse 11.69 234,800 100% 2035 E. Vista Bella Way Rancho Dominguez,CA (c) 1972 Bulk Warehouse 14.15 230,000 100% 14912 Shoemaker Ave. Sante Fe Springs, CA 1967 R&D/Flex 0.25 5,121 100% 14920 Shoemaker Ave. Sante Fe Springs, CA 1967 R&D/Flex 0.23 4,600 100% 14928 Shoemaker Ave. Sante Fe Springs, CA 1967 R&D/Flex 0.23 4,600 0% 14938 Shoemaker Ave. Sante Fe Springs, CA 1967 R&D/Flex 0.23 4,600 100% 14944 Shoemaker Ave. Sante Fe Springs, CA 1978 Light Industrial 1.99 40,015 82% 14946 Shoemaker Ave. Sante Fe Springs, CA 1978 Light Industrial 1.68 33,769 88% 14948 Shoemaker Ave. Sante Fe Springs, CA 1978 Light Industrial 0.61 12,300 100% 14141 Alondra Blvd. Sante Fe Springs, CA 1969 Bulk Warehouse 23.90 396,095 100% 12616 Yukon Ave. Hawthorne, CA 1987 Reg. Warehouse 1.89 43,676 100% 3355 El Segundo Blvd. (i) Hawthorne, CA 1959 Light Industrial 2.79 56,353 100% 12621 Cerise Hawthorne, CA 1959 Light Industrial 1.11 27,000 100% 42374 Avenida Alvarado (i) Temecula, CA 1987 Reg. Warehouse 5.00 103,008 100% 333 Turnbill Canyon Road City of Industry, CA 1968/1985 Bulk Warehouse 6.61 116,000 100% --------- -- SUBTOTAL OR AVERAGE 1,594,696 97% --------- -- LOUISVILLE 9001 Cane Run Road Louisville, KY 1998 Bulk Warehouse 39.60 212,500 76% 7700 Trade Port Drive Louisville, KY 2001 Bulk Warehouse 13.60 221,000 100% --------- --- SUBTOTAL OR AVERAGE 433,500 100% --------- --- 20
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ 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% 4410-80 North 132nd Street Butler, WI 1999 Bulk Warehouse 4.90 100,000 99% --------- -- SUBTOTAL OR AVERAGE 379,234 90% --------- -- MINNEAPOLIS/ST. PAUL 2700 Freeway Boulevard Brooklyn Center, MN 1981 Light Industrial 7.76 78,740 100% 6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 84% 6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100% 6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,560 93% 6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,625 63% 6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 73% 7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,265 74% 7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,297 100% 7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 268,168 65% 7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 74,148 100% 9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 153,813 100% 12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100% 12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,365 100% 12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,300 43% 980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 74% 990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,607 94% 1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 91% 1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 100% 5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 100% 10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 59,030 100% 7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,816 100% 7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,168 76% 2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,766 100% 12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100% 6655 Wedgewood Road Maple Grove, MN 1989 Manufacturing 17.88 123,815 96% 900 Apollo Road Egan, MN 1970 Manufacturing 39.00 312,265 100% 7316 Aspen Lane North Brooklyn Park, MN 1978 Manufacturing 6.63 96,000 100% 73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 57% 1905 W. Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 70% 2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 74% 10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 0% 4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 80% 11300 Hampshire Ave. South Bloomington, MN 1983 Bulk Warehouse 9.94 145,210 100% 375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 251,968 100% 5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 98,844 83% 6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 82,769 93% 7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,285 63% 7550-7558 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 31,839 100% 5240-5300 Valley IndustrialBlvd Shakopee, MN 1973 Light Industrial 9.06 80,001 41% 7125 Northland Terrace Brooklyn Park, MN 1996 R&D/Flex 5.89 79,958 100% 6900 Shady Oak Road Eden Prairie, MN 1980 R&D/Flex 4.60 49,190 100% 6477-6525 City West Parkway Eden Prairie, MN 1984 R&D/Flex 7.00 89,229 84% 1157 Valley Park Drive Shakopee, MN 1997 Bulk Warehouse 9.97 126,120 95% 500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 89,161 80% 770-786 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 3.16 56,388 100% 800 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.10 100,250 100% 2530-2570 Kasota Avenue St. Paul, MN 1976 Manufacturing 4.56 75,426 64% 7100-7198 Shady Oak Road Eden Prairie, MN 1982/2002 Light Industrial 14.44 120,541 83% --------- -- SUBTOTAL OR AVERAGE 4,572,418 89% --------- -- NASHVILLE 1621 Heil Quaker Boulevard Nashville, TN 1975 Bulk Warehouse 11.29 160,661 100% 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 62% 1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 91% 1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100% 1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 81% 470 Metroplex Drive (h) Nashville, TN 1986 Light Industrial 8.11 102,040 97% 1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 60% 4640 Cummings Park Nashville, TN 1986 Bulk Warehouse 14.69 100,000 81% 556 Metroplex Drive Nashville, TN 1983 Light Industrial 3.66 43,026 100% 7600 Eastgate Blvd. Lebanon, TN 2002 Bulk Warehouse 22.10 423,500 100% --------- -- SUBTOTAL OR AVERAGE 1,670,892 84% --------- -- NORTHERN NEW JERSEY 9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 92% 11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 100% 15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100% 21
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ NORTHERN NEW JERSEY (CONT.) 17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100% 220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100% 25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100% 14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 92% 18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 13,000 100% 23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 16,000 100% 12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 100% 49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,500 0% 22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100% 26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100% 24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 100% 20 Worlds Fair Drive Lot 13 Sumerset, NJ 1999 R&D Flex 4.25 30,000 83% 10 New Maple Road Pine Brook, NJ 1973/1999 Bulk Warehouse 18.13 265,376 88% 60 Chapin Road Pine Brook, NJ 1977/2000 Bulk Warehouse 13.61 259,230 100% 45 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 6.54 84,284 89% 43 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 2.48 37,268 82% 39 Route 46 Pine Brook, NJ 1970 R&D Flex 1.64 22,285 100% 26 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 76,287 82% 30 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,688 94% 20 Mountain Hook Road Pine Brook, NJ 1972/1984 Bulk Warehouse 14.02 213,991 96% 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 72% 16 Chapin Road Pine Brook, NJ 1987 R&D Flex 4.61 68,358 75% 20 Chapin Road Pine Brook, NJ 1987 R&D Flex 5.69 84,601 82% Sayreville Lot 4 Sayreville, NJ 2001 Light Industrial 6.88 62,400 100% 400 Raritan Center Parkway Edison, NJ 1983 Light Industrial 7.16 81,190 100% 300 Columbus Circle Edison, NJ 1983 R&D Flex 9.38 123,029 89% 400 Apgar Franklin Twnship, NJ 1987 Bulk Warehouse 14.34 111,824 100% 500 Apgar Franklin Twnship, NJ 1987 Reg. Warehouse 5.00 58,585 100% 201 Circle Dr. North Piscataway, NJ 1987 Bulk Warehouse 5.24 113,738 100% 1 Pearl Ct. Allendale, NJ 1978 Light Industrial 3.00 46,400 100% 2 Pearl Ct. Allendale, NJ 1979 Light Industrial 3.00 39,170 100% 3 Pearl Ct. Allendale, NJ 1978 Light Industrial 3.00 40,650 63% 4 Pearl Ct. Allendale, NJ 1979 Light Industrial 3.00 41,227 50% 5 Pearl Ct. Allendale, NJ 1977 Light Industrial 3.00 37,343 100% 6 Pearl Ct. Allendale, NJ 1980 Light Industrial 10.40 99,700 100% 7 Pearl Ct. Allendale, NJ 1979 Light Industrial 6.50 44,750 100% 59 Route 17 Allendale, NJ 1979 Light Industrial 5.90 60,000 100% Sayerville Lot 3 Sayreville, NJ 2002 Light Industrial 7.43 62,400 92% --------- -- SUBTOTAL OR AVERAGE 2,942,887 93% --------- -- PHILADELPHIA 212 Welsh Pool Road Exton, PA 1975/1997 Light Industrial 6.56 25,361 78% 230-240 Welsh Pool Road Exton, PA 1975/1997 Manufacturing 6.56 30,000 100% 264 Welsh Pool Road Exton, PA 1975/1996 R&D/Flex 2.84 11,256 0% 254 Welsh Pool Road Exton, PA 1975/1998 Light Industrial 2.84 28,180 100% 256 Welsh Pool Road Exton, PA 1975/1999 Light Industrial 2.84 12,038 0% 213 Welsh Pool Road Exton, PA 1975/1998 Light Industrial 3.01 22,095 100% 251 Welsh Pool Road Exton, PA 1975/1991 R&D/Flex 4.10 25,546 100% 253-255 Welsh Pool Road Exton, PA 1975/1980 Light Industrial 4.10 20,800 100% 151-161 Philips Road Exton, PA 1975/1990 Light Industrial 3.82 30,065 100% 210 Philips Road Exton, PA 1975/1998 Manufacturing 6.56 26,827 100% 216 Philips Road Exton, PA 1985 Light Industrial 2.99 39,037 100% 202 Philips Road Exton, PA 1972/1991 Reg. Warehouse 2.94 46,750 100% 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 88% 7377 William Drive Lehigh, PA 1989 Reg. Warehouse 4.50 43,316 100% 7072 Snow Drift Lehigh, PA 1975 Light Industrial 4.50 61,157 100% 2000 Cabot Boulevard West Langhorne, PA 1984 R&D/Flex 3.06 39,969 63% 2005 Cabot Boulevard West Langhorne, PA 1984 R&D/Flex 3.00 22,000 54% 2010 Cabot Boulevard West Langhorne, PA 1984 Light Industrial 4.00 52,831 89% 2200 Cabot Boulevard West Langhorne, PA 1979 Light Industrial 3.98 61,543 56% 2260-2270 Cabot Boulevard West Langhorne, PA 1980 R&D/Flex 2.12 29,288 95% 3000 Cabot Boulevard West Langhorne, PA 1986 Light Industrial 4.14 34,693 56% 180 Wheeler Court Langhorne, PA 1974 Light Industrial 6.45 78,213 100% 2512 Metropolitan Drive Trevose, PA 1981 Light Industrial 3.54 37,000 100% 2510 Metropolitan Drive Trevose, PA 1981 Light Industrial 2.26 40,000 100% 2515 Metropolitan Drive Trevose, PA 1974 Light Industrial 2.50 42,000 100% 2555 Metropolitan Drive Trevose, PA 1981 Light Industrial 4.40 60,000 100% 2450 Metropolitan Drive Trevose, PA 1983 Light Industrial 6.98 69,952 81% 2495 Metropolitan Drive Trevose, PA 1981 Light Industrial 8.59 80,000 100% 4667 Somerton Road Trevose, PA 1974 Light Industrial 7.66 118,000 73% 835 Wheeler Way Langhorne, PA 1974 Light Industrial 5.68 64,402 100% 90 Southland Drive Bethlehem, PA 1989/1996 Reg. Warehouse 6.79 97,448 100% --------- -- SUBTOTAL OR AVERAGE 1,907,132 92% --------- -- 22
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ PHOENIX 1045 South Edward Drive Tempe, AZ 1976 Light Industrial 2.12 38,560 100% 46 N. 49th Ave. Phoenix, AZ 1986 Reg. Warehouse 5.16 82,288 0% 240 N. 48th Avenue Phoenix, AZ 1977 Reg. Warehouse 4.46 83,200 100% 54 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.11 20,736 100% 64 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.43 17,280 100% 236 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 0.93 11,520 100% 10 S. 48th Avenue Phoenix, AZ 1977 Reg. Warehouse 4.64 86,400 75% 135 E. Watkins Street Phoenix, AZ 1977 Reg. Warehouse 3.08 56,685 100% 54 N. 48th Avenue Phoenix, AZ 1977 Light Industrial 1.30 24,192 100% --------- -- SUBTOTAL OR AVERAGE 420,861 75% --------- --- SALT LAKE CITY 2255 South 300 West (l) Salt Lake City, UT 1980 Light Industrial 4.56 103,018 95% 512 Lawndale Drive (m) Salt Lake City, UT 1981 Light Industrial 35.00 386,544 88% 1270 West 2320 South West Valley, UT 986/1992 R&D/Flex 1.49 13,025 81% 1275 West 2240 South West Valley, UT 986/1992 R&D/Flex 2.06 38,227 100% 1288 West 2240 South West Valley, UT 986/1992 R&D/Flex 0.97 13,300 36% 2235 South 1300 West West Valley, UT 986/1992 Light Industrial 1.22 19,000 100% 1293 West 2200 South West Valley, UT 986/1992 R&D/Flex 0.86 13,300 100% 1279 West 2200 South West Valley, UT 986/1992 R&D/Flex 0.91 13,300 88% 1272 West 2240 South West Valley, UT 986/1992 Light Industrial 3.07 34,870 100% 1149 West 2240 South West Valley, UT 986/1992 Light Industrial 1.71 21,250 100% 1142 West 2320 South West Valley, UT 1997 Light Industrial 1.52 17,500 100% 1152 West 2240 South West Valley, UT 1999 R&D Flex 13.56 55,785 57% 369 Orange Street Salt Lake City, UT 1980 Bulk Warehouse 6.29 136,000 100% 1330 W. 3300 South Avenue Ogden, UT 1982 Bulk Warehouse 30.75 188,568 100% --------- --- SUBTOTAL OR AVERAGE 1,053,687 90% --------- --- SAN DIEGO 9163 Siempre Viva Road. San Diego, CA 1989 Reg. Warehouse 1.72 34,116 100% 9295 Siempre Viva Road San Diego, CA 1989 Reg. Warehouse 1.79 35,557 100% 9255 Customhouse Plaza San Diego, CA 1989 Bulk Warehouse 14.85 295,240 84% 9375 Customhouse Plaza San Diego, CA 1989 Reg. Warehouse 1.46 30,944 91% 9465 Customhouse Plaza San Diego, CA 1989 Reg. Warehouse 1.46 30,944 84% 9485 Customhouse Plaza San Diego, CA 1989 Bulk Warehouse 4.85 102,520 96% 2675 Customhouse Court San Diego, CA 1989 Reg. Warehouse 2.24 47,980 100% --------- --- SUBTOTAL OR AVERAGE 577,301 90% --------- --- SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 1963/85 Light Industrial 2.10 58,139 100% 2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 74% 4 Springdale Road (h) Cherry Hill, NJ 1963/85 Light Industrial 3.02 58,189 100% 8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 100% 2050 Springdale Road Cherry Hill, NJ 1965 Light Industrial 3.40 51,060 100% 16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 100% 5 Esterbrook Lane Cherry Hill, NJ 1966/88 Reg. Warehouse 5.45 39,167 100% 2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100% 6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100% 26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 29,492 100% 1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 100% 21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100% 19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100% 2 Keystone Ave. Cherry Hill, NJ 1970 Light Industrial 3.47 50,922 100% 18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100% 2030 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 100% 55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 0% 111 Whittendale Drive Morristown, NJ 1991/96 Reg. Warehouse 5.00 79,329 100% 9 Whittendale Drive Morristown, NJ 2000 Light Industrial 5.51 52,800 100% 1931 Olney Road Cherry Hill, NJ 1969 Light Industrial 2.90 45,770 100% 7860-7870 Airport Pennsauken, NJ 1968 R&D/Flex 1.51 23,050 100% 7100 Airport Pennsauken, NJ 1963 R&D/Flex 0.47 10,300 100% 7020-24 Kaighn Pennsauken, NJ 1962 R&D/Flex 1.08 12,000 100% 7110-7112 Airport Pennsauken, NJ 1963 R&D/Flex 1.17 14,400 100% 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% --------- --- SUBTOTAL OR AVERAGE 1,214,706 92% --------- --- ST. LOUIS 8921-8971 Frost Avenue Hazelwood, MO 1971 Bulk Warehouse 2.00 100,000 100% 9043-9083 Frost Avenue Hazelwood, MO 1970/77 Bulk Warehouse 2.69 145,000 100% 2121 Chapin Industrial Drive Vinita Park, MO 1969/94 Bulk Warehouse 23.40 281,105 96% 10431-10449 Midwest Industrial Olivette, MO 1967 Light Industrial 2.40 55,125 100% 10751 Midwest Industrial Blvd. Olivette, MO 1965 Light Industrial 1.70 44,100 100% 6951 N. Hanley (g) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,614 100% 1037 Warson - Bldg A St. Louis, MO 1968 Light Industrial 4.00 64,143 100% 1037 Warson - Bldg B St. Louis, MO 1968 Light Industrial 4.00 97,154 100% 1037 Warson - Bldg C St. Louis, MO 1968 Light Industrial 4.00 79,252 100% 1037 Warson - Bldg D St. Louis, MO 1968 Light Industrial 4.00 92,081 100% 13701 Rider Trail North Earth City, MO 1985 Light Industrial 5.34 64,387 94% 4774 Park 36 Boulevard St. Louis, MO 2001 Bulk Warehouse 9.00 173,800 100% --------- --- SUBTOTAL OR AVERAGE 1,325,761 99% --------- --- 23
LAND LOCATION YEAR BUILT AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/03 - ----------------------------- -------------- ------------ ---------- ---------------- ------- --------- ------------ TAMPA 6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100% 6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 79% 6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 100% 6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 90% 6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 84% 6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 100% 6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 53% 5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100% 5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 83% 5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 83% 5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100% 5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 33% 5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100% 5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 100% 5453 West Waters Avenue Tampa, FL 1987 R&D/Flex 0.66 7,200 100% 5455 West Waters Avenue Tampa, FL 1987 R&D/Flex 2.97 32,424 24% 5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100% 5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 90% 5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100% 5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 85% 5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100% 5463 W. Waters Avenue Tampa, FL (e) 1996 R&D/Flex 3.50 44,427 100% 5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100% 5461 W. Waters Avenue Tampa, FL 1998 Light Industrial 1.84 21,778 100% 5471 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.00 23,778 83% 5505 Johns Road #7 Tampa, FL 1999 Light Industrial 2.12 30,019 100% 5481 W. Waters Avenue Tampa, FL 1999 R&D/Flex 3.60 41,861 100% 5483 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.92 33,861 100% 5905 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.67 18,720 100% 5907 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 0.53 5,980 100% 5909 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.60 18,000 60% 5911 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 2.70 30,397 72% 5910 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.77 53,591 49% 5912 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.70 52,806 89% 4515-4519 George Road Tampa, FL 1985 Light Industrial 5.00 64,742 77% 6301 Benjamin Road Tampa, FL 1986 R&D/Flex 1.91 27,249 77% 5723 Benjamin Road Tampa, FL 1986 R&D/Flex 2.97 42,270 100% 6313 Benjamin Road Tampa, FL 1986 R&D/Flex 1.90 27,066 100% 5801 Benjamin Road Tampa, FL 1986 Light Industrial 3.83 54,550 91% 5802 Benjamin Road Tampa, FL 1986 R&D/Flex 4.06 57,705 66% 6202 Benjamin Road Tampa, FL 1981 R&D/Flex 2.04 30,145 0% 5925 Benjamin Road Tampa, FL 1986 R&D/Flex 2.05 29,109 64% --------- --- SUBTOTAL OR AVERAGE 1,308,590 83% --------- --- 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 0% 4200 West Harry Street (i) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100% 6601 S. 33rd Street McAllen, TX 1975 Reg. Warehouse 3.31 50,000 0% 9601 A Dessau Road Austin, TX 1999 Light Industrial 3.28 33,000 23% 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 27% 555 Vista Blvd. Sparks, NV 1980 Bulk Warehouse 40.30 490,500 100% --------- --- SUBTOTAL OR AVERAGE 1,163,258 81% ========= === TOTAL 57,925,466 88% ========== === (a) This property collateralizes a $5.6 million mortgage loan which matures on December 1, 2019. (b) These properties collateralize a $5.4 million mortgage loan which matures on January 1, 2013. (c) This property collateralizes a $5.8 million mortgage loan which matures on December 1, 2019. (d) This property collateralizes a $2.1 million mortgage loan which matures on October 1, 2006. (e) This property collateralizes a $2.5 million mortgage loan which matures on September 1, 2006. (f) This property collateralizes a $16.8 million mortgage loan which matures on December 1, 2010. (g) This property collateralizes a $4.9 million mortgage loan which matures on March 1, 2012. (h) Comprised of two properties. (i) Comprised of three properties. (j) Comprised of four properties. (k) Comprised of five properties. (l) Comprised of seven properties. (m) Comprised of 28 properties. 24
TENANT AND LEASE INFORMATION The Company has a diverse base of more than 2,400 tenants engaged in a wide variety of businesses including manufacturing, retail, wholesale trade, distribution and professional services. Most leases have an initial term of between three and six years and provide for periodic rent increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property's operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2003, approximately 88% of the GLA of the industrial properties was leased, and no single tenant or group of related tenants accounted for more than 1.7% of the Company's rent revenues, nor did any single tenant or group of related tenants occupy more than 1.5% of the Company's total GLA as of December 31, 2003. The following table shows scheduled lease expirations for all leases for the Company's properties as of December 31, 2003. ANNUAL BASE RENT NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT EXPIRATION(1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2) - ------------ --------- ------------ ------------- ---------------- ------------------- 2004 718 14,087,159 27.5% $ 58,722 26.3% 2005 600 10,357,040 20.2% 49,408 22.1% 2006 472 8,317,850 16.2% 40,881 18.3% 2007 250 5,606,578 10.9% 25,370 11.4% 2008 245 5,179,327 10.1% 21,172 9.5% 2009 86 2,846,749 5.6% 11,255 5.0% 2010 50 2,218,422 4.3% 7,644 3.4% 2011 20 575,676 1.1% 2,948 1.3% 2012 9 247,901 0.5% 1,255 0.6% 2013 15 1,579,857 3.1% 3,743 1.7% Thereafter 9 206,940 0.4% 769 0.3% ----- ---------- ----- ---------- ----- Total 2,474 51,223,499 100.0% $ 223,167 100.0% ----- ---------- ----- ---------- ----- (1) Lease expirations as of December 31, 2003 assume tenants do not exercise existing renewal, termination, or purchase options. (2) Does not include existing vacancies of 6,701,967 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. 25
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, 2003 $ 34.76 $ 32.20 $ 0.6850 September 30, 2003 $ 32.65 $ 29.33 $ 0.6850 June 30, 2003 $ 32.51 $ 27.96 $ 0.6850 March 31,2003 $ 29.50 $ 26.57 $ 0.6850 December 31, 2002 $ 30.69 $ 25.98 $ 0.6850 September 30, 2002 $ 33.38 $ 28.90 $ 0.6800 June 30, 2002 $ 36.50 $ 32.81 $ 0.6800 March 31,2002 $ 34.81 $ 30.39 $ 0.6800 The Company had 616 common stockholders of record registered with its transfer agent as of March 5, 2004. The Company has determined that, for federal income tax purposes, approximately 42.03% of the total $108.2 million in distributions paid with respect to 2003 represents ordinary dividend income to its stockholders, 9.73% qualifies as 25 percent rate capital gain, 4.14% qualifies as a 20 percent rate capital gain, 18.39% qualifies as a 15 percent rate capital gain and the remaining 25.71% represents a return of capital. Of the 4.14% of such dividends that qualify as 20 percent rate capital gain, 64.66% (or 2.677 percentage points) qualify as "qualified 5-year gain," to which, for certain taxpayers, a lower rate will apply. Additionally, for tax purposes, 56.57% of the Company's 2003 preferred stock dividends qualify as ordinary income, 13.10% qualify as 25 percent rate capital gain, 5.58% qualify as 20 percent rate capital gain and 24.75% qualify as 15 percent rate capital gain. Of the 5.58% of such dividends that qualify as 20 percent rate capital gain, 64.66% (or 3.608 percentage points) qualify as a "qualified 5-year gain." 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 $1.87 per share for 2003. The Company's dividend policy is to meet the minimum distribution required to maintain the Company's REIT qualification under the Internal Revenue Code. 26
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, 2003, 2002 and 2001 include the results of operations of the Company as derived from the Company's audited financial statements. The historical statements of operations for the years ended December 31, 2000 and 1999 include the results of operations of the Company as derived from the Company's audited financial statements except that the results of operations of properties that were sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 and the results of operations of properties that were classified as held for sale subsequent to December 31, 2001 are presented in discontinued operations if they met both of the following criteria: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposition and (b) the Company will not have any significant involvement in the operations of the property after the disposal transaction. The historical balance sheet data and other data as of December 31, 2003, 2002, 2001, 2000 and 1999 include the balances of the Company as derived from the Company's audited financial statements. 27
Year Year Year Year Year Ended Ended Ended Ended Ended 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 --------- --------- --------- --------- --------- (In thousands, except per share and property data) STATEMENT OF OPERATIONS DATA: Total Revenues .............................................. $ 341,381 $ 313,957 $ 318,758 $ 325,010 $ 320,808 Interest Income ............................................. 2,416 2,378 2,790 5,489 3,790 Property Expenses ........................................... (109,573) (98,145) (96,274) (95,859) (86,704) General and Administrative Expense .......................... (26,953) (19,610) (18,609) (17,129) (13,259) Interest Expense ............................................ (95,456) (90,387) (82,580) (83,925) (79,869) Amortization of Deferred Financing Costs .................... (1,764) (1,925) (1,809) (1,750) (1,362) Depreciation and Other Amortization ......................... (82,496) (68,082) (62,743) (57,632) (59,268) Loss from Early Retirement from Debt (c) .................... (1,466) (888) (10,309) - - Valuation Provision on Real Estate (a) ...................... - - (9,500) (2,900) - Equity in Income (Loss) of Joint Ventures ................... 539 463 (791) 571 302 Minority Interest Allocable to Continuing Operations ........ (958) (1,585) (1,363) (6,523) (8,359) --------- --------- --------- --------- --------- Income from Continuing Operations 25,670 36,176 37,570 65,352 76,079 Income from Discontinued Operations (Including Gain on Sale of Real Estate of $79,072 and $54,657 for the Year Ended December 31, 2003 and 2002, respectively) (b) ........ 87,875 82,338 35,799 33,102 28,122 Minority Interest Allocable to Discontinued Operations ...... (13,058) (12,318) (5,488) (5,237) (4,491) Gain on Sale of Real Estate ................................. 15,605 16,476 64,347 29,296 29,797 Minority Interest Allocable to Gain on Sale of Real Estate .. (2,319) (2,464) (9,864) (4,635) (4,759) --------- --------- --------- --------- --------- Net Income .................................................. 113,773 120,208 122,364 117,878 124,748 Redemption of Series A Preferred Stock ...................... - - (4,577) - - Redemption of Series B Preferred Stock ...................... - (3,707) - - - Preferred Stock Dividends ................................... (20,176) (23,432) (30,001) (32,844) (32,844) --------- --------- --------- --------- --------- Net Income Available to Common Stockholders ................. $ 93,597 $ 93,069 $ 87,786 $ 85,034 $ 91,904 ========= ========= ========= ========= ========= Income from Continuing Operations Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ..................................................... $ 0.49 $ 0.59 $ 1.48 $ 1.50 $ 1.80 ========= ========= ========= ========= ========= Diluted ................................................... $ 0.49 $ 0.59 $ 1.47 $ 1.49 $ 1.80 ========= ========= ========= ========= ========= Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic (e) ................................................. $ 2.43 $ 2.39 $ 2.26 $ 2.23 $ 2.43 ========= ========= ========= ========= ========= Diluted (e) ............................................... $ 2.42 $ 2.38 $ 2.24 $ 2.21 $ 2.42 ========= ========= ========= ========= ========= Distributions Per Share ..................................... $ 2.7400 $ 2.7250 $ 2.6525 $ 2.5175 $ 2.4200 ========= ========= ========= ========= ========= Weighted Average Number of Common Shares Outstanding: Basic (e) ................................................. 38,542 38,927 38,841 38,154 37,855 ========= ========= ========= ========= ========= Diluted (e) ............................................... 38,663 39,165 39,150 38,446 37,957 ========= ========= ========= ========= ========= Net Income .................................................. $ 113,773 $ 120,208 $ 122,364 $ 117,878 $ 124,748 Other Comprehensive Income (Loss): Cumulative Transition Adjustment ........................... - - (14,920) - - Settlement of Interest Rate Protection Agreements .......... - 1,772 (191) - - Mark-to-Market of Interest Rate Protection Agreements and Interest Rate Swap Agreements ......................... 251 (126) (231) - - Write-off of Unamortized Interest Rate Protection Agreements Due to Early Retirement of Debt ................ - - 2,156 - - Amortization of Interest Rate Protection Agreements ........ 198 176 805 - - --------- --------- --------- --------- --------- Comprehensive Income ........................................ $ 114,222 $ 122,030 $ 109,983 $ 117,878 $ 124,748 ========= ========= ========= ========= ========= 28
Year Year Year Year Year Ended Ended Ended Ended Ended 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 ------------ ------------ ------------ ------------ ------------ (In thousands, except per share and property data) BALANCE SHEET DATA (END OF PEROID): Real Estate, Before Accumulated Depreciation ..... $ 2,740,800 $ 2,697,269 $ 2,714,927 $ 2,440,810 $ 2,597,592 Real Estate, After Accumulated Depreciation ...... 2,391,548 2,388,781 2,438,107 2,221,109 2,386,136 Real Estate Held for Sale, Net ................... - 7,040 30,750 236,422 - Total Assets ..................................... 2,648,023 2,629,973 2,621,400 2,618,493 2,526,963 Mortgage Loans Payable, Net, Unsecured Lines of Credit and Senior Unsecured Debt, Net ............ 1,453,798 1,442,149 1,318,450 1,221,356 1,147,639 Total Liabilities ................................ 1,591,732 1,575,586 1,447,361 1,373,288 1,276,763 Stockholders' Equity ............................. 889,173 882,326 995,597 1,058,372 1,059,226 OTHER DATA: Cash Flow From Operating Activities .............. $ 99,560 $ 131,597 $ 147,091 $ 160,241 $ 176,897 Cash Flow From Investing Activities .............. 32,633 34,591 (38,761) (87,300) (10,040) Cash Flow From Financing Activities .............. (131,372) (166,188) (116,061) (67,819) (186,071) Total Properties (d) ............................. 834 908 918 969 967 Total GLA, in Square Feet (d) .................... 57,925,466 59,979,894 64,002,809 68,242,713 67,029,135 Occupancy Percentage (d) ......................... 88% 90% 91% 95% 96% (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) On January 1, 2002, the Company adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and (b) the Company will not have any significant involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. (c) On January 1, 2003, the Company adopted the Financial Accounting Standard Board's Statement of Financial Accounting Standards No. 145, "Recission of FASB Statements No. 4, 44. and 64, Amendment of FASB Statement No.13, and Technical Correction" ("FAS 145"). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4 required the classification of gains and losses resulting from the extinguishment of debt to be classified as extraordinary items. Pursuant to the adoption of FAS 145, the Company reclassified amounts shown as extraordinary for the year ended December 31, 2002 and 2001 to continuing operations. In 2002, the Company paid off and retired certain senior unsecured debt. The Company recorded a loss from the early retirement of debt of approximately $.9 million which is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of pro rata unamortized deferred financing costs and legal costs. In 2001, the Company paid off and retired certain mortgage loans and certain senior unsecured debt. The Company recorded a loss from the early retirement of debt of approximately $10.3 million which is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. (d) As of end of period and excludes properties under development. (e) In accordance with FAS 128 "Earnings Per Share", the basic weighted average shares outstanding for 2002, 2001, 2000 and 1999 have been adjusted to exclude restricted stock issued that has not vested. The diluted weighted average shares outstanding for 2002, 2001 2000 and 1999 have been adjusted to exclude restricted stock issued that has not vested except for the impact of the dilution related to restricted stock outstanding. Due to these adjustments, basic and diluted earnings per share available to common stockholders for the years ended December 31, 2002, 2001, 2000 and 1999 exceeds the basic and diluted earnings per share available to common stockholders reported in 2002's Form 10-K by $.02 per share, $.02 per share, $.03 per share, and $.01 per share, respectively. 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. In addition, the following discussion 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. 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 financing, interest rate levels, competition, supply and demand for industrial properties in the Company's current and proposed market areas, potential environmental liabilities, slippage in development or lease-up schedules, tenant credit risks, higher-than-expected costs and changes in 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. 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 (the "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. (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P., First Industrial Harrisburg, L.P., First Industrial Indianapolis, L.P., FI Development Services, L.P. and TK-SV, LTD., each of which the sole general partner 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 Operating Partnership 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, two joint ventures which invest in industrial properties. The Company, through a wholly-owned limited liability company of which the Operating Partnership is the sole member, also owned a minority equity interest in and provided asset and property management services to a third joint venture which invested in industrial properties (the "September 1999 Joint Venture"). During the year ended December 31, 2003, the September 1999 Joint Venture sold its remaining property. In conjunction with this final property sale, the final distribution was made to the partners. In May 2003, the Company, through wholly-owned limited liability companies of which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "May 2003 Joint Venture") with an institutional investor to invest in industrial properties. As of December 31, 2003, the May 2003 Joint Venture did not own any industrial properties. Management believes the Company's financial condition and results of operations are, primarily, a function of the Company's performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, redeployment of internal capital and access to external capital. The Company generates revenue primarily from rental income and tenant recoveries from the lease of industrial properties under long-term (generally three to six years) operating leases. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. The Company's revenue growth is dependent, in part, on its ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at the Company's properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to income generated from gains/losses on the sale of the Company's properties (as discussed below), for the Company's distributions. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other 30
conditions, many of which are beyond the control of the Company. The leasing of property also entails various risks, including the risk of tenant default. If the Company were unable to maintain or increase occupancy rates and rental rates at the Company's properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, the Company's revenue growth would be limited. Further, if a significant number of the Company's tenants were unable to pay rent (including tenant recoveries) or if the Company were unable to rent its properties on favorable terms, the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock would be adversely affected. The Company's revenue growth is also dependent, in part, on its ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Company continually seeks to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they lease-up, generate revenue from rental income and tenant recoveries, income from which, as discussed above, is a source of funds for the Company's distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond the control of the Company. The acquisition and development of properties also entails various risks, including the risk that the Company's investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, the Company may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, the Company faces significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including both publicly-traded real estate investment trusts and private investors. Further, as discussed below, the Company may not be able to finance the acquisition and development opportunities it identifies. If the Company were unable to acquire and develop sufficient additional properties on favorable terms or if such investments did not perform as expected, the Company's revenue growth would be limited and its financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock would be adversely affected. The Company also generates income from the sale of properties (including existing buildings, buildings which the Company has developed or re-developed on a merchant basis and land). The Company is continually engaged in, and its income growth is dependent, in part, on systematically redeploying its capital from properties and other assets with lower yield potential into properties and other assets with higher yield potential. As part of that process, the Company sells, on an ongoing basis, select stabilized properties or properties offering lower potential returns relative to their market value. The gain/loss on the sale of such properties is included in the Company's income and is a significant source of funds, in addition to revenues generated from rental income and tenant recoveries for the Company's distributions. Also, a significant portion of the proceeds from such sales is used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond the control of the Company. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of the Company's properties. Further, the Company's ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If the Company were unable to sell properties on favorable terms, the Company's income growth would be limited and its financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock would be adversely affected. Currently, the Company utilizes a portion of the net sales proceeds from property sales, as well as borrowings under its $300 million unsecured line of credit (the "Unsecured Line of Credit"), to finance future acquisitions and developments. Nonetheless, access to external capital on favorable terms plays a key role in the Company's financial condition and results of operations, as it impacts the Company's cost of capital and its ability, and cost, to refinance existing indebtedness as it matures and to fund future acquisitions and developments, if the Company chooses to do so, through the issuance of additional equity securities. The Company's ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on the Company's capital stock and debt, the market's perception of the Company's growth potential, the Company's current and potential future earnings and cash distributions and the market price of the Company's capital stock. If the Company were unable to access external capital on favorable terms, the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock would be adversely affected. 31
CRITICAL ACCOUNTING POLICIES The Company's significant accounting policies are described in more detail in Note 3 to the Consolidated Financial Statements. 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 on estimates of potential losses which could result from the inability of the Company's tenants to satisfy outstanding billings with the Company. The allowance for doubtful accounts is an estimate based on the Company's assessment of the creditworthiness of its tenants. - Properties are classified as held for sale when the Company has entered into a binding contract to sell such properties. When properties are classified as held for sale, the Company ceases depreciating the properties and estimates the values of such properties and measures them at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify such property as held and used. The Company estimates the value of such property and measures it at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. - The Company reviews its properties on a quarterly basis for possible impairment and provides a provision if impairments are determined. The Company utilizes the guidelines established under Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144") to determine if impairment conditions exist. The Company reviews the expected undiscounted cash flows of each property to determine if there are any indications of impairment. The review of anticipated cash flows involves subjective assumptions of estimated occupancy and rental rates and ultimate residual value; accordingly, the anticipated cash flows may not ultimately be achieved. - The Company is engaged in the acquisition of individual properties as well as multi-property portfolios. In accordance with Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141"), the Company is required to allocate purchase price between land, building, tenant improvements, leasing commissions, intangible assets and above and below market leases. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rents for each corresponding in-place lease. Acquired above and below market leases are amortized over the remaining non-cancelable terms of the respective leases. The Company also must allocate purchase price on multi-property portfolios to individual properties. The allocation of purchase price is based on the Company's assessment of various characteristics of the markets where the property is located and the expected cash flows of the property. RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 2003 TO YEAR ENDED DECEMBER 31, 2002 At December 31, 2003, the Company owned 834 in-service industrial properties with approximately 57.9 million square feet of gross leasable area ("GLA"), 88.4% of which was occupied, compared to 908 in-service industrial properties with approximately 60.0 million square feet of GLA, 89.5% of which was occupied, at December 31, 2002. During 2003, the Company acquired 64 in-service industrial properties containing approximately 6.6 million square feet of GLA, completed development of 11 industrial properties totaling approximately 1.3 million square feet of GLA and sold 125 in-service industrial properties totaling approximately 7.1 million square feet of GLA, five out of service industrial properties and several land parcels. The Company also took 30 industrial properties out of service that are under redevelopment, comprising approximately 3.4 million square feet of GLA, and placed in service six industrial properties comprising approximately .5 million square feet of GLA. The tables below summarize the Company's revenues, property expenses and depreciation and amortization by source. Same store properties are in-service properties owned prior to January 1, 2002. Acquired properties are in-service properties that were acquired subsequent to December 31, 2001. During 2003 and 2002, the Company acquired 154 industrial properties totaling approximately 12.3 million square feet of GLA at a total purchase price of $466.2 million. Sold properties are properties that were sold subsequent to December 31, 2001. During 2003 and 2002, the Company sold 244 industrial properties totaling approximately 19.3 million square feet of GLA for gross sales proceeds of $837.2 million. Properties that are not placed in-service are properties that have not been placed in-service as of December 31, 2001. These properties are placed in-service as they reach stabilized occupancy. Other revenues are derived from the operations of the Company's maintenance company, fees earned from the Company's joint ventures, fees earned for developing properties for third parties and other miscellaneous revenues. Other expenses are derived from the operations of the Company's maintenance company and other miscellaneous expenses. 32
The Company's future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. The Company's future revenues and expenses may vary materially from historical rates. In 2003, the Company's revenues were impacted by a soft leasing market attributable to a weak economy. For the five years ended December 31, 2003, industrial properties in the United States recorded occupancy rates ranging from 88.4% to 93.4%, with an occupancy rate of 88.4% at December 31, 2003, and rental rate growth ranging from (4.1%) to 9.8%, with an annual rental growth rate of (4.0%) for 2003.(*) At December 31, 2003 and 2002, the occupancy rates of the Company's in-service properties were 88.4% and 89.5%, respectively. For the year ended December 31, 2003 and 2002, the Company's cash on cash rental rate change on new leases and renewals was (5.5%) and 2.8% respectively. Revenues from same store properties decreased $3.8 million, or 1.4% due primarily to a decrease in occupancy and rental rates on new leases. Revenues from acquired properties increased $24.6 million, or 158.6% due to properties acquired subsequent to December 31, 2001. Revenues from sold properties decreased $39.9 million, or 61.1% due to properties sold subsequent to December 31, 2001. 2003 2002 $ CHANGE % CHANGE --------- --------- --------- --------- REVENUES ($ IN 000's) Same Store Properties............. $ 269,252 $ 273,080 $ (3,828) -1.4% Acquired Properties............... 40,082 15,501 24,581 158.6% Sold Properties................... 25,401 65,286 (39,885) -61.1% Properties not placed in-service.. 17,163 7,282 9,881 135.7% Other ............................ 9,661 8,074 1,587 19.7% --------- --------- --------- --------- 361,559 369,223 (7,664) -2.1% Discontinued Operations........... (20,178) (55,266) 35,088 -63.5% --------- --------- --------- --------- Total Revenues ............... $ 341,381 $ 313,957 $ 27,424 8.7% ========= ========= ========= ========= - ---------- (*) Source: Torto Wheaton Research 33
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. The increase in property expenses from same store properties is due primarily to an increase in repairs and maintenance expense, utilities expense and insurance expense, partially offset by a decrease in real estate tax expense. Due to a harsh winter in many of the Company's markets in 2003, the Company experienced an increase in repairs and maintenance due primarily to an increase in snow removal, as well as an increase in utilities expense due to an increase in utility usage and utility rates. The increase in insurance expense is due primarily to an increase in insurance premiums. The decrease in real estate tax expense is due to a decrease in real estate taxes in certain of the Company's markets. Property expenses from acquired properties increased by $6.9 million, or 184.7% due to properties acquired subsequent to December 31, 2001. Property expenses from sold properties decreased by $12.3 million, or (58.6%) due to properties sold subsequent to December 31, 2001. 2003 2002 $ CHANGE %CHANGE --------- --------- --------- --------- PROPERTY EXPENSES ($ IN 000's) Same Store Properties............... $ 85,585 $ 83,673 $ 1,912 2.3% Acquired Properties ................ 10,635 3,735 6,900 184.7% Sold Properties .................... 8,666 20,922 (12,256) -58.6% Properties not placed in-service ... 6,971 2,847 4,124 144.9% Other .............................. 5,006 3,858 1,148 29.8% --------- --------- --------- --------- 116,863 115,035 1,828 1.6% Discontinued Operations ............ (7,290) (16,890) 9,600 -56.8% --------- --------- --------- --------- Total Property Expenses .. .... $ 109,573 $ 98,145 $ 11,428 11.6% ========= ========= ========= ========= General and administrative expense increased by approximately $7.3 million due primarily to increases in employee compensation and additional employees in 2003, as well as an increase in the Company's state tax provision, marketing and promotional expense and costs related to unsuccessful acquisitions and dispositions. Amortization of deferred financing costs remained relatively unchanged. The increase in depreciation and other amortization for the same store properties is primarily due to a net increase in leasing commissions and tenant improvements paid in 2003 and 2002. Depreciation and other amortization from acquired properties increased by $6.0 million, or 238.0% due to properties acquired subsequent to December 31, 2001. Depreciation and other amortization from sold properties decreased by $7.0 million, or (58.4%) due to properties sold subsequent to December 31, 2001. 2003 2002 $ CHANGE %CHANGE --------- --------- --------- --------- DEPRECIATION AND OTHER AMORTIZATION ($ IN 000's) Same Store Properties......................... $ 66,822 $ 61,550 $ 5,272 8.6% Acquired Properties .......................... 8,483 2,510 5,973 238.0% Sold Properties .............................. 4,946 11,881 (6,935) -58.4% Properties not placed in-service and Other.... 5,094 1,452 3,642 250.8% Corporate FF&E................................ 1,236 1,384 (148) -10.7% -------- --------- --------- ------ 86,581 78,777 7,804 9.9% Discontinued Operations ...................... (4,085) (10,695) 6,610 -61.8% -------- --------- --------- ------ Total Depreciation and Other Amortization ....................... $ 82,496 $ 68,082 $ 14,414 21.2% ======== ========= ========= ====== Interest income remained relatively unchanged. Interest expense increased by approximately $5.1 million due primarily to an increase in the weighted average debt balance outstanding for the year ended December 31, 2003 ($1,455.8 million) as compared to the year ended December 31, 2002 ($1,433.0 million) and a decrease in capitalized interest for the year ended December 31, 2003 due to a decrease in development activities. This was partially offset by a decrease in the weighted average interest rate for the year ended December 31, 2003 (6.61%) as compared to the year ended December 31, 2002 (6.85%). 34
The loss on early retirement of debt of approximately $1.5 million for the year ended December 31, 2003 is comprised of the write-off of unamortized deferred financing costs related to the early pay off and retirement of the 1995 Mortgage Loan (defined hereafter). The approximate $.9 million loss on early retirement of debt for the year ended December 31, 2002 is due to the early retirement of senior unsecured debt. The loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of pro rata unamortized deferred financing costs and legal costs. Equity in income of joint ventures remained relatively unchanged. The $15.6 million gain on sale of real estate for the year ended December 31, 2003 resulted from the sale of 10 industrial properties and several land parcels that do not meet the criteria established by FAS 144 for inclusion in discontinued operations. The $16.5 million gain on sale of real estate for the year ended December 31, 2002 resulted from the sale of 28 industrial properties and several land parcels that do not meet the criteria established by FAS 144 for inclusion in discontinued operations. Income from discontinued operations for the year ended December 31, 2003 reflects the results of operations and gain on sale of real estate of $79.1 million relating to 120 industrial properties that were sold during the year ended December 31, 2003. Income from discontinued operations for the year ended December 31, 2002 reflects the results of operations of 120 industrial properties that were sold during the year ended December 31, 2003 and 86 industrial properties that were sold during the year ended December 31, 2002 as well as the gain on sale of real estate of $54.7 million from the 86 industrial properties which were sold during the year ended December 31, 2002. YEAR ENDED DECEMBER 31, ----------------------- 2003 2002 -------- -------- ($ in 000's) Total Revenues .................... $ 20,178 $ 55,266 Operating Expenses ................ (7,290) (16,890) Depreciation and Amortization ..... (4,085) (10,695) Gain on Sale of Real Estate ....... 79,072 54,657 -------- -------- Income from Discontinued Operations $ 87,875 $ 82,338 ======== ======== COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001 At December 31, 2002, the Company owned 908 in-service industrial properties with approximately 60.0 million square feet of GLA, compared to 918 in-service industrial properties with approximately 64.0 million square feet of GLA at December 31, 2001. During 2002, the Company acquired 90 in-service industrial properties containing approximately 5.7 million square feet of GLA, completed development of 17 industrial properties totaling approximately 3.2 million square feet of GLA and sold 110 in-service industrial properties totaling approximately 11.3 million square feet of GLA, four out of service industrial properties and several land parcels. The Company also took nine industrial properties out of service, comprising approximately 1.8 million square feet of GLA, and placed in service two industrial properties comprising approximately .2 million square feet of GLA. The tables below summarize the Company's revenues, property expenses and depreciation and amortization by source. Same store properties are in-service properties owned prior to January 1, 2001. Acquired properties are in-service properties that were acquired subsequent to December 31, 2000. During 2002 and 2001, the Company acquired 169 industrial properties totaling approximately 10.1 million square feet of GLA at a total purchase price of $449.2 million. Sold properties are properties that were sold subsequent to December 31, 2000. During 2002 and 2001, the Company sold 246 industrial properties totaling approximately 20.9 million square feet of GLA for gross sales proceeds of $831.2 million. Properties that are not placed in-service are properties that have not been placed in-service as of December 31, 2000. These properties will be placed in-service when they have reached stabilized occupancy. Other revenues are derived from the operations of the Company's maintenance company, fees earned from the Company's joint ventures, fees earned for developing properties for third parties and other miscellaneous revenues. Other expenses are derived from the operations of the Company's maintenance company and other miscellaneous expenses. In 2002, the Company's revenues were impacted by a soft leasing market attributable to a weak economy. For the five years ended December 31, 2002, industrial properties in the United States recorded occupancy rates ranging from 88.9% to 93.4% with an occupancy rate of 88.9% at December 31, 2002 and rental rate growth ranging from (4.1%) to 9.8%, with an annual rental rate growth rate of (4.1%) for 2002(*). At December 31, 2002 and 2001, the occupancy rates of the Company's in-service properties were 89.5% and 91.4%, respectively. For the year ended December 31, 2002 and 2001, the Company's cash on cash rental rate change on new leases and renewals was 2.8% and 8.0% respectively. Revenues from same store properties decreased $3.5 million, or 1.3% due primarily to a decrease in occupancy and rental rates on new leases. Revenues from acquired properties increased $28.8 million, or 229.2% due to properties acquired subsequent to December 31, 2000. Revenues from sold properties decreased $42.0 million, or 59.2% due to properties sold subsequent to December 31, 2000. - ---------- (*) Source: Torto Wheaton Research 35
2002 2001 $ CHANGE % CHANGE --------- --------- --------- --------- REVENUES ($ IN 000's) Same Store Properties............... $ 278,240 $ 281,769 $ (3,529) -1.3% Acquired Properties ................ 41,420 12,583 28,837 229.2% Sold Properties .................... 29,013 71,057 (42,044) -59.2% Properties not placed in-service ... 12,476 10,506 1,970 18.8% Other .............................. 8,074 10,505 (2,431) -23.1% --------- --------- --------- --------- 369,223 386,420 (17,197) -4.5% Discontinued Operations ............ (55,266) (67,662) 12,396 -18.3% --------- --------- --------- --------- Total Revenues ............... $ 313,957 $ 318,758 $ (4,801) -1.5% ========= ========= ========= ========= 36
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased by approximately $4.0 million or 4.9% due primarily to an increase in repairs and maintenance expense, insurance expense and other expense. The increase in repairs and maintenance expense is due primarily to an increase in maintenance company expenses and related costs. The increase in insurance is due primarily to an increase in insurance premiums. The increase in other expense is primarily due to an increase in bad debt expense for the year ended December 31, 2002. Property expenses from acquired properties increased by approximately $8.2 million or 262.6% due to properties acquired subsequent to December 31, 2000. Property expenses from sold properties decreased by $11.6 million, or (54.0%) due to properties sold subsequent to December 31, 2000. 2002 2001 $ CHANGE % CHANGE --------- --------- --------- --------- PROPERTY EXPENSES ($ IN 000's) Same Store Properties............... $ 85,291 $ 81,296 $ 3,995 4.9% Acquired Properties ................ 11,260 3,105 8,155 262.6% Sold Properties .................... 9,912 21,538 (11,626) -54.0% Properties not placed in-service ... 4,714 3,649 1,065 29.2% Other .............................. 3,858 5,026 (1,168) -23.2% --------- --------- --------- --------- 115,035 114,614 421 0.4% Discontinued Operations ............ (16,890) (18,340) 1,450 -7.9% --------- --------- --------- --------- Total Property Expenses ........ $ 98,145 $ 96,274 $ 1,871 1.9% ========= ========= ========= ========= General and administrative expense increased by approximately $1.0 million due primarily to increases in employee compensation and additional employees for the year ended December 31, 2002 as compared to the year ended December 31, 2001, partially offset by the write-off of the Company's technology initiative investment of approximately $.7 million during the year ended December 31, 2001. Amortization of deferred financing costs remained relatively unchanged. The valuation provision on real estate of approximately $9.5 million for the year ended December 31, 2001 represents a valuation provision on certain properties located in the Columbus, Ohio, Des Moines, Iowa and Indianapolis, Indiana markets. The increase in depreciation and other amortization for the same store properties is primarily due to a net increase in leasing commissions and tenant improvements paid in 2002 and 2001. Depreciation and other amortization from acquired properties increased $5.0 million, or 241.5% due to properties acquired subsequent to December 31, 2000. Depreciation and other amortization from sold properties decreased by $7.1 million, or (60.8%) due to properties sold subsequent to December 31, 2000. 2002 2001 $ CHANGE % CHANGE -------- -------- -------- -------- DEPRECIATION AND OTHER AMORTIZATION ($ IN 000's) Same Store Properties............... $ 63,234 $ 58,320 $ 4,914 8.4% Acquired Properties ................ 7,022 2,056 4,966 241.5% Sold Properties .................... 4,573 11,668 (7,095) -60.8% Properties not placed in-service and Other....... 2,564 2,998 (434) -14.5% Corporate FF&E................................... 1,384 1,224 160 13.1% -------- -------- -------- -------- .................................................. 78,777 76,266 2,511 3.3% Discontinued Operations ......................... (10,695) (13,523) 2,828 -20.9% -------- -------- -------- -------- Total Depreciation and Other Amortization ......................... $ 68,082 $ 62,743 $ 5,339 8.5% ======== ======== ======== ======== Interest income remained relatively unchanged. Interest expense increased by approximately $7.8 million for the year ended December 31, 2002 as compared to the year ended December 31, 2001 due primarily to an increase in the weighted average debt balance outstanding for 37
the year ended December 31, 2002 ($1,433.0 million) as compared to the year ended December 31, 2001 ($1,310.3 million) and a decrease in capitalized interest for the year ended December 31, 2002 due to a decrease in development activities. This was partially offset by a decrease in the weighted average interest rate for the year ended December 31, 2002 (6.85%) as compared to the year ended December 31, 2001 (7.06%). The approximate $.9 million loss from retirement of debt for the year ended December 31, 2002 is due to the early retirement of senior unsecured debt. The loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of pro rata unamortized deferred financing costs and legal costs. The $10.3 million loss from retirement of debt for the year ended December 31, 2001 is due to the early retirement of senior unsecured debt and various mortgage loans. The loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. Equity in income of joint ventures increased by approximately $1.3 million due primarily to the increase in gain on sale of real estate of one of the Company's joint ventures, the start-up of one of the Company's joint ventures in December 2001 and the Company recognizing its proportionate interest in a valuation provision recognized in one of the Company's joint ventures during the year ended December 31, 2001, offset by a loss on the sale of real estate of one of the Company's joint ventures. The approximate $16.5 million gain on sale of real estate for the year ended December 31, 2002 resulted from the sale of 12 industrial properties that were identified as held for sale at December 31, 2001, 16 industrial properties that were sold to one of the Company's joint ventures and several land parcels. 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. Income from discontinued operations of approximately $82.3 million for the year ended December 31, 2002 reflects the results of operations of 120 industrial properties that were sold during the year ended December 31, 2003 and 86 industrial properties that were sold during the year ended December 31, 2002 as well as the gain on sale of real estate of $54.7 million on sale of real estate from the 86 industrial properties which were sold during the year ended December 31, 2002. Income from discontinued operations of approximately $35.8 million for the year ended December 31, 2001 reflects the results of operations of 120 industrial properties that were sold during the year ended December 31, 2003 and 86 industrial properties that were sold during the year ended December 31, 2002. YEAR ENDED DECEMBER 31, ----------------------- 2002 2001 -------- -------- ($ in 000's) Total Revenues ....................... $ 55,266 $ 67,662 Operating Expenses ................... (16,890) (18,340) Depreciation and Amortization ........ (10,695) (13,523) Gain on Sale of Real Estate .......... 54,657 - -------- -------- Income from Discontinued Operations... $ 82,338 $ 35,799 ======== ======== 38
LIQUIDITY AND CAPITAL RESOURCES At December 31, 2003, the Company's cash and cash equivalents was approximately $.8 million and restricted cash was approximately $82.0 million. Restricted cash is comprised of gross proceeds from the sales of certain industrial properties. These sales proceeds will be disbursed as the Company exchanges industrial properties under Section 1031 of the Internal Revenue Code. 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's 7.375% Notes due in 2011, in aggregate principal amount of $100 million (the "Trust Notes"), are redeemable on May 15, 2004 at the option of the holder in the event that the holder of a call option with respect to the Trust Notes fails to exercise such option on or before May 1, 2004. In the event the Trust Notes are redeemed, the Company would satisfy such redemption through the issuance of additional debt. With the exception of the Trust Notes, the 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, the issuance of long-term unsecured indebtedness and the issuance of additional equity securities. As of December 31, 2003 and March 5, 2004, $589.2 million of common stock, preferred stock and depositary shares and approximately $250.0 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 Unsecured Line of Credit. At December 31, 2003, borrowings under the Unsecured Line of Credit bore interest at a weighted average interest rate of 2.207%. As of March 5, 2004, the Company had approximately $70.9 million available in additional borrowings under the Unsecured Line of Credit. The Unsecured Line of Credit bears interest at a floating rate of LIBOR plus .70% or the Prime Rate, at the Company's election. The Unsecured Line of Credit contains certain financial covenants relating to debt service coverage, market value net worth, dividend payout ratio and total funded indebtedness. The Company's access to borrowings may be limited if it fails to meet any of these covenants. Also, the Company's borrowing rate on its Unsecured Line of Credit may increase in the event of a downgrade on the Company's unsecured notes by the rating agencies. The Company currently has credit ratings from Standard & Poor's, Moody's and Fitch Rating of BBB/ Baa2/BBB, respectively. The Company's goal is to maintain its existing credit ratings. In the event of a downgrade, management believes the Company would continue to have access to sufficient liquidity; however, the Company's cost of borrowing would increase and its ability to access certain financial markets may be limited. YEAR ENDED DECEMBER 31, 2003 Net cash provided by operating activities of approximately $99.6 million for the year ended December 31, 2003 was comprised primarily of net income before minority interest of approximately $130.1 million, offset by adjustments for non-cash items of approximately $2.5 million and by the net change in operating assets and liabilities of approximately $28.0 million. The adjustments for the non-cash items of approximately $2.5 million are primarily comprised of depreciation and amortization of approximately $93.5 million and a loss on the early retirement of the 1995 Mortgage Loan (defined hereinafter) due to the write-off of unamortized deferred financing costs of approximately $1.5 million, substantially offset by the gain on sale of real estate of approximately $94.7 million, the effect of the straight-lining of rental income of approximately $2.6 million and a decrease of the bad debt provision of approximately $.2 million. Net cash provided by investing activities of approximately $32.6 million for the year ended December 31, 2003 was comprised primarily of the net proceeds from the sale of real estate, the repayment of mortgage loans receivable and distributions from three of the Company's industrial real estate joint ventures, partially offset by the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, an increase in restricted cash that is held by an intermediary for Section 1031 exchange purposes and contributions to and investments in one of the Company's industrial real estate joint ventures. During the year ended December 31, 2003, the Company sold 130 industrial properties comprising approximately 7.4 million square feet of GLA and several land parcels. Ten of the 130 sold industrial properties comprising approximately 1.4 million square feet of GLA were sold to the December 2001 Joint Venture. Gross proceeds from the sales of the 130 industrial properties and several land parcels were approximately $394.4 million. During the year ended December 31, 2003, the Company acquired 64 industrial properties comprising, in the aggregate, approximately 6.6 million square feet of GLA and several land parcels for an aggregate purchase price of approximately $230.4 million, excluding costs incurred in conjunction with the acquisition of the properties. The Company also completed the development of 11 industrial properties comprising approximately 1.3 million square feet of GLA at a cost of approximately $64.9 million. The Company, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, invested approximately $5.6 million and received distributions of approximately $3.4 million from the Company's three industrial real estate joint ventures. As of December 31, 2003, the Company's industrial real estate joint ventures owned 80 industrial properties comprising approximately 8.0 million square feet of GLA. Net cash used in financing activities of approximately $131.4 million for the year ended December 31, 2003 was comprised primarily of the repayments on mortgage loans payable, the repurchase of restricted stock from employees 39
of the Company to pay for withholding taxes on the vesting of restricted stock, the purchase of treasury shares, common and preferred stock dividends and unit distributions and debt issuance costs, partially offset by the net borrowings under the Company's Unsecured Line of Credit, the net proceeds from the exercise of stock options and proceeds from the maturity of U.S. Government securities that were used as substitute collateral to execute a legal defeasance of a portion of the 1995 Mortgage Loan (defined hereinafter). On December 29, 1995, the Company, through the Mortgage Partnership, an entity in which the Operating Partnership is the sole limited partner and a wholly-owned subsidiary of the Company is the general partner, entered into a $40.2 million mortgage loan (the "1995 Mortgage Loan"). On January 13, 2003, the Company, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan. On May 1, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $14.2 million (the "Acquisition Mortgage Loan X"). The Acquisition Mortgage Loan X is collateralized by one property in Hagerstown, Maryland, bears interest at a fixed interest rate of 8.25% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan X matures on December 1, 2010. In conjunction with the assumption of the Acquisition Mortgage Loan X, the Company recorded a premium in the amount of $2.9 million which will be amortized over the remaining life of the Acquisition Mortgage Loan X as an adjustment to interest expense. 40
On March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, the Company paid first, second, third and fourth quarter 2003 dividends of $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"), $49.688 per share (equivalent to $.49688 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 March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 totaled approximately $5.0 million per quarter. On January 27, 2003, the Company and the Operating Partnership paid a fourth quarter 2002 distribution of $.6850 per common share/Unit, totaling approximately $31.1 million. On April 21, 2003, the Company and the Operating Partnership paid a first quarter 2003 dividend/distribution of $.6850 per common share/Unit, totaling approximately $31.5 million. On July 21, 2003, the Company and the Operating Partnership paid a second quarter 2003 dividend/distribution of $.6850 per common share/Unit, totaling approximately $31.6 million. On October 20, 2003, the Company and the Operating Partnership paid a third quarter 2003 dividend/distribution of $.6850 per common share/Unit, totaling approximately $31.7 million. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $4.3 million (the "Acquisition Mortgage Loan XI"). The Acquisition Mortgage Loan XI is collateralized by one property in Downers Grove, Illinois, bears interest at a fixed rate of 7.61% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan XI matures on May 1, 2012. In conjunction with the assumption of the Acquisition Mortgage Loan XI, the Company recorded a premium in the amount of $.6 million which will be amortized over the remaining life of the Acquisition Mortgage Loan XI as an adjustment to interest expense. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $2.3 million (the "Acquisition Mortgage Loan XII"). The Acquisition Mortgage Loan XII is collateralized by one property in Indianapolis, Indiana, bears interest at a fixed rate of 7.54% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan XII matures on January 1, 2012. In conjunction with the assumption of the Acquisition Mortgage Loan XII, the Company recorded a premium in the amount of $.3 million which will be amortized over the remaining life of the Acquisition Mortgage Loan XII as an adjustment to interest expense. During the year ended December 31, 2003, the Company repurchased 37,300 shares of its common stock at a weighted average price of approximately $26.73 per share. For the year ended December 31, 2003, certain employees of the Company exercised 531,473 non-qualified employee stock options. Gross proceeds to the Company were approximately $14.8 million. During the year ended December 31, 2003, the Company awarded 692,888 shares of restricted common stock to certain employees and 11,956 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $20.6 million on the date of grant. The restricted common stock vests over periods from one to ten years. Compensation expense will be charged to earnings over the respective vesting periods. 41
CONTRACTUAL OBLIGATIONS AND COMMITMENTS The following table lists our contractual obligations and commitments as of December 31, 2003 (In thousands): Payments Due by Period Less than Over Total 1 Year 1-3 Years 3-5 Years 5 Years ---------- ---------- ---------- ---------- ---------- Operating and Ground Leases* ........... $ 51,252 $ 1,924 $ 3,367 $ 2,020 $ 43,941 Deferred Purchase Price - Property ..... 10,425 10,425 - - - Real Estate Development* ............... 33,854 33,854 - - - Long-term Debt ......................... 1,453,039 1,232 402,862 153,013 895,932 Interest Expense on Long-Term Debt* .... 999,595 96,701 182,853 136,694 583,347 ---------- ---------- ---------- ---------- ---------- Total .................................. $2,548,165 $ 144,136 $ 589,082 $ 291,727 $1,523,220 ========== ========== ========== ========== ========== * Not on balance sheet. OFF-BALANCE SHEET ARRANGEMENTS Letters of credit are issued in most cases as pledges to governmental entities for development purposes or to support purchase obligations. At December 31, 2003 the Company has $ 17.8 million in outstanding letters of credit, of which $7.4 million are not reflected as liabilities on the Company's Balance Sheet. The Company has no other off-balance sheet arrangements other than those disclosed on the previous Contractual Obligations and Commitments table. ENVIRONMENTAL The Company incurred environmental costs of approximately $.1 million and approximately $.1 million in 2003 and 2002, respectively. The Company estimates 2004 costs of approximately $.1 million. The Company estimates that the aggregate cost which needs to be expended in 2004 and beyond with regard to currently identified environmental issues will not exceed approximately $1.3 million, a substantial amount of which will be the primary responsibility of the tenant, the seller to the 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 six 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 RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The ratio of earnings to fixed charges and preferred stock dividends was 1.18, 1.15 and 1.46 for the years ended December 31, 2003, 2002 and 2001, respectively. The ratio of earnings to fixed charges and preferred stock dividends between fiscal years 2003 and 2002 remained relatively unchanged. The decrease in earnings to fixed charges and preferred stock dividends between fiscal years 2002 and 2001 is primarily due to a decrease in gain on sale of real estate in 2002, a decrease in income from continuing operations in fiscal year 2002 due to a decrease in rental income and tenant recoveries and other income and by an increase in depreciation and amortization expense for fiscal year 2002 as compared to fiscal year 2001, slightly offset by a valuation provision on real estate recognized in fiscal year 2001 as discussed in "Results of Operations" above. 42
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, 2003 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, 2003, $1,257.9 million (approximately 86.5% of total debt at December 31, 2003) of the Company's debt was fixed rate debt and $195.9 million (approximately 13.5% of total debt at December 31, 2003) was variable rate debt. The Company also has 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, 2003, 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, 2003 by approximately $47.5 million to $1,334.4 million. A 10% decrease in interest rates would increase the fair value of the fixed rate debt at December 31, 2003 by approximately $51.5 million to $1,433.4 million. A 10% increase in interest rates would decrease the fair value of the Written Option at December 31, 2003 by approximately $2.8 million to $13.5 million. A 10% decrease in interest rates would increase the fair value of the Written Option at December 31, 2003 by approximately $2.9 million to $19.2 million. SUBSEQUENT EVENTS On January 20, 2004, the Company and the Operating partnership paid a fourth quarter 2003 distribution of $.6850 per share, totaling approximately $31.9 million. On February 25, 2004, the Company declared a first quarter 2004 distribution of $.6850 per common share/unit on its common stock/units which is payable on April 19, 2004. The Company also declared first quarter 2004 dividends of $53.906 per share ($.53906 per Depositary share), $49.688 per share ($.49688 per Depositary share) and $49.375 per share ($.49375 per Depositary share) on its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, totaling, in the aggregate, approximately $5.0 million, which is payable on March 31, 2004. From January 1, 2004 to March 5, 2004, the Company awarded 1,221 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $.04 million on the date of grant. The restricted common stock vests over ten years. Compensation expense will be charged to earnings in the Company's consolidated statements of operations over the respective vesting period. From January 1, 2004 to March 5, 2004, the Company acquired or completed development of nine industrial properties for a total estimated investment of approximately $48.1 million. The Company also sold one land parcel for approximately $.2 million of gross proceeds during this period. 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, 2003, this relative received approximately $.1 million in brokerage commissions paid by the Company. OTHER In January 2003, the FASB issued FIN 46, which provides guidance on how to identify a variable interest entity (VIE) and determines when the assets, liabilities, non-controlling interests, and results of operations of a VIE are to be included in an entity's consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. In December 2003, the FASB reissued FIN 46 with certain modifications and clarifications. Application of this guidance was effective for interests in certain VIEs commonly referred to as special-purpose entities ("SPEs") as of December 31, 2003. Application for all other types of entities is required for periods ending after March 15, 2004, unless previously applied. The Company does not believe that the application of FIN 46 will have an impact on its financial position, results of operations, or liquidity. On January 1, 2003, the Company adopted the FASB's Statement of Financial Accounting Standard No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4 required the classification of gains and losses resulting from extinguishment of debt to be classified as extraordinary items. Pursuant to the adoption of FAS 145, the Company reclassified amounts shown as extraordinary for the years ended December 31, 2002 and 2001 to continuing operations. In July 2003, the Securities and Exchange Commission (the "SEC") issued a clarification on Emerging Issues Task Force ("EITF") Abstract, Topic No. D 42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock" ("EITF 42"). This clarification of EITF 42, states for the purpose of calculating the excess of (1) fair value of the consideration transferred to the holders of the preferred stock over (2) the carrying amount of the preferred stock in the balance sheet, the carrying amount of the preferred stock should be reduced by 43
the issuance costs of the preferred stock. This clarification was effective in the first fiscal period ending after June 15, 2003 and requires prior periods presented to be restated. Pursuant to EITF 42, the Company restated net income available to common stockholders and net income available to common stockholders per share amounts for the years ended December 31, 2002 and 2001 by reducing net income available to common stockholders for the initial issuance costs related to the redemption of the Company's 8.75%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock") on May 14, 2002 and the redemption of the Company's 9.5%, $.01 par value, Series A Cumulative Preferred Stock, (the "Series A Preferred Stock") on April 9, 2001. The impact of the adoption of EITF 42 for the years ended December 31, 2002 and 2001 was a reduction of basic Earnings Per Share ("EPS") of $.08 and $.11, respectively, and a reduction of diluted EPS of $.08 and $.12, respectively. RISK FACTORS The Company's operations involve various risks that could adversely affect its financial condition, results of operations, cash flow, ability to pay distributions on its common stock and the market price of its common stock. These risks, among others contained in the Company's other filings with the Securities and Exchange Commission, include: REAL ESTATE INVESTMENTS' VALUE FLUCTUATES DEPENDING ON CONDITIONS IN THE GENERAL ECONOMY AND THE REAL ESTATE BUSINESS. THESE CONDITIONS MAY LIMIT THE COMPANY'S REVENUES AND AVAILABLE CASH. The factors that affect the value of the Company's real estate and the revenues the Company derives from its properties include, among other things: - general economic climate; - local conditions such as oversupply or a reduction in demand in the area; - the attractiveness of the properties to tenants; - tenant defaults; - zoning or other regulatory restrictions; - competition from other available real estate; - our ability to provide adequate maintenance and insurance; and - increased operating costs, including insurance premiums and real estate taxes. MANY REAL ESTATE COSTS ARE FIXED, EVEN IF INCOME FROM PROPERTIES DECREASES. The Company's financial results depend on leasing space in the Company's real estate properties to tenants on terms favorable to the Company. The Company's income and funds available for distribution to its stockholders will decrease if a significant number of the Company's tenants cannot pay their rent or the Company is unable to rent properties on favorable terms. In addition, if a tenant does not pay its rent, the Company might not be able to enforce its rights as landlord without delays and the Company might incur substantial legal costs. Costs associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment. For the year ended December 31, 2003, approximately 76.2% of the Company's gross revenues from continuing operations came from rentals of real property. THE COMPANY MAY BE UNABLE TO SELL PROPERTIES WHEN APPROPRIATE BECAUSE REAL ESTATE INVESTMENTS ARE NOT AS LIQUID AS CERTAIN OTHER TYPES OF ASSETS. Real estate investments generally cannot be sold quickly and, therefore, will tend to limit the Company's ability to vary its property portfolio promptly in response to changes in economic or other conditions. The inability to respond promptly to changes in the performance of the Company's property portfolio could adversely affect the Company's financial condition and ability to service debt and make distributions to its stockholders. In addition, like other companies qualifying as REITs under the Internal Revenue Code, the Company must comply with the safe harbor rules relating to the number of properties disposed of in a year, their tax bases and the cost of improvements made to the properties, or meet other tests which enable a REIT to avoid punitive taxation on the sale of assets. Thus, the Company's ability at any time to sell assets may be restricted. THE COMPANY MAY BE UNABLE TO SELL PROPERTIES ON ADVANTAGEOUS TERMS. The Company has sold to third parties a significant number of properties in recent years and, as part of its business, the Company intends to continue to sell properties to third parties. The Company's ability to sell properties on advantageous terms depends on factors beyond the Company's control, including competition from other sellers and the availability of attractive financing for potential buyers of the Company's properties. If the Company is unable to sell properties on favorable terms or redeploy the proceeds of property sales in accordance with the Company's 44
business strategy, then the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock could be adversely affected. The Company has also sold to its joint ventures a significant number of properties in recent years and, as part of its business, the Company intends to continue to sell properties to its joint ventures as opportunities arise. If the Company does not have sufficient properties available that meet the investment criteria of current or future joint ventures, or if the joint ventures have reduced or no access to capital on favorable terms, then such sales could be delayed or prevented, adversely affecting the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock. For the year ended December 31, 2003, gains on sales of properties accounted for approximately 72.8% of the Company's net income. THE COMPANY MAY BE UNABLE TO ACQUIRE PROPERTIES ON ADVANTAGEOUS TERMS OR ACQUISITIONS MAY NOT PERFORM AS THE COMPANY EXPECTS. The Company acquires and intends to continue to acquire primarily industrial properties. The acquisition of properties entails various risks, including the risks that the Company's investments may not perform as expected and that the Company's cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, the Company faces significant competition for attractive investment opportunities from other well-capitalized real estate investors, including both publicly-traded real estate investment trusts and private investors. This competition increases as investments in real estate become increasingly attractive relative to other forms of investment. As a result of competition, the Company may be unable to acquire additional properties as it desires or the purchase price may be significantly elevated. In addition, the Company expects to finance future acquisitions through a combination of borrowings under the Company's Unsecured Line of Credit, proceeds from equity or debt offerings by the Company and proceeds from property sales, which may not be available and which could adversely affect the Company's cash flow. Any of the above risks could adversely affect the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, the Company's common stock. THE COMPANY MAY BE UNABLE TO COMPLETE DEVELOPMENT AND RE-DEVELOPMENT PROJECTS ON ADVANTAGEOUS TERMS. As part of its business, the Company develops new and re-develops existing properties. In addition, the Company has sold to third parties or sold to the Company's joint ventures a significant number of development and re-development properties in recent years and the Company intends to continue to sell such properties to third parties or to sell such properties to the Company's joint ventures as opportunities arise. The real estate development and re-development business involves significant risks that could adversely affect the Company's financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of the Company's common stock, which include: - the Company may not be able to obtain financing for development projects on favorable terms and complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties and generating cash flow; - the Company may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; - the properties may perform below anticipated levels, producing cash flow below budgeted amounts and limiting the Company's ability to sell such properties to third parties or to sell such properties to the Company's joint ventures; THE COMPANY MAY BE UNABLE TO RENEW LEASES OR FIND OTHER LESSEES. The Company is subject to the risks that, upon expiration, leases may not be renewed, the space subject to such leases may not be relet or the terms of renewal or reletting, including the cost of required renovations, may be less favorable than expiring lease terms. If the Company were unable to promptly renew a significant number of expiring leases or to promptly relet the space covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the then current rates, the Company's cash funds from operations and ability to make expected distributions to stockholders might be adversely affected. As of December 31, 2003, leases with respect to approximately 14.1 million, 10.4 million and 8.3 million square feet of GLA, representing 27.5%, 20.2% and 16.2%, of GLA expire in the remainder of 2004, 2005 and 2006, respectively. THE COMPANY MIGHT FAIL TO QUALIFY OR REMAIN QUALIFIED AS A REIT. 45
First Industrial Realty Trust, Inc. intends to operate so as to qualify as a REIT under the Code. Although the Company believes that First Industrial Realty Trust, Inc. is organized and will operate in a manner so as to qualify as a REIT, qualification as a REIT involves the satisfaction of numerous requirements, some of which must be met on a recurring basis. These requirements are established under highly technical and complex Code provisions of which there are only limited judicial or administrative interpretations, and involve the determination of various factual matters and circumstances not entirely within the Company's control. If First Industrial Realty Trust, Inc. were to fail to qualify as a REIT in any taxable year, First Industrial Realty Trust, Inc. would be subject to federal income tax, including any applicable alternative minimum tax, on First Industrial Realty Trust, Inc.'s taxable income at corporate rates. This could result in a discontinuation or substantial reduction in dividends to stockholders. Unless entitled to relief under certain statutory provisions, First Industrial Realty Trust, Inc. also would be disqualified from treatment as a REIT for the four taxable years that follow. CERTAIN PROPERTY TRANSFERS MAY GENERATE PROHIBITED TRANSACTION INCOME, RESULTING IN A PENALTY TAX ON THE GAIN ATTRIBUTABLE TO THE TRANSACTION. As part of its business, the Company sells properties to third parties or sells properties to the Company's joint ventures as opportunities arise. Under the Code, a 100% penalty tax could be assessed on the gain resulting from sales of properties that are deemed to be prohibited transactions. The question of what constitutes a prohibited transaction is based on the facts and circumstances surrounding each transaction. The Internal Revenue Service could contend that certain sales of properties by the Company are prohibited transactions. While the Company's management does not believe that the Internal Revenue Service would prevail in such a dispute, if the matter was successfully argued by the Internal Revenue Service, the 100% penalty tax could be assessed against the profits from these transactions. In addition, any income from a prohibited transaction may adversely affect the Company's ability to satisfy the income tests for qualification as a REIT. THE REIT DISTRIBUTION REQUIREMENTS MAY REQUIRE THE COMPANY TO TURN TO EXTERNAL FINANCING SOURCES. First Industrial Realty Trust, Inc. could, in certain instances, have taxable income without sufficient cash to enable First Industrial Realty Trust, Inc. to meet the distribution requirements of the REIT provisions of the Code. In that situation, the Company could be required to borrow funds or sell properties on adverse terms in order to meet those distribution requirements. In addition, because First Industrial Realty Trust, Inc. must distribute to its stockholders at least 90% of the Company's REIT taxable income each year, the Company's ability to accumulate capital may be limited. Thus, in connection with future acquisitions, First Industrial Realty Trust, Inc. may be more dependent on outside sources of financing, such as debt financing or issuances of additional capital stock, which may or may not be available on favorable terms. Additional debt financings may substantially increase the Company's leverage and additional equity offerings may result in substantial dilution of stockholders' interests. DEBT FINANCING, THE DEGREE OF LEVERAGE AND RISING INTEREST RATES COULD REDUCE THE COMPANY'S CASH FLOW. Where possible, the Company intends to continue to use leverage to increase the rate of return on the Company's investments and to allow the Company to make more investments than it otherwise could. The Company's use of leverage presents an additional element of risk in the event that the cash flow from the Company's properties is insufficient to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. In addition, rising interest rates would reduce the Company's cash flow by increasing the amount of interest due on its floating rate debt and on its fixed rate debt as it matures and is refinanced. CROSS-COLLATERALIZATION OF MORTGAGE LOANS COULD RESULT IN FORECLOSURE ON SUBSTANTIALLY ALL OF THE COMPANY'S PROPERTIES IF THE COMPANY IS UNABLE TO SERVICE ITS INDEBTEDNESS. If the Operating Partnership determines to obtain additional debt financing in the future, it may do so through mortgages on some or all of its properties. These mortgages may be on recourse, non-recourse or cross-collateralized bases. Cross-collateralization makes all of the subject properties available to the lender in order to satisfy the Company's debt. Holders of indebtedness that is so secured will have a claim against these properties. To the extent indebtedness is cross collateralized, lenders may seek to foreclose upon properties that are not the primary collateral for their loan, which may, in turn, result in acceleration of other indebtedness secured by properties. Foreclosure of properties would result in a loss of income and asset value to the Company, making it difficult for it to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. As of December 31, 2003, none of the Company's current indebtedness was cross-collateralized. 46
THE COMPANY MAY HAVE TO MAKE LUMP-SUM PAYMENTS ON ITS EXISTING INDEBTEDNESS. The Company is required to make the following lump-sum or "balloon" payments under the terms of some of its indebtedness, including the Operating Partnership's: - $50 million aggregate principal amount of 7.75% Notes due 2032 (the "2032 Notes") - $200 million aggregate principal amount of 7.60% Notes due 2028 (the "2028 Notes") - approximately $15 million aggregate principal amount of 7.15% Notes due 2027 (the "2027 Notes") - $100 million aggregate principal amount of 7.50% Notes due 2017 (the "2017 Notes") - $200 million aggregate principal amount of 6.875% Notes due 2012 (the "2012 Notes") - $100 million aggregate principal amount of 7.00% Notes due 2011 (the "Trust Notes") The trust to which the Trust Notes were issued must exercise its right to require the Company, through the Operating Partnership, to redeem the Trust Notes on May 15, 2004 if the holder of a call option with respect to the Trust Notes fails to give written notice on or before May 1, 2004 that it intends to exercise such option. - $200 million aggregate principal amount of our 7.375% Notes due 2011(the "2011 Notes") - $150 million aggregate principal amount of 7.60% Notes due 2007 (the "2007 Notes") - $150 million aggregate principal amount of 7.00% Notes due 2006 (the "2006 Notes") - $50 million aggregate principal amount of 6.90% Notes due 2005 (the "2005 Notes") and - a $300 million unsecured revolving credit facility (the "Unsecured Line of Credit") under which First Industrial Realty Trust, Inc., through the Operating Partnership, may borrow to finance the acquisition of additional properties and for other corporate purposes, including working capital. The Unsecured Line of Credit provides for the repayment of principal in a lump-sum or "balloon" payment at maturity in 2005. Under the Unsecured Line of Credit, the Operating Partnership has the right, subject to certain conditions, to increase the aggregate commitment under the Unsecured Line of Credit by up to $100 million. As of December 31, 2003, $195.9 million was outstanding under the Unsecured Line of Credit at a weighted average interest rate of 2.207%. The Company's ability to make required payments of principal on outstanding indebtedness, whether at maturity or otherwise, may depend on its ability either to refinance the applicable indebtedness or to sell properties. The Company has no commitments to refinance the 2005 Notes, the 2006 Notes, the 2007 Notes, the 2011 Notes, the 2012 Notes, the Trust Notes, the 2017 Notes, the 2027 Notes, the 2028 Notes, the 2032 Notes or the Unsecured Line of Credit. Some of the existing debt obligations, other than those discussed above, of the Company, through the Operating Partnership, are secured by the Company's properties, and therefore such obligations will permit the lender to foreclose on those properties in the event of a default. THERE IS NO LIMITATION ON DEBT IN THE COMPANY'S ORGANIZATIONAL DOCUMENTS. The organizational documents of First Industrial Realty Trust, Inc. do not contain any limitation on the amount or percentage of indebtedness the Company may incur. Accordingly, the Company could become more highly leveraged, resulting in an increase in debt service that could adversely affect the Company's ability to make expected distributions to stockholders and in an increased risk of default on the Company's obligations. As of December 31, 2003, the Company's ratio of debt to its total market capitalization was 44.4%. The Company computes that percentage by calculating its total consolidated debt as a percentage of the aggregate market value of all outstanding shares of the Company's common stock, assuming the exchange of all limited partnership units of the Operating Partnership for common stock, plus the aggregate stated value of all outstanding shares of preferred stock and total consolidated debt. RISING INTEREST RATES ON THE COMPANY'S UNSECURED LINE OF CREDIT COULD DECREASE THE COMPANY'S AVAILABLE CASH. The Company's Unsecured Line of Credit bears interest at a floating rate. As of December 31, 2003, the Company's Unsecured Line of Credit had an outstanding balance of $195.9 million at a weighted average interest rate of 2.207%. Currently, the Company's Unsecured Line of Credit bears interest at the Prime Rate or at the London 47
Interbank Offered Rate plus .70%. Based on an outstanding balance on our Unsecured Line of Credit as of December 31, 2003, a 10% increase in interest rates would increase interest expense by $.4 million on an annual basis. Increases in the interest rate payable on balances outstanding under the Unsecured Line of Credit would decrease the Company's cash available for distribution to stockholders. EARNINGS AND CASH DIVIDENDS, ASSET VALUE AND MARKET INTEREST RATES AFFECT THE PRICE OF THE COMPANY'S COMMON STOCK. As a real estate investment trust, the market value of the Company's common stock, in general, is based primarily upon the market's perception of the Company's growth potential and its current and potential future earnings and cash dividends. The market value of the Company's common stock is based secondarily upon the market value of the Company's underlying real estate assets. For this reason, shares of the Company's common stock may trade at prices that are higher or lower than our net asset value per share. To the extent that the Company retains operating cash flow for investment purposes, working capital reserves, or other purposes, these retained funds, while increasing the value of the Company's underlying assets, may not correspondingly increase the market price of the Company's common stock. The Company's failure to meet the market's expectations with regard to future earnings and cash dividends likely would adversely affect the market price of the Company's common stock. Further, the distribution yield on the common stock (as a percentage of the price of the common stock) relative to market interest rates may also influence the price of the Company's common stock. An increase in market interest rates might lead prospective purchasers of the Company's common stock to expect a higher distribution yield, which would adversely affect the market price of the Company's common stock. Additionally, if the market price of the Company's common stock declines significantly, then the Company might breach certain covenants with respect to its debt obligations, which could adversely affect the Company's liquidity and ability to make future acquisitions and the Company's ability to pay dividends to its stockholders. THE COMPANY MAY INCUR UNANTICIPATED COSTS AND LIABILITIES DUE TO ENVIRONMENTAL PROBLEMS. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of clean-up of certain conditions relating to the presence of hazardous or toxic materials on, in or emanating from the property, and any related damages to natural resources. Environmental laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to address those conditions properly, may adversely affect the ability to rent or sell the property or to borrow using the property as collateral. Persons who dispose of or arrange for the disposal or treatment of hazardous or toxic materials may also be liable for the costs of clean-up of such materials, or for related natural resource damages, at or from an off-site disposal or treatment facility, whether or not the facility is owned or operated by those persons. No assurance can be given that existing environmental assessments with respect to any of the Company's properties reveal all environmental liabilities, that any prior owner or operator of any of the properties did not create any material environmental condition not known to the Company or that a material environmental condition does not otherwise exist as to any of the Company's properties. THE COMPANY'S INSURANCE COVERAGE DOES NOT INCLUDE ALL POTENTIAL LOSSES. The Company currently carries comprehensive insurance coverage including property, boiler & machinery, liability, fire, flood, terrorism, earthquake, extended coverage and rental loss as appropriate for the markets where each of the Company's properties and their business operations are located. The insurance coverage contains policy specifications and insured limits customarily carried for similar properties and business activities. The Company believes its properties are adequately insured. However, there are certain losses, including losses from earthquakes, hurricanes, floods, pollution, acts of war, acts of terrorism or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed to be economically feasible or prudent to do so. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of the Company's properties, the Company could experience a significant loss of capital invested and potential revenues in these properties, and could potentially remain obligated under any recourse debt associated with the property. 48
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Response to this item is included in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" above. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A. CONTROLS AND PROCEDURES The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) and 15d-14(c)) as of a date within 90 days before the filing date of this report, have concluded that as of such date the Company's disclosure controls and procedures were effective. There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the paragraph above. 49
PART III ITEM 10, 11, 12, 13, 14. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 10, Item 11, Item 12 (other than information required by Item 201(d) of Regulation S-K which is set forth under Item 12 "Related Stockholder Matters" below), Item 13 and Item 14 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 (except as such statements specifically relate to the independence of such committee's financial expert) and regarding the Audit Committee Charter are specifically not incorporated herein by reference. ITEM 12. RELATED STOCKHOLDER MATTERS The following information is required by section 201(d) of regulation S-K: NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE REMAINING AVAILABLE EXERCISE OF PRICE OF OUTSTANDING FOR FURTHER ISSUANCE OUTSTANDING OPTIONS, OPTIONS, WARRANTS UNDER EQUITY PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS COMPENSATION PLANS - ------------------------- -------------------- -------------------- -------------------- Equity Compensation Plans Approved by Security Holders ....... 114,500 $ 22.83 2,356,500 Equity Compensation Plans Not Approved by Security Holders (1) ... 2,389,513 $ 30.81 695,552 --------- ------- --------- Total 2,504,013 $ 30.45 3,052,052 ========= ======= ========= (1) See Notes 3 and 12 of the Notes to Consolidated Financial Statements contained herein for a description of the plan. 50
PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS (1 & 2) See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K (3) Exhibits: 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 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) 3.6 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) 3.7 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) 3.8 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 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) 4.2 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) 4.3 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) 4.4 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) 4.5 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) 51
Exhibits Description - -------- ------------- 4.6 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) 4.7 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) 4.8 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) 4.9 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) 4.10 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) 4.11 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) 4.12 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) 4.13 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) 4.14 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) 4.15 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) 4.16 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) 4.17 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) 4.18 Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial L.P., First Industrial Realty Trust, Inc., Bank One, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2002, File No. 1-13102) 4.19 Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and the U.S. Bank National Association, relating to First Industrial, L.P.'s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) 4.20 Form of 6.875% Notes due in 2012 in the 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 April 4, 2002, File No. 333-21873) 52
Exhibits Description - -------- ------------- 4.21 Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) 4.22 First Amendment, dated as of June 26, 2003, to Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial, L.P. First Industrial Realty Trust, Inc., Bank One NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2003, File No. 1-13102) 4.23* Amendment No. 1, dated as of February 25, 2004, to Rights Agreement, dated as of September 16, 1997, between the Company and Equiserve Trust Company, N.A. (f/k/a First Chicago Trust Company of New York), as Rights Agent 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) 53
Exhibits Description - -------- ------------- 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) 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 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) 10.28+ 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) 10.29+ 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) 10.30+ 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-13102) 10.31 Nineteenth Amendment to the L.P. Agreement, dated June 26, 2002 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2002, File No 1-13102) 10.32+ Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Michael J. Havala (incorporated by reference to Exhibit 10.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 10.33+ Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 54
Exhibits Description - -------- ------------- 10.34+ Employment Agreement, dated March 25, 2002, between First Industrial Realty Trust, Inc. and David P. Draft (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 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 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 32** Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. * Filed herewith. ** Furnished herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a (3) of Form 10-K. (b) REPORTS ON FORM 8-K None 55
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 5, 2004 By: /s/ Michael W. Brennan -------------------------------------------------- Michael W. Brennan President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 5, 2004 By: /s/ Michael J. Havala -------------------------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial Officer) Date: March 5, 2004 By: /s/ Scott A. Musil -------------------------------------------------- Scott A. Musil Senior Vice President, Controller, Treasurer and Assistant Secretary (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - ---------------------------- ---------------------------------- ------------- /s/ Jay H. Shidler Chairman of the Board of Directors March 5, 2004 - ---------------------------- Jay H. Shidler /s/ Michael W. Brennan President, Chief Executive Officer March 5, 2004 - ---------------------------- and Director Michael W. Brennan /s/ Michael G. Damone Director of Strategic Planning March 5, 2004 - ---------------------------- and Director Michael G. Damone /s/ Kevin W. Lynch Director March 5, 2004 - ---------------------------- Kevin W. Lynch /s/ John E. Rau Director March 5, 2004 - ---------------------------- John E. Rau /s/ Robert J. Slater Director March 5, 2004 - ---------------------------- Robert J. Slater /s/ W. Edwin Tyler Director March 5, 2004 - ---------------------------- W. Edwin Tyler /s/ J. Steven Wilson Director March 5, 2004 - ---------------------------- J. Steven Wilson 56
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 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) 3.6 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) 3.7 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) 3.8 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 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) 4.2 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) 4.3 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) 4.4 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) 4.5 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) 4.6 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) 57
Exhibits Description - -------- ------------- 4.7 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) 4.8 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) 4.9 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) 4.10 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) 4.11 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) 4.12 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) 4.13 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) 4.14 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) 4.15 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) 4.16 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) 4.17 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) 4.18 Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial L.P., First Industrial Realty Trust, Inc., Bank One, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2002, File No. 1-13102) 4.19 Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and the U.S. Bank National Association, relating to First Industrial, L.P.'s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) 4.20 Form of 6.875% Notes due in 2012 in the 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 April 4, 2002, File No. 333-21873) 4.21 Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) 58
Exhibits Description - -------- ------------- 4.22 First Amendment, dated as of June 26, 2003, to Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial, L.P. First Industrial Realty Trust, Inc., Bank One NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2003, File No. 1-13102) 4.23* Amendment No. 1, dated as of February 25, 2004, to Rights Agreement, dated as of September 16, 1997, between the Company and Equiserve Trust Company, N.A. (f/k/a First Chicago Trust Company of New York), as Rights Agent 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) 59
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 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) 10.28+ 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) 10.29+ 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) 10.30+ 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-13102) 10.31 Nineteenth Amendment to the L.P. Agreement, dated June 26, 2002 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2002, File No 1-13102) 10.32+ Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Michael J. Havala (incorporated by reference to Exhibit 10.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 10.33+ Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 60
Exhibits Description - -------- ------------- 10.34+ Employment Agreement, dated March 25, 2002, between First Industrial Realty Trust, Inc. and David P. Draft (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) 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 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 32** Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. * Filed herewith. ** Furnished herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a (3) of Form 10-K. 61
FIRST INDUSTRIAL REALTY TRUST, INC. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE PAGE ---- FINANCIAL STATEMENTS Report of Independent Auditors ............................................................ F-2 Consolidated Balance Sheets of First Industrial Realty Trust, Inc. (the "Company") as of December 31, 2003 and 2002 .......................................................... F-3 Consolidated Statements of Operations and Comprehensive Income of the Company for the Years Ended December 31, 2003, 2002 and 2001 .............................. F-4 Consolidated Statements of Changes in Stockholders' Equity of the Company for the Years Ended December 31, 2003, 2002 and 2001 .............................................. F-5 Consolidated Statements of Cash Flows of the Company for the Years Ended December 31, 2003, 2002 and 2001 .......................................................... F-6 Notes to the Consolidated Financial Statements ............................................ F-7 FINANCIAL STATEMENT SCHEDULE Report of Independent Auditors ............................................................ S-1 Schedule III: Real Estate and Accumulated Depreciation .................................... S-2
REPORT OF INDEPENDENT AUDITORS 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 and comprehensive income, 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, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the 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. As discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." PricewaterhouseCoopers LLP Chicago, Illinois March 9, 2004 F-2
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) December 31, December 31, 2003 2002 ----------- ----------- ASSETS Assets: Investment in Real Estate: Land .................................................................... $ 443,942 $ 415,598 Buildings and Improvements ............................................... 2,180,038 2,158,082 Furniture, Fixtures and Equipment ........................................ 885 1,258 Construction in Progress ................................................. 115,935 122,331 Less: Accumulated Depreciation ........................................... (349,252) (308,488) ----------- ----------- Net Investment in Real Estate ............................ 2,391,548 2,388,781 ----------- ----------- Real Estate Held for Sale, Net of Accumulated Depreciation and Amortization of $2,135 at December 31, 2002 .............................. - 7,040 Cash and Cash Equivalents ....................................................... 821 - Restricted Cash .................................................................. 82,006 31,118 Tenant Accounts Receivable, Net .................................................. 8,994 10,578 Investments in Joint Ventures .................................................... 13,186 12,545 Deferred Rent Receivable ......................................................... 13,912 14,277 Deferred Financing Costs, Net .................................................... 9,818 12,927 Prepaid Expenses and Other Assets, Net ........................................... 127,738 152,707 ----------- ----------- Total Assets ............................................. $ 2,648,023 $ 2,629,973 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Mortgage Loans Payable, Net ...................................................... $ 45,746 $ 59,989 Senior Unsecured Debt, Net ....................................................... 1,212,152 1,211,860 Unsecured Line of Credit ......................................................... 195,900 170,300 Accounts Payable and Accrued Expenses ............................................ 77,156 72,807 Rents Received in Advance and Security Deposits .................................. 28,889 29,524 Dividends Payable ................................................................ 31,889 31,106 ----------- ----------- Total Liabilities ........................................ 1,591,732 1,575,586 ----------- ----------- Commitments and Contingencies ............................................................ - - Minority Interest ........................................................................ 167,118 172,061 Stockholders' Equity: Preferred Stock ($.01 par value, 10,000,000 shares authorized, 20,000, 50,000 and 30,000 shares of Series C, D and E Cumulative Preferred Stock, respectively, issued and outstanding at December 31, 2003 and December 31, 2002, having a liquidation preference of $2,500 per share ($50,000), $2,500 per share ($125,000) and $2,500 per share ($75,000), respectively) ................................................ 1 1 Common Stock ($.01 par value, 100,000,000 shares authorized, 42,376,770 and 41,087,421 shares issued and 39,850,370 and 38,598,321 shares outstanding at December 31, 2003 and December 31, 2002, ................. 424 411 respectively) Additional Paid-in-Capital ....................................................... 1,161,373 1,124,622 Distributions in Excess of Accumulated Earnings .................................. (172,892) (158,251) Unearned Value of Restricted Stock Grants ........................................ (19,035) (4,307) Accumulated Other Comprehensive Loss ............................................. (10,110) (10,559) Treasury Shares at Cost (2,526,400 shares at December 31, 2003 and 2,489,100 shares at December 31, 2002) .................................. (70,588) (69,591) ----------- ----------- Total Stockholders' Equity ............................... 889,173 882,326 ----------- ----------- Total Liabilities and Stockholders' Equity ............... $ 2,648,023 $ 2,629,973 =========== =========== The accompanying notes are an integral part of the financial statements. F-3
FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Year Ended Year Ended Year Ended December 31, December 31, December 31, 2003 2002 2001 ---- ---- ---- Revenues: Rental Income ................................................... $ 260,049 $ 239,484 $ 242,796 Tenant Recoveries and Other Income .............................. 81,332 74,473 75,962 --------- --------- --------- Total Revenues .............................................. 341,381 313,957 318,758 --------- --------- --------- Expenses: Real Estate Taxes ............................................... 50,476 46,391 49,166 Repairs and Maintenance ......................................... 25,045 20,318 17,014 Property Management ............................................. 12,187 11,436 10,974 Utilities ....................................................... 10,430 8,346 8,240 Insurance ...................................................... 3,341 2,547 1,864 Other ........................................................... 8,094 9,107 9,016 General and Administrative ...................................... 26,953 19,610 18,609 Amortization of Deferred Financing Costs ........................ 1,764 1,925 1,809 Depreciation and Other Amortization ............................. 82,496 68,082 62,743 Valuation Provision on Real Estate .............................. - - 9,500 --------- --------- --------- Total Expenses .............................................. 220,786 187,762 188,935 --------- --------- --------- Other Income/Expense: Interest Income ................................................. 2,416 2,378 2,790 Interest Expense ................................................ (95,456) (90,387) (82,580) Loss From Early Retirement of Debt .............................. (1,466) (888) (10,309) --------- --------- --------- Total Other Income/Expense .................................. (94,506) (88,897) (90,099) --------- --------- --------- Income from Continuing Operations Before Equity in Income of Joint Ventures and Income Allocated to Minority Interest .............. 26,089 37,298 39,724 Equity in Income (Loss) of Joint Ventures ......................... 539 463 (791) Minority Interest Allocable to Continuing Operations .............. (958) (1,585) (1,363) --------- --------- --------- Income from Continuing Operations ................................. 25,670 36,176 37,570 Income from Discontinued Operations (Including Gain on Sale of Real Estate of $79,072 and $54,657 for the Year Ended December 31, 2003 and 2002, respectively) .................................... 87,875 82,338 35,799 Minority Interest Allocable to Discontinued Operations ............ (13,058) (12,318) (5,488) --------- --------- --------- Income Before Gain on Sale of Real Estate ......................... 100,487 106,196 67,881 Gain on Sale of Real Estate ....................................... 15,605 16,476 64,347 Minority Interest Allocable to Gain on Sale of Real Estate ........ (2,319) (2,464) (9,864) --------- --------- --------- Net Income ........................................................ 113,773 120,208 122,364 Less: Preferred Stock Dividends ................................... (20,176) (23,432) (30,001) Less: Redemption of Series A Preferred Stock ...................... -- -- (4,577) Less: Redemption of Series B Preferred Stock ...................... -- (3,707) -- --------- --------- --------- Net Income Available to Common Stockholders ....................... $ 93,597 $ 93,069 $ 87,786 ========= ========= ========= Income from Continuing Operations Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ....................................................... $ 0.49 $ 0.59 $ 1.48 ========= ========= ========= Diluted ..................................................... $ 0.49 $ 0.59 $ 1.47 ========= ========= ========= Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ....................................................... $ 2.43 $ 2.39 $ 2.26 ========= ========= ========= Diluted ..................................................... $ 2.42 $ 2.38 $ 2.24 ========= ========= ========= Net Income ........................................................ $ 113,773 $ 120,208 $ 122,364 Other Comprehensive Income (Loss): Cumulative Transition Adjustment ................................ - - (14,920) Settlement of Interest Rate Protection Agreement ................ - 1,772 (191) Mark-to-Market of Interest Rate Protection Agreements and Interest Rate Swap Agreements ............................... 251 (126) (231) Write-Off of Unamortized Interest Rate Protection Agreement Due to Early Retirement of Debt ............................. - - 2,156 Amortization of Interest Rate Protection Agreements ............. 198 176 805 --------- --------- --------- Comprehensive Income .............................................. $ 114,222 $ 122,030 $ 109,983 ========= ========= ========= 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, 2003 2002 2001 ----------- ----------- ----------- Preferred Stock - Beginning of Year ............................................ $ 1 $ 1 $ 18 Redemption of Series A Preferred Stock ....................................... - - (17) Redemption of Series B Preferred Stock ....................................... - - - ----------- ----------- ----------- Preferred Stock - End of Year .................................................. $ 1 $ 1 $ 1 =========== =========== =========== Common Stock - Beginning of Year ............................................... $ 411 $ 403 $ 392 Net Proceeds from the Issuance of Common Stock ............................... 6 6 8 Issuance of Restricted Stock ................................................. 7 1 1 Repurchase and Retirement of Restricted Stock ................................ (1) (1) (1) Conversion of Units to Common Stock .......................................... 1 2 3 ----------- ----------- ----------- Common Stock - End of Year ..................................................... $ 424 $ 411 $ 403 =========== =========== =========== Additional Paid-In-Capital - Beginning of Year ................................. $ 1,124,622 $ 1,197,877 $ 1,205,435 Net Proceeds from the Issuance of Common Stock ............................... 15,111 16,241 18,886 Issuance of Restricted Stock ................................................. 20,634 3,231 3,132 Repurchase and Retirement of Restricted Stock ................................ (1,797) (1,694) (1,568) Amortization of Stock Based Compensation ..................................... 54 646 899 Redemption of Series A Preferred Stock ....................................... - - (36,701) Redemption of Series B Preferred Stock ....................................... - (96,293) - Conversion of Units to Common Stock .......................................... 2,749 4,614 7,794 ----------- ----------- ----------- Additional Paid-In-Capital - End of Year ....................................... $ 1,161,373 $ 1,124,622 $ 1,197,877 =========== =========== =========== Dist. In Excess of Accum. Earnings - Beginning of Year ......................... $ (158,251) $ (143,958) $ (126,962) Preferred Stock Dividends ($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, 2003, 2002 and 2001, $81.424 and $218.750 per Series B Preferred Share at December 31, 2002 and 2001, respectively, and $.652 per Series A Preferred Share at December 31, 2001) .................... (20,176) (23,432) (30,001) Distributions ($2.7400, $2.7250 and $2.6525 per Share/Unit at December 31, 2003, 2002 and 2001, respectively) .......................................... (126,699) (125,785) (123,118) Redemption of Series A Preferred Stock ....................................... - - (4,577) Redemption of Series B Preferred Stock ....................................... - (3,148) - Repurchase and Retirement of Restricted Stock ................................ (67) (342) (375) Net Income Before Minority Interest .......................................... 130,108 136,575 139,079 Minority Interest: Allocation of Income ........................................................ (16,335) (16,926) (16,715) Distributions ($2.7400, $2.7250 and $2.6525 per Share/Unit at December 31, 2003, 2002 and 2001, respectively) ............................ 18,528 18,765 18,711 ----------- ----------- ----------- Dist. In Excess of Accum. Earnings - End of Year ............................... $ (172,892) $ (158,251) $ (143,958) =========== =========== =========== Unearned Value of Rest. Stock Grants - Beginning of Year ....................... $ (4,307) $ (6,247) $ (8,812) Issuance of Restricted Stock ................................................ (20,641) (3,232) (3,133) Amortization of Restricted Stock Grants ..................................... 5,913 5,172 5,698 ----------- ----------- ----------- Unearned Value of Rest. Stock Grants - End of Year ............................. $ (19,035) $ (4,307) $ (6,247) Treasury Shares, at cost - Beginning of Year ................................... $ (69,591) $ (40,098) $ (11,699) Purchase of Treasury Shares ................................................. (997) (29,493) (28,399) ----------- ----------- ----------- Treasury Shares, at cost - End of Year ......................................... $ (70,588) $ (69,591) $ (40,098) Accum. Other Comprehensive Income (Loss) - Beginning of Year ................... $ (10,559) $ (12,381) $ - Cumulative Transition Adjustment ............................................ - - (14,920) Settlement of Interest Rate Protection Agreements ........................... - 1,772 (191) Mark-to-Market of Interest Rate Protection Agreements ....................... 251 (126) (231) Write-Off of Unamortized Interest Rate Protection Agreements Due to the Early Retirement of Debt ........................................ - - 2,156 Amortization of Interest Rate Protection Agreements ......................... 198 176 805 ----------- ----------- ----------- Accum. Other Comprehensive Income (Loss) - End of Year ......................... $ (10,110) $ (10,559) $ (12,381) =========== =========== =========== ----------- ----------- ----------- Total Stockholders' Equity at End of Year ...................................... $ 889,173 $ 882,326 $ 995,597 =========== =========== =========== 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, 2003 2002 2001 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income .................................................. $ 113,773 $ 120,208 $ 122,364 Income Allocated to Minority Interest ....................... 16,335 16,367 16,715 --------- --------- --------- Net Income Before Minority Interest ......................... 130,108 136,575 139,079 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation .............................................. 73,902 67,525 65,944 Amortization of Deferred Financing Costs .................. 1,764 1,925 1,809 Other Amortization ........................................ 17,846 15,295 15,465 Valuation Provision on Real Estate ........................ - - 9,500 Provision for Bad Debt .................................... (160) - - Loss From Early Retirement of Debt ........................ 1,466 888 10,309 Equity in (Income) Loss of Joint Ventures ................. (539) (463) 791 Distributions from Joint Ventures ......................... 539 463 - Gain on Sale of Real Estate ............................... (94,677) (71,133) (64,347) Increase in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net .......................... (24,380) (13,701) (20,438) Increase in Deferred Rent Receivable ...................... (2,597) (1,947) (3,499) Decrease in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits ......... (6,454) (3,728) (6,070) Decrease (Increase) in Restricted Cash .................... 2,742 (102) (1,452) --------- --------- --------- Net Cash Provided by Operating Activities ............... 99,560 131,597 147,091 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of and Additions to Investment in Real Estate ..... (312,356) (337,399) (400,008) Net Proceeds from Sales of Investments in Real Estate ....... 325,585 365,687 352,975 Contributions to and Investments in Joint Ventures .......... (5,711) (8,207) (6,025) Distributions from Joint Ventures ........................... 2,859 2,260 1,524 Repayment of Mortgage Loans Receivable ...................... 75,886 20,502 9,870 (Increase) Decrease in Restricted Cash ...................... (53,630) (8,252) 2,903 --------- --------- --------- Net Cash Provided by (Used In) Investing Activities ..... 32,633 34,591 (38,761) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net Proceeds from the Issuance of Common Stock .............. 14,799 15,895 18,521 Repurchase of Restricted Stock .............................. (1,865) (2,037) (1,944) Purchase of Treasury Shares ................................. (997) (29,493) (28,399) Purchase of U.S. Government Securities ...................... - (13,669) (1,123) Proceeds from Maturity of U.S. Government Securities ........ 15,832 - - Proceeds from Senior Unsecured Debt ......................... - 247,950 199,390 Other Proceeds from Senior Unsecured Debt ................... - 1,772 - Repayments of Senior Unsecured Debt ......................... - (84,930) (100,000) Redemption of Preferred Stock ............................... - (100,000) (41,295) Dividends/Distributions ..................................... (125,916) (125,875) (122,203) Preferred Stock Dividends ................................... (20,176) (23,432) (38,212) Repayments on Mortgage Loans Payable ........................ (38,529) (39,234) (15,042) Proceeds from Unsecured Lines of Credit ..................... 264,300 500,100 398,300 Repayments on Unsecured Lines of Credit ..................... (238,700) (512,300) (385,800) Book Overdraft .............................................. - 2,885 10,709 Cost of Debt Issuance and Prepayment Fees ................... (120) (3,820) (8,963) --------- --------- --------- Net Cash Used in Financing Activities ................... (131,372) (166,188) (116,061) --------- --------- --------- Net Increase (Decrease) in Cash and Cash Equivalents .......... 821 - (7,731) Cash and Cash Equivalents, Beginning of Period ................ - - 7,731 --------- --------- --------- Cash and Cash Equivalents, End of Period ...................... $ 821 $ - $ - ========= ========= ========= 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 two joint ventures which invest in industrial properties, the September 1998 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined). The Company, through a wholly-owned limited liability company of which the Operating Partnership is the sole member, also owned a minority equity interest in and provided asset and property management services to a third joint venture which invested in industrial properties (the "September 1999 Joint Venture"). During September 2003, the September 1999 Joint Venture sold its remaining property. In conjunction with this final property sale, the final distribution was made to the partners. In May 2003, the Company, through wholly-owned limited liability companies of which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "May 2003 Joint Venture") with an institutional investor to invest in industrial properties. As of December 31, 2003, the May 2003 Joint Venture did not own any industrial properties. As of December 31, 2003, the Company owned 834 in-service properties located in 22 states, containing an aggregate of approximately 57.9 million square feet (unaudited) of gross leasable area ("GLA"). Of the 834 properties owned by the Company, 691 are held by the Operating Partnership, 19 are held by the Financing Partnership, 15 are held by the Securities Partnership, 15 are held by the Mortgage Partnership, 41 are held by the Pennsylvania Partnership, 10 are held by the Harrisburg Partnership, four are held by the Indianapolis Partnership, one is held by TK-SV, LTD., 11 are held by limited liability companies of which the Operating Partnership is the sole member and 27 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 85.6% and 85.0% ownership interest at December 31, 2003 and 2002, respectively. Minority interest at December 31, 2003 and 2002, represents the approximate 14.4% and 15.0%, respectively, aggregate partnership interest in the Operating Partnership held by the limited partners thereof. The consolidated financial statements of the Company at December 31, 2003 and 2002 and for each of the years ended December 31, 2003, 2002 and 2001 include the accounts and operating results of the 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 intercompany transactions have been eliminated in consolidation. F-7
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 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, 2003 and 2002, and the reported amounts of revenues and expenses for each of the years ended December 31, 2003, 2002 and 2001. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short maturity of these investments. Restricted Cash At December 31, 2003 and 2002, restricted cash includes gross proceeds from the sales of certain properties. These sales proceeds will be disbursed as the Company exchanges into properties under Section 1031 of the Internal Revenue Code. At December 31, 2002 restricted cash also included cash reserves required to be set aside under the 1995 Mortgage Loan (hereinafter defined) for payment of real estate taxes, capital expenditures, interest, security deposit refunds, insurance and re-leasing costs. The carrying amount approximates fair value due to the short term maturity of these investments. Investment in Real Estate and Depreciation 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 found. To determine if an 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 (such as a decrease in occupancy). 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 property. 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, less costs to dispose. 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 reclassify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. The Company classifies properties as held for sale when the Company has an executed contract to sell. Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date placed in service, on the same basis as the related assets. Depreciation expense is computed using the straight-line method based on the following useful lives: Years ----- Buildings and Improvements............................................ 31.5 to 40 Land Improvements..................................................... 15 Furniture, Fixtures and Equipment..................................... 5 to 10 Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of leasing personnel) are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized. The Company accounts for all acquisitions entered into subsequent to June 30, 2001 in accordance with Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141"). Upon acquisition of a property, the Company allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, tenant improvements, leasing commissions and intangible assets including in-place leases and above market and below market leases. The Company allocates the purchase price to the fair value of the tangible assets of an acquired property determined by valuing the property as if it were vacant. Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. F-8
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED The purchase price is further allocated to in-place lease values based on management's evaluation of the specific characteristics of each tenant's lease and the Company's overall relationship with the respective tenant. Acquired above and below market leases are amortized over the remaining non-cancelable terms of the respective leases. The value of in-place lease intangibles, which is included as a component of Other Assets, is amortized to expense over the remaining lease term and expected renewal periods of the respective lease. If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions above and below market leases and the in-place lease value is immediately charged to expense. Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $8,948 and $7,618 at December 31, 2003 and 2002, respectively. Unamortized deferred financing costs 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). Investments in Joint Ventures are accounted for under the equity method of accounting, as the Company does not have operational control or a majority voting interest. Under the equity method of accounting, the Company's share of earnings or losses of the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined) is reflected in income as earned and contributions or distributions increase or decrease, respectively, the Company's Investments in Joint Ventures as paid or received, respectively. Differences between the Company's carrying value of its investments in joint ventures and the Company's underlying equity of such joint ventures are amortized over the respective lives of the underlying assets, as applicable. Employee Benefit Plans At December 31, 2003, the Company has three stock incentive employee compensation plans, which are described more fully in Note 12. Prior to January 1, 2003, the Company accounted for its stock incentive plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, compensation expense is not recognized for options issued in which the strike price is equal to the fair value of the Company's stock on the date of grant. Certain options issued in 2000 were issued with a strike price less than the fair value of the Company's stock on the date of grant. Compensation expense is being recognized for the intrinsic value of these options determined at the date of grant over the vesting period. On January 1, 2003, the Company adopted the fair value recognition provisions of the FASB Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("FAS 123"), as amended by Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". The Company is applying the fair value recognition provisions of FAS 123 prospectively to all employee option awards granted after December 31, 2002. The Company has not awarded options to employees or directors of the Company during the year ended December 31, 2003, therefore no stock-based employee compensation expense, except for expense related to restricted stock, is included in net income available to common stockholders related to the fair value recognition provisions of FAS 123. F-9
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Had compensation expense for the Company's Stock Incentive Plans been determined based upon the fair value at the grant date for awards under the Stock Incentive Plans consistent with the methodology prescribed under FASB Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", as amended by FAS 148, net income and earnings per share would have been the pro forma amounts indicated in the table below: For the Year Ended ------------------------------------ 2003 2002 2001 ---------- ---------- ----------- Net Income Available to Common Stockholders - as reported ........................ $ 93,597 $ 93,069 $ 87,786 Add: Stock-Based Employee Compensation Expense Included in Net Income Available to Common Stockholders, Net of Minority Interest - as reported ....... 46 201 217 Less: Total Stock-Based Employee Compensation Expense, Net of Minority Interest - Determined Under the Fair Value Method .............................. (1,149) (980) (666) ---------- ---------- ----------- Net Income Available to Common Stockholders - pro forma .......................... $ 92,494 $ 92,290 $ 87,337 ========== ========== =========== Net Income Available to Common Stockholders per Share - as reported - Basic ...... $ 2.43 $ 2.39 $ 2.26 Net Income Available to Common Stockholders per Share - pro forma - Basic ........ $ 2.40 $ 2.37 $ 2.25 Net Income Available to Common Stockholders per Share - as reported - Diluted..... $ 2.42 $ 2.38 $ 2.24 Net Income Available to Common Stockholders per Share - pro forma - Diluted ...... $ 2.39 $ 2.36 $ 2.23 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 ................................. N/A 8.28% 8.22% Expected stock price volatility ......................... N/A 20.94% 20.75% Risk-free interest rate ................................. N/A 3.58% 4.91% Expected life of options ................................ N/A 3.00 3.03 The weighted average fair value of options granted during 2002 and 2001 is $1.97 and $2.49 per option, respectively. The Company did not issue any options in 2003. 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. Revenue is recognized on payments received from tenants for early lease terminations after the Company determines that all the necessary criteria have been met in accordance with FASB Statement of Financial Accounting Standards No. 13, "Accounting for Leases" ("FAS 13"). 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 $1,890 and $2,050 as of December 31, 2003 and December 31, 2002, respectively. For accounts receivable the Company deems uncollectible, the Company uses the direct write-off method. F-10
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Gain on Sale of Real Estate Gain on sale of real estate is recognized using the full accrual method, when appropriate. Gains relating to transactions which do not meet the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances. As the assets are sold, their costs and related accumulated depreciation are removed from the accounts with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by the 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 to the extent that it satisfies the requirements set forth in Section 856 of the Code (pertaining to its organization and types of income and assets) necessary to maintain its status as a REIT, and it distributes annually at least 90% of its REIT taxable income, as defined in the Code, to its stockholders and satisfies certain other requirements. Accordingly, no provision has been made for state or federal income taxes in the accompanying consolidated financial statements except for activities conducted in its taxable REIT subsidiary, First Industrial Development Services, Inc. The provision for such state and federal income taxes has been reflected in gain on sale of real estate or the gain component of income from discontinued operations in the consolidated statements of operations and comprehensive income and has not been separately stated due to its insignificance. 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 comprehensive income 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 declared on common stock for the year ended December 31, 2003, totaling approximately $108,171, are characterized 42.03% ($1.1516 per share) as ordinary income, 9.73% ($0.2666 per share) as 25 percent rate capital gain, 4.14% ($0.1134 per share) as 20 percent rate capital gain, 18.39% ($0.5039 per share) as a 15 percent rate capital gain and 25.71% ($0.7045 per share) as return of capital. Of the 4.14% of such dividends that qualify as 20 percent rate capital gain, 64.66% ($0.0733 per share or 2.677 percentage points) qualify as "qualified 5-year gain," to which, for certain taxpayers, a lower rate will apply. Distributions declared on common stock for the year ended December 31, 2002, totaling approximately $107,020, are characterized 42.16% ($1.1489 per share) as ordinary income, 4.47% ($0.1218 per share) as short term capital gain, 14.11% ($0.3845 per share) as 20 percent rate capital gain, 9.23% ($0.2515 per share) as a 25 percent rate capital gain and 30.03% ($0.8183 per share) as return of capital. Of the 14.11% of such dividends that qualify as 20 percent rate capital gain, 51.67% ($.1987 per share or 7.29 percentage points) qualify as "qualified 5-year gain," to which, for certain taxpayers, a lower rate will apply. Distributions declared 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. Additionally, for tax purposes, 56.57% of the Company's 2003 preferred stock dividends qualify as ordinary income, 13.10% qualify as 25 percent rate capital gain, 5.58% qualify as 20 percent rate capital gain and 24.75% qualify as 15 percent rate capital gain. Of the 5.58% of such dividends that qualify as 20 percent rate capital gain, 64.66% (or 3.608 percentage points) qualify as a "qualified 5-year gain." F-11
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Earnings Per Common Share Net income per weighted average share - basic is based on the weighted average common shares outstanding (excluding restricted stock that has not yet vested). Net income per weighted average share - diluted is based on the weighted average common shares outstanding (exluding restricted stock that has not yet vested) plus the dilutive effect of in-the-money employee stock options and restricted stock. See Note 10 for further disclosure about earnings per share. Fair Value of Financial Instruments The Company's financial instruments include short-term investments, tenant accounts receivable, mortgage notes receivable, accounts payable, other accrued expenses, mortgage loans payable, unsecured line of credit, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. The fair values of the short-term investments, tenant accounts receivable, mortgage notes receivable, accounts payable and other accrued expenses were not materially different from their carrying or contract values. See Note 5 for the fair values of the mortgage loans payable, unsecured line of credit, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. Derivative Financial Instruments Historically, the Company has used interest rate protection agreements (the "Agreements") to fix the interest rate on anticipated offerings of senior unsecured debt or convert floating rate debt to fixed rate debt. Receipts or payments that result from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured debt are amortized over the life of the senior unsecured debt. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting are marked-to-market and any gain or loss is recognized in other comprehensive income (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. Discontinued Operations On January 1, 2002, the Company adopted the FASB Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and (b) the Company will not have any significant involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. Segment Reporting Management views the Company as a single segment. F-12
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Recent Accounting Pronouncements In January 2003, the FASB issued FIN 46, which provides guidance on how to identify a variable interest entity ("VIE") and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE are to be included in an entity's consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. In December 2003, the FASB reissued FIN 46 with certain modifications and clarifications. Application of this guidance was effective for interests in certain VIEs commonly referred to as special-purpose entities (SPEs) as of December 31, 2003. Application for all other types of entities is required for periods ending after March 15, 2004, unless previously applied. The Company does not believe that the application of FIN 46 will have an impact on its financial position, results of operations, or liquidity. Reclassification On January 1, 2003, the Company adopted the FASB's Statement of Financial Accounting Standard No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4 required the classification of gains and losses resulting from extinguishment of debt to be classified as extraordinary items. Pursuant to the adoption of FAS 145, the Company reclassified amounts shown as extraordinary for the years ended December 31, 2002 and 2001 to continuing operations. In July 2003, the Securities and Exchange Commission (the "SEC") issued a clarification on Emerging Issues Task Force ("EITF") Abstract, Topic No. D 42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock" ("EITF 42"). This clarification of EITF 42, states for the purpose of calculating the excess of (1) fair value of the consideration transferred to the holders of the preferred stock over (2) the carrying amount of the preferred stock in the balance sheet, the carrying amount of the preferred stock should be reduced by the issuance costs of the preferred stock. This clarification was effective in the first fiscal period ending after June 15, 2003 and required prior periods presented to be restated. Pursuant to EITF 42, the Company restated net income available to common stockholders and net income available to common stockholders per share amounts for the years ended December 31, 2002 and 2001 by reducing net income available to common stockholders for the initial issuance costs related to the redemption of the Company's 8.75%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock") on May 14, 2002 and the redemption of the Company's 9.5%, $.01 par value, Series A Cumulative Preferred Stock, (the "Series A Preferred Stock") on April 9, 2001. The impact of the adoption of EITF 42 for the years ended December 31, 2002 and 2001 was a reduction of basic EPS of $.08 and $.11, respectively, and a reduction of diluted EPS of $.08 and $.12, respectively. Certain 2002 and 2001 items have been reclassified to conform to the 2003 presentation. F-13
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 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 ten percent equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. On or after October 2000, under certain circumstances, the Company has the right to purchase all of the properties owned by the September 1998 Joint Venture at a price to be determined in the future. The Company has not exercised this right. On September 2, 1999, 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 1999 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies of the Operating Partnership, owned a ten percent equity interest in the September 1999 Joint Venture and provides property and asset management services to the September 1999 Joint Venture. During September 2003, the September 1999 Joint Venture sold its remaining property. In conjunction with this final property sale, the final distribution was made to the partners. 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 15% equity interest in the December 2001 Joint Venture and provides property management services to the December 2001 Joint Venture. Thirty of the 36 industrial 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. The 15% gain deferral reduced the Company's investment in joint ventures and is amortized into income over the life of the sold property, generally 40 years. If the December 2001 Joint Venture sells any of the 30 properties that the Company sold to the December 2001 Joint Venture to a third party, the Company will recognize the unamortized portion of the deferred gain as gain on sale of real estate. If the Company repurchases any of the 30 properties that it sold to the December 2001 Joint Venture, the 15% gain deferral will be netted against the basis of the property purchased (which reduces the basis of the property). During the years ended December 2003, 2002 and 2001, the Company invested the following amounts in its three joint ventures as well as received distributions and recognized fees from acquisition, disposition, property management and asset management services in the following amounts: Year Ended Year Ended Year Ended December 31, December 31, December 31, 2003 2002 2001 ---- ---- ---- Contributions ............................................. $ 5,558 $ 8,207 $ 6,025 Distributions ............................................. $ 3,398 $ 2,723 $ 1,524 Fees ...................................................... $ 2,173 $ 1,863 $ 2,377 F-14
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 4. INVESTMENTS IN JOINT VENTURES, CONTINUED The combined summarized financial information of the investments in joint ventures is as follow: December 31, December 31, 2003 2002 ---- ---- CONDENSED COMBINED BALANCE SHEETS Gross Real Estate Investment $ 348,030 $ 295,470 Less: Accumulated Depreciation (15,330) (11,482) --------- --------- Net Real Estate 332,700 283,988 Other Assets 16,750 19,379 --------- --------- Total Assets $ 349,450 $ 303,367 ========= ========= Long Term Debt $ 217,413 $ 184,010 Other Liabilities 6,596 7,974 Equity 125,441 111,383 --------- --------- Total Liabilities and Equity $ 349,450 $ 303,367 ========= ========= Company's share of Equity $ 18,205 $ 15,113 Basis Differentials (1) (5,019) (2,568) --------- --------- Carrying Value of the Company's investments in joint ventures $ 13,186 $ 12,545 ========= ========= (1) This amount represents the aggregate difference between the Company's historical cost basis and the basis reflected at the joint venture level. Basis differentials are primarily comprised of gain deferrals related to properties the Company sold to the Joint Ventures and certain acquisition costs which are not reflected at the joint venture level. Year Ended December 31, 2003 2002 2001 ------ ------ ------ CONDENSED COMBINED STATEMENTS OF OPERATIONS Total Revenues 35,603 34,635 38,983 Expenses Operating and Other 9,693 14,482 13,473 Interest 7,353 10,554 15,377 Depreciation and Amortization 8,711 6,955 6,354 ------ ------ ------ Total Expenses 25,757 31,991 35,204 ------ ------ ------ Gain (Loss) on Sale of Real Estate (2,069) 8,231 (6,024) ------ ------ ------ Net Income (Loss) 7,777 10,875 (2,245) ====== ====== ====== Company's share of Net Income (Loss) 539 463 (791) ====== ====== ====== 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 UNSECURED LINES OF CREDIT Mortgage Loans Payable, Net On December 29, 1995, the Company, through an entity in which the Operating Partnership is the sole limited partner and a wholly-owned subsidiary of the Company is the general partner (the "Mortgage Partnership"), entered into a $40,200 mortgage loan (the "1995 Mortgage Loan"). On January 13, 2003, the Company, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan. As this pay off and retirement was prior to the stated maturity date of the 1995 Mortgage Loan, the Company wrote off unamortized deferred financing costs in the amount of approximately $1,466. Under the terms of the 1995 Mortgage Loan, certain cash reserves were required to be set aside for payments of tenant security deposit refunds, payments of capital expenditures, interest, real estate taxes, insurance and re-leasing costs. At December 31, 2002, these reserves totaled $2,742 and were included in restricted cash. On January 13, 2003, the Company, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan at which time such cash reserves were released to the Company. 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 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 April 1, 2002, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $5,814 (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan VIII matures on December 1, 2019. The Acquisition Mortgage Loan VIII may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. On April 1, 2002, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $6,030 (the "Acquisition Mortgage Loan IX"). The Acquisition Mortgage Loan IX is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan IX matures on December 1, 2019. The Acquisition Mortgage Loan IX may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. 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 UNSECURED LINES OF CREDIT, CONTINUED On May 1, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $14,157 (the "Acquisition Mortgage Loan X"). The Acquisition Mortgage Loan X is collateralized by one property in Hagerstown, Maryland, bears interest at a fixed interest rate of 8.25% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan X matures on December 1, 2010. In conjunction with the assumption of the Acquisition Mortgage Loan X, the Company recorded a premium in the amount of $2,927 which will be amortized over the remaining life of the Acquisition Mortgage Loan X as an adjustment to interest expense. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $4,269 (the "Acquisition Mortgage Loan XI"). The Acquisition Mortgage Loan XI is collateralized by one property in Downers Grove, Illinois, bears interest at a fixed rate of 7.61% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan XI matures on May 1, 2012. In conjunction with the assumption of the Acquisition Mortgage Loan XI, the Company recorded a premium in the amount of $621 which will be amortized over the remaining life of the Acquisition Mortgage Loan XI as an adjustment to interest expense. On September 12, 2003, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $2,325 (the "Acquisition Mortgage Loan XII"). The Acquisition Mortgage Loan XII is collateralized by one property in Indianapolis, Indiana, bears interest at a fixed rate of 7.54% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan XII matures on January 1, 2012. In conjunction with the assumption of the Acquisition Mortgage Loan XII, the Company recorded a premium in the amount of $317 which will be amortized over the remaining life of the Acquisition Mortgage Loan XII as an adjustment to interest expense. Senior Unsecured Debt, Net On May 13, 1997, the 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 Company settled the interest rate protection agreement for a payment of approximately $41, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2007 Notes as an adjustment to interest expense. The 2007 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 13, 1997, the 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 were redeemable, at the option of the holders thereof, on May 15, 2002. The Company received redemption notices from holders representing $84,930 of the 2027 Notes outstanding. On May 15, 2002, the Company, through the Operating Partnership, paid off and retired $84,930 of 2027 Notes. Due to the partial payoff of the 2027 Notes, the Company has recorded a loss from the early retirement of debt in 2002 of approximately $888 comprised of the amount paid above the carrying amount of the 2027 notes, the write-off of the pro rata unamortized deferred financing costs and legal costs. Interest is paid semi-annually in arrears on May 15 and November 15. The 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 Company settled the interest rate protection agreement for approximately $597 of proceeds, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2027 Notes as an adjustment to interest expense. The 2027 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. 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 UNSECURED LINES OF CREDIT, CONTINUED 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"). If the 2011 PATS are not redeemed on May 15, 2004, the 2011 PATS will be reissued and the interest rate on the 2011 PATS will be reset at a fixed rate until May 15, 2011 based upon a predetermined formula. The 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 Company settled the interest rate protection agreement for a payment of approximately $90, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 PATS as an adjustment to interest expense. The 2011 PATS contain certain covenants including limitation on incurrence of debt and debt service coverage. On November 20, 1997, the 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 Company settled the interest rate protection agreement for a payment of approximately $2,162, which is included in other comprehensive income. The settlement amount of the interest rate protection agreement is being amortized over the life of the 2006 Notes as an adjustment to interest expense. The 2006 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On December 8, 1997, the 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 contain certain covenants including limitation on incurrence of debt and debt service coverage. 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 Company received approximately $2,760 of proceeds from the Remarketing Dealer. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance. The Company settled the interest rate protection agreement for a payment of approximately $2,565, which is included in other comprehensive income. The Remarketing Dealer exercised its call option with respect to the 2011 Drs. On April 5, 2001, the 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 recorded a loss from the early retirement of debt in 2001 of approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying value, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of the interest rate protection agreement as discussed above, legal costs and other expenses. 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 UNSECURED LINES OF CREDIT, CONTINUED 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 entered into interest rate protection agreements which were used to fix the interest rate on the 2028 Notes prior to issuance. The Company settled the interest rate protection agreements for a payment of approximately $11,504, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. Approximately $50,000 of the 2028 Notes was purchased, through a broker/dealer, by an entity in which a Director of the Company owns less than a two percent interest. On March 19, 2001, the 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. On April 15, 2002, the Company, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on April 15, 2012 and bears a coupon interest rate of 6.875% (the "2012 Notes"). The issue price of the 2012 Notes was 99.310%. Interest is paid semi-annually in arrears on April 15 and October 15. The Company also entered into interest rate protection agreements which were used to fix the interest rate on the 2012 Notes prior to issuance. The Company settled the interest rate protection agreements for approximately $1,772 of proceeds, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2012 Notes as an adjustment to interest expense. The 2012 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. On April 15, 2002, the Company, through the Operating Partnership, issued $50,000 of senior unsecured debt which matures on April 15, 2032 and bears a coupon interest rate of 7.75% (the "2032 Notes"). The issue price of the 2032 Notes was 98.660%. Interest is paid semi-annually in arrears on April 15 and October 15. The debt issue discount is being amortized over the life of the 2032 Notes as an adjustment to interest expense. The 2032 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. Unsecured Lines of Credit In December 1997, the Company entered into a $300,000 unsecured revolving credit facility (the "1997 Unsecured Line of Credit") which bore interest at LIBOR plus .80% or a "Corporate Base Rate" at the Company's election, and provided for interest only payments until maturity. In June 2000, the Company amended the 1997 Unsecured Line of Credit which extended the maturity date to June 30, 2003 and included the right, subject to certain conditions, to increase the aggregate commitment up to $400,000 (the "2000 Unsecured Line of Credit"). On September 27, 2002, the Company amended and restated the 2000 Unsecured Line of Credit (the "2002 Unsecured Line of Credit"). The 2002 Unsecured Line of Credit matures on September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or the Prime Rate, at the Company's election. The net unamortized deferred financing costs related to the 2000 Unsecured Line of Credit and any additional deferred financing costs incurred amending the 2002 Unsecured Line of Credit are being amortized over the life of the 2002 Unsecured Line of Credit in accordance with Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements". The 2002 Unsecured Line of Credit contains certain financial covenants relating to debt service coverage, market value net worth, dividend payout ratio and total funded indebtedness. F-19
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED The following table discloses certain information regarding the Company's mortgage loans, senior unsecured debt and unsecured line of credit: OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ------------------------------- --------------------------- ---------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY 2003 2002 2003 2002 2003 DATE ----------- ------------ ----------- ----------- ----------- -------- MORTGAGE LOANS PAYABLE, NET 1995 Mortgage Loan .............. $ - (1) $ 37,482 $ - $ 158 (1) (1) Assumed Loans ................... 5,442 6,015 - - 9.250% 01/01/13 Acquisition Mortgage Loan IV..... 2,130 2,215 16 17 8.950% 10/01/06 Acquisition Mortgage Loan V...... 2,529 (2) 2,598 (2) 18 18 9.010% 09/01/06 Acquisition Mortgage Loan VIII... 5,603 5,733 39 39 8.260% 12/01/19 Acquisition Mortgage Loan IX..... 5,811 5,946 40 41 8.260% 12/01/19 Acquisition Mortgage Loan X...... 16,754 (2) - 100 - 8.250% 12/01/10 Acquisition Mortgage Loan XI..... 4,854 (2) - - - 7.610% 05/01/12 Acquisition Mortgage Loan XII.... 2,623 (2) - - - 7.540% 01/01/12 ----------- ------------ ----------- ----------- Total $ 45,746 $ 59,989 $ 213 $ 273 ----------- ------------ ----------- ----------- SENIOR UNSECURED DEBT, NET 2005 Notes....................... $ 50,000 $ 50,000 $ 383 $ 383 6.900% 11/21/05 2006 Notes....................... 150,000 150,000 875 875 7.000% 12/01/06 2007 Notes....................... 149,982 (3) 149,977 (3) 1,457 1,457 7.600% 05/15/07 2011 PATS........................ 99,657 (3) 99,610 (3) 942 942 7.375% 05/15/11 (4) 2017 Notes....................... 99,866 (3) 99,857 (3) 625 625 7.500% 12/01/17 2027 Notes....................... 15,053 (3) 15,052 (3) 138 138 7.150% 05/15/27 2028 Notes....................... 199,807 (3) 199,799 (3) 7,009 7,009 7.600% 07/15/28 2011 Notes....................... 199,563 (3) 199,502 (3) 4,343 4,343 7.375% 03/15/11 2012 Notes....................... 198,856 (3) 198,717 (3) 2,903 2,903 6.875% 04/15/12 2032 Notes....................... 49,368 (3) 49,346 (3) 818 818 7.750% 04/15/32 ----------- ------------ ----------- ----------- Total $ 1,212,152 $ 1,211,860 $ 19,493 $ 19,493 =========== ============ =========== =========== UNSECURED LINE OF CREDIT 2002 Unsecured Line of Credit.... $ 195,900 $ 170,300 $ 336 $ 415 2.207% 09/30/05 =========== ============ =========== =========== (1) The 1995 Mortgage Loan was paid off and retired on January 13, 2003. (2) At December 31, 2003 and December 31, 2002, the Acquisition Mortgage Loan V includes an unamortized premium of $102 and $143, respectively. At December 31, 2003 the Acquisition Mortgage Loan X, the Acquisition Mortgage Loan XI and the Acquisition Mortgage Loan XII include unamortized premiums of $2,673, $597 and $305, respectively. (3) At December 31, 2003, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of unamortized discounts of $18, $343, $134, $17, $193, $437, $1,144 and $632, respectively. At December 31, 2002, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of unamortized discounts of $23, $390, $143, $18, $201, $498, $1,283 and $654, respectively. (4) The 2011 PATS are redeemable at the option of the holder thereof, on May 15, 2004. F-20
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED The following is a schedule of the stated maturities and scheduled principal payments of the mortgage loans, senior unsecured debt and unsecured line of credit, exclusive of premiums and discounts, for the next five years ending December 31, and thereafter: Amount ------ 2004 $ 1,232 2005 247,249 2006 155,613 2007 151,442 2008 1,571 Thereafter 895,932 ---------- Total $1,453,039 ---------- Fair Value At December 31, 2003 and 2002, the fair value of the Company's mortgage loans payable, senior unsecured debt, unsecured line of credit and Put Option were as follows: December 31, 2003 December 31, 2002 --------------------- --------------------- Carrying Fair Carrying Fair Amount Value Amount Value --------- --------- --------- --------- Mortgage Loans Payable ...................... $ 45,746 $ 48,939 $ 59,989 $ 63,351 Senior Unsecured Debt ....................... 1,212,152 1,332,958 1,211,860 1,325,937 Unsecured Line of Credit (Variable Rate) .... 195,900 195,900 95,300 95,300 Unsecured Line of Credit (Fixed Rate) ....... -- -- 75,000 75,357 Put Option .................................. 95 16,320 350 16,480 ---------- ---------- ---------- ---------- Total ....................................... $1,453,893 $1,594,117 $1,442,499 $1,576,425 ---------- ---------- ---------- ---------- The fair value of the senior unsecured debt was determined by quoted market prices, if available. The fair values of the Company's senior unsecured debt not valued by quoted market prices, mortgage loans payable, the fixed rate portion of the Unsecured Line of Credit and Put Option were determined by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of the variable rate portion of the Unsecured Line of Credit was equal to its carrying value due to the variable interest rate nature of the loan. Other Comprehensive Income In conjunction with the prior issuances of senior unsecured debt, the Company entered into interest rate protection agreements to fix the interest rate on anticipated offerings of senior unsecured debt (the "Interest Rate Protection Agreements"). In the next 12 months, the Company will amortize approximately $221 of the Interest Rate Protection Agreements into net income as an increase to interest expense. F-21
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 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. On or after May 14, 2002, the Series B Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $100,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On April 12, 2002, the Company called for the redemption of all of its outstanding Series B Preferred Stock at the price of $25 per Depositary Share, plus accrued and unpaid dividends. The Company redeemed the Series B Preferred Stock on May 14, 2002 and paid a prorated second quarter dividend of $.26736 per Depositary Share, totaling approximately $1,069. 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 D Preferred Stock (hereinafter defined) and Series E Preferred Stock (hereinafter defined). 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 C Preferred Stock and Series E Preferred Stock (hereinafter defined). On or after February 4, 2003, the Series D Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $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 C F-22
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. STOCKHOLDERS' EQUITY, CONTINUED Preferred Stock and Series D Preferred Stock. On or after March 18, 2003, the Series E Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $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 2003 2002 Rate Date ------------ ------------ -------- ---------- Series C Preferred Stock $ 50,000 $ 50,000 8.625% 6/6/07 Series D Preferred Stock 125,000 125,000 7.950% 2/4/03 Series E Preferred Stock 75,000 75,000 7.900% 3/18/03 ----------- ---------- Total $ 250,000 $ 250,000 =========== ========== Shares of Common Stock The following table is a roll-forward of the Company's shares of common stock outstanding for the three years ended December 31, 2003:
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. STOCKHOLDERS' EQUITY, CONTINUED 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. 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 three years: Year Ended 2003 Year Ended 2002 Year Ended 2001 ------------------------- ------------------------- ------------------------- Dividend/ Dividend/ Dividend/ Distribution Total Distribution Total Distribution Total per Share/ Dividend/ per Share/ Dividend/ per Share/ Dividend/ Unit Distribution Unit Distribution Unit Distribution ------------ ------------ ------------ ------------ ------------ ------------ Common Stock/Operating Partnership Units $ 2.7400 $ 126,699 $ 2.7250 $ 125,785 $ 2.6525 $ 123,118 Series A Preferred Stock $ - $ - $ - $ - $ 0.6525 $ 1,077 Series B Preferred Stock $ - $ - $ 81.4240 $ 3,256 $218.7500 $ 8,748 Series C Preferred Stock $215.6240 $ 4,313 $215.6240 $ 4,313 $215.6240 $ 4,313 Series D Preferred Stock $198.7480 $ 9,937 $198.7480 $ 9,937 $198.7480 $ 9,937 Series E Preferred Stock $197.5000 $ 5,926 $197.5000 $ 5,926 $197.5000 $ 5,926 F-24
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE In 2003, the Company acquired 64 in-service industrial properties comprising, in the aggregate, approximately 6.6 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $230,391, excluding costs incurred in conjunction with the acquisition of the properties. The Company also completed the development of 11 properties comprising approximately 1.3 million square feet (unaudited) of GLA at a cost of approximately $64.9 million. In 2002, the Company acquired 90 in-service industrial properties comprising, in the aggregate, approximately 5.7 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $239,408, excluding costs incurred in conjunction with the acquisition of the properties. Twenty-one of the 90 industrial properties acquired, comprising approximately .6 million square feet (unaudited) of GLA, were acquired from the September 1998 Joint Venture for an aggregate purchase price of approximately $19,340. Eight of the 90 industrial properties acquired, comprising approximately .2 million square feet (unaudited) of GLA, were acquired from the September 1999 Joint Venture for an aggregate purchase price of approximately $13,000. The Company also completed the development of 17 properties comprising approximately 3.2 million square feet (unaudited) of GLA at a cost of approximately $116,806. In 2001, the 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. 8. SALE OF REAL ESTATE In 2003, the Company sold 130 industrial properties comprising approximately 7.4 million square feet (unaudited) of GLA and several land parcels. Ten of the 130 sold properties comprising approximately 1.4 million square feet (unaudited) of GLA were sold to the December 2001 Joint Venture. Gross proceeds from the sales of the 130 industrial properties and several land parcels were approximately $394,382. The gain on sale of real estate was approximately $94,677, of which $79,072 is shown in discontinued operations. In accordance with FAS 144, the results of operations and gain on sale of real estate for the 120 of the 130 sold properties that were not identified as held for sale at December 31, 2001 are included in discontinued operations. In 2002, the Company sold 86 industrial properties comprising approximately 8.5 million square feet (unaudited) of GLA that were not classified as held for sale at December 31, 2001, 12 industrial properties comprising approximately .9 million square feet (unaudited) of GLA that were classified as held for sale at December 31, 2001, 16 industrial properties comprising approximately 2.5 million square feet (unaudited) of GLA that were sold to the December 2001 Joint Venture, several land parcels and assigned to third parties the right to purchase certain properties. Gross proceeds from these sales were approximately $473,511. The gain on sale of real estate was approximately $71,133, of which $54,657 is shown in discontinued operations. In accordance with FAS 144, the results of operations and gain on sale of real estate for the 86 of the 114 sold industrial properties that were not identified as held for sale at December 31, 2001 and the gain associated with the assignment to third parties of the right to purchase certain properties are included in discontinued operations. F-25
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 8. SALE OF REAL ESTATE 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. The following table discloses certain information regarding the industrial properties included in discontinued operations by the Company for the years ended December 31, 2003, 2002 and 2001. YEAR ENDED DECEMBER 31, -------------------------------- 2003 2002 2001 -------- -------- -------- Total Revenues $ 20,178 $ 55,266 $ 67,662 Operating Expenses (7,290) (16,890) (18,340) Depreciation and Amortization (4,085) (10,695) (13,523) Gain on Sale of Real Estate 79,072 54,657 - -------- -------- -------- Income from Discontinued Operations $ 87,875 $ 82,338 $ 35,799 ======== ======== ======== In conjunction with certain property sales, the Company provided seller financing on behalf of certain buyers. At December 31, 2003, the Company had mortgage notes receivable and accrued interest outstanding of approximately $52,920 which is included as a component of prepaid expenses and other assets. At December 31, 2002, the Company had mortgage notes receivable and accrued interest outstanding of approximately $84,675, which is included as a component of prepaid expenses and other assets. 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 located in the Columbus, Ohio, Des Moines, Iowa and Indianapolis, Indiana markets. F-26
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 9. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS Supplemental disclosure of cash flow information: Year Ended Year Ended Year Ended December 31, December 31, December 31, 2003 2002 2001 ------------ ------------ ------------ Interest paid, net of capitalized interest .......... $ 95,595 $ 87,723 $ 80,577 ========== ========== ========== Interest capitalized ................................ $ 761 $ 7,792 $ 9,950 ========== ========== ========== Supplemental schedule of noncash investing and financing activities: Distribution payable on common stock/units .......... $ 31,889 $ 31,106 $ 31,196 ========== ========== ========== Exchange of units for common shares: Minority interest ................................... $ (2,750) $ (4,616) $ (7,797) Common stock ........................................ 1 2 3 Additional paid-in-capital .......................... 2,749 4,614 7,794 ---------- ---------- ---------- $ - $ - $ - ========== ========== ========== In conjunction with the property and land acquisitions, the following assets and liabilities were assumed: Purchase of real estate ............................. $ 230,391 $ 239,408 $ 227,514 Operating partnership units ......................... - (633) (1,491) Deferred purchase price ............................. (10,425) - - Accounts payable and accrued expenses ............... (2,193) (2,504) (2,153) Mortgage debt ....................................... (20,751) (11,844) - ---------- ---------- ---------- Acquisition of real estate .......................... $ 197,022 $ 224,427 $ 223,870 ========== ========== ========== In conjunction with certain property sales, the Company provided seller financing: Notes receivable .................................... $ 46,372 $ 78,227 $ 12,460 ---------- ---------- ---------- F-27
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, 2003 2002 2001 ------------ ------------ ------------ Numerator: Income from Continuing Operations ................... $ 25,670 $ 36,176 $ 37,570 Gain on Sale of Real Estate, Net of Minority Interest 13,286 14,012 54,483 Less: Preferred Stock Dividends ..................... (20,176) (23,432) (30,001) Less: Redemption of Series A Preferred Stock ........ - - (4,577) Less: Redemption of Series B Preferred Stock ........ - (3,707) - ------------ ------------ ------------ Income from Continuing Operations Available to Common Stockholders, Net of Minority Interest - For Basic and Diluted EPS ....................... 18,780 23,049 57,475 Discontinued Operations, Net of Minority Interest ..... 74,817 70,020 30,311 ------------ ------------ ------------ Net Income Available to Common Stockholders - For Basic and Diluted EPS ....................... $ 93,597 $ 93,069 $ 87,786 ============ ============ ============ Denominator: Weighted Average Shares - Basic ..................... 38,541,571 38,927,282 38,840,939 Effect of Dilutive Securities: Employee and Director Common Stock Options .......... 91,599 201,868 278,527 Employee and Director Shares of Restricted Stock .... 29,561 36,327 30,568 ------------ ------------ ------------ Weighted Average Shares - Diluted ................... 38,662,731 39,165,477 39,150,034 ============ ============ ============ Basic EPS: Income from Continuing Operations Available to Common Stockholders, Net of Minority Interest ..... $ 0.49 $ 0.59 $ 1.48 ============ ============ ============ Discontinued Operations, Net of Minority Interest ... $ 1.94 $ 1.80 $ 0.78 ============ ============ ============ Net Income Available to Common Stockholders ......... $ 2.43 $ 2.39 $ 2.26 ============ ============ ============ Diluted EPS: Income from Continuing Operations Available to Common Stockholders, Net of Minority Interest ..... $ 0.49 $ 0.59 $ 1.47 ============ ============ ============ Discontinued Operations, Net of Minority Interest ... $ 1.94 $ 1.79 $ 0.77 ============ ============ ============ Net Income Available to Common Stockholders ......... $ 2.42 $ 2.38 $ 2.24 ============ ============ ============ In accordance with FASB Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS 128"), the basic weighted average shares outstanding for 2002 and 2001 have been adjusted to exclude restricted stock issued that has not vested. The diluted weighted average shares outstanding for 2002 and 2001 have been adjusted to exclude restricted stock issued that has not vested except for the impact of the dilution related to restricted stock outstanding for each respective year. Due to these adjustments, basic and diluted earnings per share available to common stockholders for the years ended December 31, 2002 and 2001 exceeds the basic and diluted earning per share available to common stockholders reported in 2002's Form 10-K by $.02 per share and $.02 per share for both the years ended December 31, 2002 and 2001. F-28
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 non-cancelable operating leases in effect as of December 31, 2003 are approximately as follows: 2004 $ 221,627 2005 172,528 2006 123,227 2007 87,588 2008 61,592 Thereafter 92,628 ---------- Total $ 759,190 ========== 12. EMPLOYEE BENEFIT PLANS The Company maintains three stock incentive plans (the "Stock Incentive Plans") which are administered by the Compensation Committee of the Board of Directors. There are approximately 10.0 million shares reserved under the Stock Incentive Plans. Only officers and other employees of the Company and its affiliates generally are eligible to participate in the Stock Incentive Plans. However, Independent Directors of the Company have received automatic annual grants of options to purchase 10,000 shares at a per share exercise price equal to the fair market value of a share on the date of grant. The Stock Incentive Plans authorize (i) the grant of stock options that qualify as incentive stock options under Section 422 of the Code, (ii) the grant of stock options that do not so qualify, (iii) restricted stock awards, (iv) performance share awards and (v) dividend equivalent rights. The exercise price of 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, 2003, stock options and restricted stock covering 3.4 million shares were outstanding and 3.1 million shares were available under the Stock Incentive Plans. The outstanding stock options generally vest over one to three year periods and have lives of ten years. Stock option transactions are summarized as follows: Weighted Average Exercise Price Shares Exercise Price per Share ------------ -------------- ---------------- Outstanding at December 31, 2000 3,023,467 $ 27.61 $ 18.25-$31.13 Granted 1,030,900 $ 32.98 $ 31.05-$33.125 Exercised (717,836) $ 25.99 $ 20.25-$31.125 Expired or Terminated (387,086) $ 30.13 $ 21.125-$33.125 ------------ Outstanding at December 31, 2001 2,949,445 $ 29.55 $ 18.25-$33.125 Granted 945,600 $ 30.72 $30.53-$33.15 Exercised (561,418) $ 28.32 $ 22.75-$33.125 Expired or Terminated (190,992) $ 30.52 $ 25.125-$33.125 ------------ Outstanding at December 31, 2002 3,142,635 $ 30.06 $ 18.25-$33.15 Exercised (531,473) $ 27.99 $ 20.25-$33.13 Expired or Terminated (107,149) $ 31.34 $ 25.13-$33.13 ------------ Outstanding at December 31, 2003 2,504,013 $ 30.45 $ 18.25-$33.15 ============ F-29
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, 2003: Options Outstanding Options Exercisable ------------------------------------------ ----------------------- Weighted Weighted Weighted Average Average Average Number Remaining Exercise Number Exercise Range of Exercise Price Outstanding Contractual Life Price Exercisable Price - ----------------------- ----------- ---------------- --------- ----------- --------- $ 18.25 - $ 27.69 467,422 4.46 $ 25.47 467,422 $ 25.47 $ 30.00 - $ 33.15 2,036,591 6.76 $ 31.59 1,293,302 $ 31.62 In September 1994, the Board of Directors approved and the Company adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. The Company may make, but is not required to make, matching contributions. For the years ended December 31, 2003, 2002 and 2001, the Company made matching contributions of approximately $109, $99 and $220, respectively. During 2003, the Company awarded 692,888 shares of restricted Common Stock to certain employees and 11,956 shares of restricted Common Stock to certain Directors. These restricted shares of Common Stock had a fair value of approximately $20,640 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings over the vesting period. During 2002, the Company awarded 90,260 shares of restricted Common Stock to certain employees and 3,720 shares of restricted Common Stock to certain Directors. These restricted shares of Common Stock had a fair value of approximately $3,232 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings over the vesting period. During 2001, the Company awarded 94,450 shares of restricted Common Stock to certain employees and 3,699 shares of restricted Common Stock to certain Directors. These restricted shares of Common Stock had a fair value of approximately $3,133 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings 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, 2003, 2002 and 2001, this relative received brokerage commissions in the amount of $116, $74 and $17, respectively, from 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 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. F-30
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 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. 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 26 industrial properties totaling approximately 2.6 million square feet (unaudited) of GLA. The estimated total construction costs are approximately $156.1 million (unaudited). Of this amount, approximately $33.9 million remains to be funded. These developments are expected to be funded with proceeds from the sale of select properties, cash flows from operations and borrowings under the Company's 2002 Unsecured Line of Credit. 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. In connection with the acquisition of a property, the Company deferred $10,425 of the purchase price and provided a letter of credit for $10,425 which expires in January 2004. In January 2004, the Company paid the $10,425 of deferred purchase price and the letter of credit was returned to the Company. At December 31, 2003, the Company had 16 other letters of credit outstanding in the aggregate amount of $7,352. These letters of credit expire between March 2004 and December 2006. Ground and Operating Lease Agreements Future minimum rental payments under the terms of all non-cancelable ground and operating leases under which the Company is the lessee, as of December 31, 2003, are as follows: 2004 $ 1,924 2005 1,594 2006 1,773 2007 1,084 2008 936 Thereafter 43,941 ------- Total $51,252 ======= F-31
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 15. SUBSEQUENT EVENTS On January 20, 2004, the Company and the Operating Partnership paid a fourth quarter 2003 distribution of $.6850 per common share/unit, totaling approximately $31,889. On February 25, 2004, the Company declared a first quarter 2004 distribution of $.6850 per common share/unit on its common stock/units which is payable on April 19, 2004. The Company also declared first quarter 2004 dividends of $53.906 per share ($.53906 per Depositary share), $49.688 per share ($.49688 per Depositary share) and $49.375 per share ($.49375 per Depositary share) on its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, totaling, in the aggregate, approximately $5,044, which is payable on March 31, 2004. From January 1, 2004 to March 5, 2004, the Company awarded 1,221 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $40 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, 2004 to March 5, 2004, the Company acquired or completed development of nine industrial properties for a total estimated investment of approximately $48,096. The Company also sold one land parcel for approximately $173 of gross proceeds during this period. F-32
FIRST INDUSTRIAL REALTY TRUST, INC. NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands) 16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table summarizes quarterly financial information of the Company. The first, second and third fiscal quarters of 2003 and all fiscal quarters in 2002 have been restated in accordance with FAS 144. As a result, income from continuing operations and income from discontinued operations in this table will not agree to the income from continuing operations and income from discontinued operations presented in prior financial statements filed with the Securities and Exchange Commission. Year Ended December 31, 2003 ------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- --------- Total Revenues...................................................... $ 89,789 $ 80,887 $ 83,882 $ 86,823 Equity in Income (Loss) of Joint Ventures........................... 174 269 262 (166) Income from Continuing Operations................................... 10,977 4,666 6,033 3,994 Income from Discontinued Operations................................. 21,690 18,751 24,302 23,132 Minority Interest Allocable to Discontinued Operations.............. (3,223) (2,784) (3,572) (3,479) Gain on Sale of Real Estate, Net of Minority Interest............... 1,106 2,840 3,931 5,409 Net Income.......................................................... 30,550 23,473 30,694 29,056 Preferred Stock Dividends........................................... (5,044) (5,044) (5,044) (5,044) ---------- ---------- ---------- --------- Net Income Available to Common Stockholders......................... $ 25,506 $ 18,429 $ 25,650 $ 24,012 ========== ========== ========== ========= Income from Continuing Operations Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic............................................................. $ 0.18 $ 0.06 $ 0.13 $ 0.11 ========== ========== ========== ========= Diluted........................................................... $ 0.18 $ 0.06 $ 0.13 $ 0.11 ========== ========== ========== ========= Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic............................................................. $ 0.66 $ 0.48 $ 0.67 $ 0.62 ========== ========== ========== ========= Diluted........................................................... $ 0.66 $ 0.48 $ 0.66 $ 0.61 ========== ========== ========== ========= F-33
FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED), CONTINUED Year Ended December 31, 2002 ------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- --------- Total Revenues...................................................... $ 74,322 $ 77,946 $ 78,507 $ 83,182 Equity in Income (Loss) of Joint Ventures........................... 222 354 559 (672) Income from Continuing Operations................................... 10,125 8,467 9,572 8,012 Income from Discontinued Operations................................. 18,942 21,941 13,727 27,728 Minority Interest Allocable to Discontinued Operations.............. (2,834) (3,282) (2,021) (4,181) Gain on Sale of Real Estate, Net of Minority Interest............... 4,540 4,120 6,952 (1,600) Net Income.......................................................... 30,773 31,246 28,230 29,959 Preferred Stock Dividends........................................... (7,231) (6,113) (5,044) (5,044) Redemption of Series B Preferred Stock.............................. - (3,707) - - ---------- ---------- ---------- --------- Net Income Available to Common Stockholders......................... $ 23,542 $ 21,426 $ 23,186 $ 24,915 ========== ========== ========== ========= Income from Continuing Operations Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic......................................................... $ 0.19 $ 0.07 $ 0.29 $ 0.04 ========== ========== ========== ========= Diluted....................................................... $ 0.19 $ 0.07 $ 0.29 $ 0.04 ========== ========== ========== ========= Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic......................................................... $ 0.61 $ 0.55 $ 0.59 $ 0.64 ========== ========== ========== ========= Diluted....................................................... $ 0.60 $ 0.54 $ 0.59 $ 0.64 ========== ========== ========== ========= Due to the adjustments to basic and diluted weighted average shares (See Note 10), basic and diluted earnings per share available to common stockholders presented in the above table for the quarters ended March 31, 2003 and 2002, June 30, 2003 and 2002, September 30, 2003 and 2002 do not agree with the basic and diluted earnings per share available to common stockholders reported in the 2003 and 2002 Form 10Qs. The impact of the adjustments on earnings per share available to common stockholders in such quarters ranges from $.01 per share to $.02 per share. F-34
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE 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 March 9, 2004 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. As discussed in Note 3 to the consolidated financial statements, on January 1, 2002, First Industrial Realty Trust, Inc. and its subsidiaries adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." PricewaterhouseCoopers LLP Chicago, Illinois March 9, 2004 S-1
FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As Of December 31, 2003 (Dollars in thousands) COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- ATLANTA 4250 River Green Parkway Duluth, GA $ 264 $ 1,522 141 3400 Corporate Parkway Duluth, GA 281 1,621 435 3450 Corporate Parkway Duluth, GA 506 2,904 442 3500 Corporate Parkway Duluth, GA 260 1,500 176 3425 Corporate Parkway Duluth, GA 385 2,212 348 1650 GA Highway 155 McDonough, GA 788 4,544 344 14101 Industrial Park Boulevard Covington, GA 285 1,658 549 801-804 Blacklawn Road Conyers, GA 361 2,095 767 1665 Dogwood Drive Conyers, GA 635 3,662 234 1715 Dogwood Drive Conyers, GA 288 1,675 245 11235 Harland Drive Covington, GA 125 739 70 4050 Southmeadow Parkway Atlanta, GA 401 2,813 230 4051 Southmeadow Parkway Atlanta, GA 726 4,130 1,149 4071 Southmeadow Parkway Atlanta, GA 750 4,460 981 3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,891 370 Great Southwest Parkway (j) Atlanta, GA 527 2,984 716 955 Cobb Place Kennesaw, GA 780 4,420 530 2039 Monier Blvd Lithia Springs, GA 651 2,770 754 1005 Sigman Road Conyers, GA 566 3,134 147 2050 East Park Drive Conyers, GA 452 2,504 189 201 Greenwood McDonough, GA 2,066 304 20,836 220 Greenwood Court McDonough, GA 2,015 - 8,819 1255 Oakbrook Drive Norcross, GA 195 1,107 71 1256 Oakbrook Drive Norcross, GA 336 1,907 235 1265 Oakbrook Drive Norcross, GA 307 1,742 160 1266 Oakbrook Drive Norcross, GA 234 1,326 39 1275 Oakbrook Drive Norcross, GA 400 2,269 85 1280 Oakbrook Drive Norcross, GA 281 1,592 188 1300 Oakbrook Drive Norcross, GA 420 2,381 43 1325 Oakbrook Drive Norcross, GA 332 1,879 137 1351 Oakbrook Drive Norcross, GA 370 2,099 105 1346 Oakbrook Drive Norcross, GA 740 4,192 84 1412 Oakbrook Drive Norcross, GA 313 1,776 65 7800 The Bluffs (t) Austell, GA 490 2,415 375 3060 South Park Blvd Ellenwood, GA 1,600 12,464 919 BALTIMORE 3431 Benson Baltimore, MD 553 3,062 111 1801 Portal Baltimore, MD 251 1,387 176 1811 Portal Baltimore, MD 327 1,811 340 1831 Portal Baltimore, MD 268 1,486 452 1821 Portal Baltimore, MD 430 2,380 1,490 1820 Portal Baltimore, MD (f) 884 4,891 455 6615 Tributary Baltimore, MD 420 2,327 134 7340 Executive Frederick, MD 936 5,182 362 4845 Governers Way Frederick, MD 810 4,487 304 8900 Yellow Brick Road Baltimore, MD 447 2,473 368 7476 New Ridge Hanover, MD 394 2,182 208 8779 Greenwood Place Savage, MD 704 3,896 679 1350 Blair Drive Odenton, MD 301 1,706 244 1360 Blair Drive Odenton, MD 321 1,820 85 1370 Blair Drive Odenton, MD 381 2,161 125 9020 Mendenhall Court Columbia, MD 530 3,001 227 504 Advantage Way (t) Aberdeen, MD 2,799 15,864 368 9700 Martin Luther King Hwy (t) Lanham, MD 700 1,920 281 9730 Martin Luther King Hwy (t) Lanham, MD 500 955 479 4600 Boston Way Lanham, MD 1,400 2,482 239 4621 Boston Way (t) Lanham, MD 1,100 3,070 174 4720 Boston Way (t) Lanham, MD 1,200 2,174 550 4700 Boston Way Lanham, MD 820 907 318 9800 Martin Luther King Hwy Lanham, MD 1,200 2,457 543 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ----------------------------- ACCUMULATED LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ ATLANTA 4250 River Green Parkway Duluth, GA 264 1,663 1,926 417 1988 (p) 3400 Corporate Parkway Duluth, GA 281 2,056 2,337 687 1987 (p) 3450 Corporate Parkway Duluth, GA 506 3,346 3,852 844 1988 (p) 3500 Corporate Parkway Duluth, GA 260 1,676 1,935 435 1991 (p) 3425 Corporate Parkway Duluth, GA 385 2,560 2,944 715 1990 (p) 1650 GA Highway 155 McDonough, GA 788 4,888 5,676 1,294 1991 (p) 14101 Industrial Park Boulevard Covington, GA 285 2,207 2,492 471 1984 (p) 801-804 Blacklawn Road Conyers, GA 361 2,862 3,223 749 1982 (p) 1665 Dogwood Drive Conyers, GA 635 3,895 4,530 942 1973 (p) 1715 Dogwood Drive Conyers, GA 288 1,920 2,208 525 1973 (p) 11235 Harland Drive Covington, GA 125 809 934 199 1988 (p) 4050 Southmeadow Parkway Atlanta, GA 425 3,019 3,444 724 1991 (p) 4051 Southmeadow Parkway Atlanta, GA 726 5,279 6,005 1,162 1989 (p) 4071 Southmeadow Parkway Atlanta, GA 828 5,363 6,191 1,311 1991 (p) 3312 N. Berkeley Lake Road Duluth, GA 3,052 18,420 21,472 3,703 1969 (p) 370 Great Southwest Parkway (j) Atlanta, GA 546 3,680 4,226 858 1986 (p) 955 Cobb Place Kennesaw, GA 804 4,926 5,730 745 1991 (p) 2039 Monier Blvd Lithia Springs, GA 652 3,523 4,175 290 1999 (p) 1005 Sigman Road Conyers, GA 574 3,272 3,847 348 1986 (p) 2050 East Park Drive Conyers, GA 459 2,686 3,145 375 1998 (p) 201 Greenwood McDonough, GA 2,521 20,685 23,207 2,011 1999 (p) 220 Greenwood Court McDonough, GA 1,700 9,134 10,834 476 2000 (p) 1255 Oakbrook Drive Norcross, GA 197 1,177 1,374 70 1984 (p) 1256 Oakbrook Drive Norcross, GA 339 2,140 2,478 134 1984 (p) 1265 Oakbrook Drive Norcross, GA 309 1,901 2,210 111 1984 (p) 1266 Oakbrook Drive Norcross, GA 235 1,363 1,599 82 1984 (p) 1275 Oakbrook Drive Norcross, GA 403 2,351 2,754 140 1986 (p) 1280 Oakbrook Drive Norcross, GA 283 1,778 2,061 102 1986 (p) 1300 Oakbrook Drive Norcross, GA 423 2,422 2,845 146 1986 (p) 1325 Oakbrook Drive Norcross, GA 334 2,014 2,348 116 1986 (p) 1351 Oakbrook Drive Norcross, GA 373 2,201 2,574 138 1984 (p) 1346 Oakbrook Drive Norcross, GA 744 4,271 5,015 257 1985 (p) 1412 Oakbrook Drive Norcross, GA 315 1,840 2,155 110 1985 (p) 7800 The Bluffs (t) Austell, GA 495 2,785 3,280 65 1995 (p) 3060 South Park Blvd Ellenwood, GA 1,603 13,380 14,983 305 1992 (p) BALTIMORE 3431 Benson Baltimore, MD 562 3,164 3,726 453 1988 (p) 1801 Portal Baltimore, MD 271 1,542 1,813 227 1987 (p) 1811 Portal Baltimore, MD 354 2,125 2,478 390 1987 (p) 1831 Portal Baltimore, MD 290 1,916 2,206 351 1990 (p) 1821 Portal Baltimore, MD 468 3,833 4,301 845 1986 (p) 1820 Portal Baltimore, MD 899 5,330 6,230 751 1982 (p) 6615 Tributary Baltimore, MD 432 2,448 2,881 361 1987 (p) 7340 Executive Frederick, MD 957 5,523 6,480 808 1988 (p) 4845 Governers Way Frederick, MD 824 4,777 5,601 667 1988 (p) 8900 Yellow Brick Road Baltimore, MD 475 2,812 3,287 404 1982 (p) 7476 New Ridge Hanover, MD 401 2,383 2,784 352 1987 (p) 8779 Greenwood Place Savage, MD 727 4,552 5,279 513 1978 (p) 1350 Blair Drive Odenton, MD 314 1,937 2,251 178 1991 (p) 1360 Blair Drive Odenton, MD 331 1,894 2,225 142 1991 (p) 1370 Blair Drive Odenton, MD 394 2,273 2,667 177 1991 (p) 9020 Mendenhall Court Columbia, MD 536 3,221 3,757 176 1981 (p) 504 Advantage Way (t) Aberdeen, MD 2,802 16,229 19,031 253 1987/1992 (p) 9700 Martin Luther King Hwy (t) Lanham, MD 700 2,201 2,901 10 1980 (p) 9730 Martin Luther King Hwy (t) Lanham, MD 500 1,434 1,934 9 1980 (p) 4600 Boston Way Lanham, MD 1,400 2,721 4,121 22 1980 (p) 4621 Boston Way (t) Lanham, MD 1,100 3,244 4,344 23 1980 (p) 4720 Boston Way (t) Lanham, MD 1,200 2,724 3,924 10 1979 (p) 4700 Boston Way Lanham, MD 820 1,225 2,045 12 1979 (p) 9800 Martin Luther King Hwy Lanham, MD 1,200 3,000 4,200 17 1978 (p) S-2
CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- CENTRAL PENNSYLVANIA 1214-B Freedom Road Cranberry Township, PA 31 994 612 401 Russell Drive Middletown, PA 262 857 1,845 2700 Commerce Drive Middletown, PA 196 997 710 2701 Commerce Drive Middletown, PA 141 859 1,172 2780 Commerce Drive Middletown, PA 113 743 1,051 7125 Grayson Road Harrisburg, PA 1,514 8,779 88 7253 Grayson Road Harrisburg, PA 894 5,168 215 5020 Louise Drive Mechanicsburg, PA 707 - 2,795 7195 Grayson Harrisburg, PA 478 2,771 105 3380 Susquehanna Trail North York,PA 450 2,550 137 350 Old Silver Springs Road Mechanicsburg, PA 510 2,890 4,402 4500 Westport Drive Mechanicsburg, PA 690 3,910 426 16522 Hunters Green Parkway Hagerstown, MD (h) 1,390 13,104 3,881 CHICAGO 720-730 Landwehr Road Northbrook, IL 521 2,982 453 20W201 101st Street Lemont, IL 967 5,554 1,141 3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 1,114 6750 South Sayre Avenue Bedford Park, IL 224 1,309 431 585 Slawin Court Mount Prospect, IL 611 3,505 153 2300 Windsor Court Addison, IL 688 3,943 659 3505 Thayer Court Aurora, IL 430 2,472 45 305-311 Era Drive Northbrook, IL 200 1,154 157 4330 South Racine Avenue Chicago, IL 448 1,893 520 12241 Melrose Street Franklin Park, IL 332 1,931 1,924 3150-3160 MacArthur Boulevard Northbrook, IL 439 2,518 112 2942 MacArthur Boulevard Northbrook, IL 315 1,803 256 305-307 East North Ave Carol Stream, IL 126 - 2,736 11939 S Central Avenue Alsip, IL 1,208 6,843 2,166 405 East Shawmut LaGrange, IL 368 2,083 160 1010-50 Sesame Street Bensenville, IL 979 5,546 1,531 5555 West 70th Place Bedford Park, IL 146 829 280 7401 South Pulaski Chicago, IL 664 3,763 1,311 7501 S. Pulaski Chicago, IL 360 2,038 1,016 385 Fenton Lane West Chicago, IL 868 4,918 567 335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 1,101 905 Paramount Batavia, IL 243 1,375 383 1005 Paramount Batavia, IL 282 1,600 360 2120-24 Roberts Broadview, IL 220 1,248 429 3575 Stern Avenue St. Charles, IL 431 2,386 50 3810 Stern Avenue St. Charles, IL 589 3,262 45 700 Business Center Drive Mount Prospect, IL 270 1,492 120 555 Business Center Drive Mount Prospect, IL 241 1,336 83 800 Business Center Drive Mount Prospect, IL 631 3,493 233 580 Slawin Court Mount Prospect, IL 233 1,292 140 1150 Feehanville Drive Mount Prospect, IL 260 1,437 117 1200 Business Center D rive Mount Prospect, IL 765 4,237 386 1331 Business Center Drive Mount Prospect, IL 235 1,303 136 19W661 101st Street Lemont, IL 1,200 6,643 153 19W751 101st Street Lemont, IL 789 4,368 224 175 Wall Street Glendale Heights, IL 427 2,363 43 800-820 Thorndale Avenue Bensenville, IL 751 4,159 66 830-890 Supreme Drive Bensenville, IL 671 3,714 165 1400-1436 Brook Drive Downers Grove, IL (i) 1,900 3,787 577 1661 Feehanville Drive Mount Prospect, IL 985 5,455 565 5100 West 70th Place (t) Bedford Park, IL 2,250 5,050 3,122 CINCINNATI 9900-9970 Princeton Cincinnati, OH 545 3,088 1,584 2940 Highland Avenue Cincinnati, OH 1,717 9,730 2,148 4700-4750 Creek Road Blue Ash, OH 1,080 6,118 1,017 12072 Best Place Springboro, OH 426 - 3,411 901 Pleasant Valley Drive Springboro, OH 304 1,721 301 4440 Mulhauser Road Cincinnati, OH 1,067 39 5,368 4434 Mulhauser Road Cincinnati, OH 444 16 4,519 9449 Glades Drive Hamilton, OH - - 4,813 420 Wards Corner Road (t) Loveland, OH 600 1,083 743 422 Wards Corner Road (t) Loveland, OH 600 1,811 551 10901 Kenwood (t) Blue Ash, OH 750 1,650 (50) COLUMBUS 3800 Lockbourne Industrial Pkwy (s) Columbus, OH 1,133 6,421 127 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ----------------------------- ACCUMULATED LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ CENTRAL PENNSYLVANIA 1214-B Freedom Road Cranberry Township, PA 200 1,438 1,637 779 1982 (p) 401 Russell Drive Middletown, PA 287 2,677 2,964 1,201 1990 (p) 2700 Commerce Drive Middletown, PA 206 1,697 1,903 737 1990 (p) 2701 Commerce Drive Middletown, PA 164 2,008 2,172 749 1989 (p) 2780 Commerce Drive Middletown, PA 209 1,698 1,907 763 1989 (p) 7125 Grayson Road Harrisburg, PA 1,514 8,867 10,380 2,146 1991 (p) 7253 Grayson Road Harrisburg, PA 894 5,383 6,277 1,416 1990 (p) 5020 Louise Drive Mechanicsburg, PA 716 2,786 3,502 676 1995 (p) 7195 Grayson Harrisburg, PA 479 2,875 3,353 647 1994 (p) 3380 Susquehanna Trail North York,PA 467 2,671 3,137 456 1990 (p) 350 Old Silver Springs Road Mechanicsburg, PA 541 7,261 7,802 1,057 1968/97 (p) 4500 Westport Drive Mechanicsburg, PA 727 4,299 5,026 684 1996 (p) 16522 Hunters Green Parkway Hagerstown, MD 1,863 16,512 18,375 304 2000 (p) CHICAGO 720-730 Landwehr Road Northbrook, IL 521 3,435 3,956 825 1978 (p) 20W201 101st Street Lemont, IL 968 6,694 7,662 1,849 1988 (p) 3600 West Pratt Avenue Lincolnwood, IL 1,050 6,881 7,931 1,630 1953/88 (p) 6750 South Sayre Avenue Bedford Park, IL 224 1,740 1,964 386 1975 (p) 585 Slawin Court Mount Prospect, IL 611 3,658 4,269 791 1992 (p) 2300 Windsor Court Addison, IL 696 4,594 5,290 1,352 1986 (p) 3505 Thayer Court Aurora, IL 430 2,517 2,947 607 1989 (p) 305-311 Era Drive Northbrook, IL 205 1,307 1,511 338 1978 (p) 4330 South Racine Avenue Chicago, IL 468 2,393 2,861 1,688 1978 (p) 12241 Melrose Street Franklin Park, IL 469 3,718 4,187 817 1969 (p) 3150-3160 MacArthur Boulevard Northbrook, IL 429 2,640 3,069 696 1978 (p) 2942 MacArthur Boulevard Northbrook, IL 311 2,062 2,374 681 1979 (p) 305-307 East North Ave Carol Stream, IL 128 2,735 2,863 221 1999 (p) 11939 S Central Avenue Alsip, IL 1,305 8,911 10,216 1,319 1972 (p) 405 East Shawmut LaGrange, IL 387 2,222 2,610 353 1965 (p) 1010-50 Sesame Street Bensenville, IL 1,048 7,007 8,056 890 1976 (p) 5555 West 70th Place Bedford Park, IL 157 1,098 1,255 163 1973 (p) 7401 South Pulaski Chicago, IL 669 5,069 5,738 837 1975/86 (p) 7501 S. Pulaski Chicago, IL 318 3,097 3,414 605 1975/86 (p) 385 Fenton Lane West Chicago, IL 884 5,468 6,353 860 1990 (p) 335 Crossroad Parkway Bolingbrook, IL 1,585 9,917 11,501 1,697 1996 (p) 905 Paramount Batavia, IL 252 1,749 2,001 259 1977 (p) 1005 Paramount Batavia, IL 293 1,950 2,243 293 1978 (p) 2120-24 Roberts Broadview, IL 231 1,666 1,897 306 1960 (p) 3575 Stern Avenue St. Charles, IL 436 2,431 2,867 187 1979/84 (p) 3810 Stern Avenue St. Charles, IL 596 3,301 3,897 254 1985 (p) 700 Business Center Drive Mount Prospect, IL 288 1,594 1,882 123 1980 (p) 555 Business Center Drive Mount Prospect, IL 252 1,409 1,661 109 1981 (p) 800 Business Center Drive Mount Prospect, IL 666 3,691 4,357 284 1988/99 (p) 580 Slawin Court Mount Prospect, IL 254 1,411 1,666 108 1985 (p) 1150 Feehanville Drive Mount Prospect, IL 273 1,541 1,814 125 1983 (p) 1200 Business Center D rive Mount Prospect, IL 814 4,575 5,388 389 1988/2000 (p) 1331 Business Center Drive Mount Prospect, IL 255 1,419 1,674 109 1985 (p) 19W661 101st Street Lemont, IL 1,200 6,795 7,995 378 1988 (p) 19W751 101st Street Lemont, IL 812 4,570 5,382 256 1991 (p) 175 Wall Street Glendale Heights, IL 433 2,400 2,833 115 1990 (p) 800-820 Thorndale Avenue Bensenville, IL 760 4,215 4,976 114 1985 (p) 830-890 Supreme Drive Bensenville, IL 679 3,871 4,550 119 1981 (p) 1400-1436 Brook Drive Downers Grove, IL 1,906 4,357 6,264 193 1972 (p) 1661 Feehanville Drive Mount Prospect, IL 1,044 5,961 7,005 452 1986 (p) 5100 West 70th Place (t) Bedford Park, IL 2,282 8,140 10,422 167 1978/1988 (p) CINCINNATI 9900-9970 Princeton Cincinnati, OH 566 4,650 5,216 1,043 1970 (p) 2940 Highland Avenue Cincinnati, OH 1,772 11,823 13,595 2,460 1969/74 (p) 4700-4750 Creek Road Blue Ash, OH 1,109 7,105 8,214 1,662 1960 (p) 12072 Best Place Springboro, OH 443 3,394 3,837 677 1984 (p) 901 Pleasant Valley Drive Springboro, OH 316 2,010 2,326 377 1984/94 (p) 4440 Mulhauser Road Cincinnati, OH 655 5,819 6,474 853 1999 (p) 4434 Mulhauser Road Cincinnati, OH 463 4,515 4,978 555 1999 (p) 9449 Glades Drive Hamilton, OH 2 4,811 4,813 570 1999 (p) 420 Wards Corner Road (t) Loveland, OH 603 1,823 2,426 62 1985 (p) 422 Wards Corner Road (t) Loveland, OH 603 2,358 2,962 89 1985 (p) 10901 Kenwood (t) Blue Ash, OH 750 1,600 2,350 14 1960 (p) COLUMBUS 3800 Lockbourne Industrial Pkwy (s) Columbus, OH 1,045 6,636 7,681 1,697 1986 (p) S-3
CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) --------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- 1819 North Walcutt Road (s) Columbus, OH 810 4,590 (566) 4300 Cemetery Road (s) Hillard, OH 1,103 6,248 (1,794) 4115 Leap Road (j) Hillard, OH 758 4,297 476 3300 Lockbourne Columbus, OH 708 3,920 1,107 DALLAS/FORT WORTH 1275-1281 Roundtable Drive Dallas, TX 148 839 28 2406-2416 Walnut Ridge Dallas, TX 178 1,006 286 12750 Perimiter Drive Dallas, TX 638 3,618 245 1324-1343 Roundtable Drive Dallas, TX 178 1,006 293 2401-2419 Walnut Ridge Dallas, TX 148 839 114 4248-4252 Simonton Farmers Ranch, TX 888 5,032 435 900-906 Great Southwest Pkwy Arlington, TX 237 1,342 428 2179 Shiloh Road Garland, TX 251 1,424 127 2159 Shiloh Road Garland, TX 108 610 55 2701 Shiloh Road Garland, TX 818 4,636 1,228 12784 Perimeter Drive (k) Dallas, TX 350 1,986 576 3000 West Commerce Dallas, TX 456 2,584 530 3030 Hansboro Dallas, TX 266 1,510 476 5222 Cockrell Hill Dallas, TX 296 1,677 389 405-407 113th Arlington, TX 181 1,026 180 816 111th Street Arlington, TX 251 1,421 62 7341 Dogwood Park Richland Hills, TX 79 435 56 7427 Dogwood Park Richland Hills, TX 96 532 73 7348-54 Tower Street Richland Hills, TX 88 489 66 7370 Dogwood Park Richland Hills, TX 91 503 106 7339-41 Tower Street Richland Hills, TX 98 541 69 7437-45 Tower Street Richland Hills, TX 102 563 77 7331-59 Airport Freeway Richland Hills, TX 354 1,958 351 7338-60 Dogwood Park Richland Hills, TX 106 587 110 7450-70 Dogwood Park Richland Hills, TX 106 584 168 7423-49 Airport Freeway Richland Hills, TX 293 1,621 514 7400 Whitehall Street Richland Hills, TX 109 603 114 1602-1654 Terre Colony Dallas, TX 458 2,596 168 3330 Duncanville Road Dallas, TX 197 1,114 28 6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 330 2351-2355 Merritt Drive Garland, TX 101 574 66 10575 Vista Park Dallas, TX 366 2,074 32 701-735 North Plano Road Richardson, TX 696 3,944 110 2259 Merritt Drive Garland, TX 96 544 43 2260 Merritt Drive Garland, TX 319 1,806 42 2220 Merritt Drive Garland, TX 352 1,993 255 2010 Merritt Drive Garland, TX 350 1,981 159 2363 Merritt Drive Garland, TX 73 412 7 2447 Merritt Drive Garland, TX 70 395 7 2465-2475 Merritt Drive Garland, TX 91 514 9 2485-2505 Merritt Drive Garland, TX 431 2,440 87 17919 Waterview Parkway Dallas, TX 833 4,718 94 2081 Hutton Drive - Bldg 1 (k) Carrolton, TX 448 2,540 416 2150 Hutton Drive Carrolton, TX 192 1,089 244 2110 Hutton Drive Carrolton, TX 374 2,117 188 2025 McKenzie Drive Carrolton, TX 437 2,478 417 2019 McKenzie Drive Carrolton, TX 502 2,843 200 1420 Valwood Parkway - Bldg 1 (j) Carrolton, TX 460 2,608 509 1620 Valwood Parkway (k) Carrolton, TX 1,089 6,173 1,093 1505 Luna Road - Bldg II Carrolton, TX 167 948 55 1625 West Crosby Road Carrolton, TX 617 3,498 764 2029-2035 McKenzie Drive Carrolton, TX 330 1,870 990 1840 Hutton Drive (j) Carrolton, TX 811 4,597 542 1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 327 2015 McKenzie Drive Carrolton, TX 510 2,891 344 2105 McDaniel Drive Carrolton, TX 502 2,844 727 2009 McKenzie Drive Carrolton, TX 476 2,699 344 1505 Luna Road - Bldg I Carrolton, TX 521 2,953 105 900-1100 Avenue S Grand Prairie, TX 623 3,528 321 15001 Trinity Blvd Ft. Worth, TX 529 2,998 36 Plano Crossing (l) Plano, TX 1,961 11,112 132 7413A-C Dogwood Park Richland Hills, TX 110 623 105 7450 Tower Street Richland Hills, TX 36 204 5 7436 Tower Street Richland Hills, TX 57 324 18 7501 Airport Freeway Richland Hills, TX 113 638 14 7426 Tower Street Richland Hills, TX 76 429 7 7427-7429 Tower Street Richland Hills, TX 75 427 14 2840-2842 Handley Ederville Rd Richland Hills, TX 112 635 14 7451-7477 Airport Freeway Richland Hills, TX 256 1,453 98 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ----------------------------- ACCUMULATED LOCATION BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ 1819 North Walcutt Road (s) Columbus, OH 637 4,197 4,834 842 1973 (p) 4300 Cemetery Road (s) Hillard, OH 764 4,792 5,556 892 1968/83 (p) 4115 Leap Road (j) Hillard, OH 756 4,774 5,531 646 1977 (p) 3300 Lockbourne Columbus, OH 710 5,024 5,734 722 1964 (p) DALLAS/FORT WORTH 1275-1281 Roundtable Drive Dallas, TX 117 897 1,015 158 1966 (p) 2406-2416 Walnut Ridge Dallas, TX 183 1,287 1,470 191 1978 (p) 12750 Perimiter Drive Dallas, TX 660 3,842 4,501 594 1979 (p) 1324-1343 Roundtable Drive Dallas, TX 184 1,293 1,477 247 1972 (p) 2401-2419 Walnut Ridge Dallas, TX 153 948 1,101 137 1978 (p) 4248-4252 Simonton Farmers Ranch, TX 920 5,435 6,355 874 1973 (p) 900-906 Great Southwest Pkwy Arlington, TX 270 1,737 2,007 238 1972 (p) 2179 Shiloh Road Garland, TX 256 1,545 1,802 241 1982 (p) 2159 Shiloh Road Garland, TX 110 663 773 106 1982 (p) 2701 Shiloh Road Garland, TX 923 5,759 6,682 863 1981 (p) 12784 Perimeter Drive (k) Dallas, TX 396 2,515 2,912 389 1981 (p) 3000 West Commerce Dallas, TX 469 3,101 3,570 436 1980 (p) 3030 Hansboro Dallas, TX 276 1,977 2,252 335 1971 (p) 5222 Cockrell Hill Dallas, TX 306 2,056 2,363 287 1973 (p) 405-407 113th Arlington, TX 185 1,201 1,386 245 1969 (p) 816 111th Street Arlington, TX 258 1,476 1,734 229 1972 (p) 7341 Dogwood Park Richland Hills, TX 84 486 570 61 1973 (p) 7427 Dogwood Park Richland Hills, TX 102 600 702 76 1973 (p) 7348-54 Tower Street Richland Hills, TX 94 549 643 71 1978 (p) 7370 Dogwood Park Richland Hills, TX 96 603 700 79 1987 (p) 7339-41 Tower Street Richland Hills, TX 104 604 708 80 1980 (p) 7437-45 Tower Street Richland Hills, TX 108 633 741 81 1977 (p) 7331-59 Airport Freeway Richland Hills, TX 372 2,291 2,663 363 1987 (p) 7338-60 Dogwood Park Richland Hills, TX 112 691 803 109 1978 (p) 7450-70 Dogwood Park Richland Hills, TX 112 746 857 128 1985 (p) 7423-49 Airport Freeway Richland Hills, TX 308 2,120 2,428 391 1985 (p) 7400 Whitehall Street Richland Hills, TX 115 711 827 142 1994 (p) 1602-1654 Terre Colony Dallas, TX 468 2,755 3,223 287 1981 (p) 3330 Duncanville Road Dallas, TX 199 1,139 1,338 92 1987 (p) 6851-6909 Snowden Road Fort Worth, TX 1,038 6,127 7,165 584 1985/86 (p) 2351-2355 Merritt Drive Garland, TX 103 639 741 63 1986 (p) 10575 Vista Park Dallas, TX 371 2,102 2,472 171 1988 (p) 701-735 North Plano Road Richardson, TX 705 4,045 4,750 331 1972/94 (p) 2259 Merritt Drive Garland, TX 97 586 683 78 1986 (p) 2260 Merritt Drive Garland, TX 323 1,844 2,167 149 1986/99 (p) 2220 Merritt Drive Garland, TX 356 2,244 2,600 169 1986/2000 (p) 2010 Merritt Drive Garland, TX 354 2,136 2,489 290 1986 (p) 2363 Merritt Drive Garland, TX 74 418 492 34 1986 (p) 2447 Merritt Drive Garland, TX 71 401 472 33 1986 (p) 2465-2475 Merritt Drive Garland, TX 92 522 614 42 1986 (p) 2485-2505 Merritt Drive Garland, TX 436 2,521 2,957 212 1986 (p) 17919 Waterview Parkway Dallas, TX 843 4,801 5,644 404 1987 (p) 2081 Hutton Drive - Bldg 1 (k) Carrolton, TX 453 2,951 3,404 271 1981 (p) 2150 Hutton Drive Carrolton, TX 194 1,331 1,525 125 1980 (p) 2110 Hutton Drive Carrolton, TX 377 2,301 2,678 190 1985 (p) 2025 McKenzie Drive Carrolton, TX 442 2,890 3,332 230 1985 (p) 2019 McKenzie Drive Carrolton, TX 507 3,039 3,545 237 1985 (p) 1420 Valwood Parkway - Bldg 1 (j) Carrolton, TX 466 3,111 3,577 247 1986 (p) 1620 Valwood Parkway (k) Carrolton, TX 1,100 7,255 8,355 599 1986 (p) 1505 Luna Road - Bldg II Carrolton, TX 169 1,001 1,169 80 1988 (p) 1625 West Crosby Road Carrolton, TX 631 4,248 4,879 507 1988 (p) 2029-2035 McKenzie Drive Carrolton, TX 306 2,884 3,190 228 1985 (p) 1840 Hutton Drive (j) Carrolton, TX 819 5,132 5,951 375 1986 (p) 1420 Valwood Pkwy - Bldg II Carrolton, TX 377 2,440 2,817 185 1986 (p) 2015 McKenzie Drive Carrolton, TX 516 3,229 3,745 258 1986 (p) 2105 McDaniel Drive Carrolton, TX 507 3,566 4,073 242 1986 (p) 2009 McKenzie Drive Carrolton, TX 481 3,038 3,519 237 1987 (p) 1505 Luna Road - Bldg I Carrolton, TX 529 3,050 3,579 214 1988 (p) 900-1100 Avenue S Grand Prairie, TX 629 3,842 4,471 135 1985 (p) 15001 Trinity Blvd Ft. Worth, TX 534 3,029 3,563 101 1984 (p) Plano Crossing (l) Plano, TX 1,981 11,224 13,204 374 1998 (p) 7413A-C Dogwood Park Richland Hills, TX 111 727 838 21 1990 (p) 7450 Tower Street Richland Hills, TX 36 208 245 7 1977 (p) 7436 Tower Street Richland Hills, TX 58 342 400 13 1979 (p) 7501 Airport Freeway Richland Hills, TX 115 649 764 20 1983 (p) 7426 Tower Street Richland Hills, TX 76 435 511 14 1978 (p) 7427-7429 Tower Street Richland Hills, TX 76 440 516 14 1981 (p) 2840-2842 Handley Ederville Rd Richland Hills, TX 113 648 762 21 1977 (p) 7451-7477 Airport Freeway Richland Hills, TX 259 1,548 1,807 63 1984 (p) S-4
CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION LOCATION (a) INITIAL COST AND VALUATION --------------------- BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- 7415 Whitehall Street Richland Hills, TX 372 2,107 83 7450 Whitehall Street Richland Hills, TX 104 591 10 7430 Whitehall Street Richland Hills, TX 143 809 15 7420 Whitehall Street Richland Hills, TX 110 621 23 300 Wesley Way Richland Hills, TX 208 1,181 16 2104 Hutton Drive Carrolton, TX 246 1,393 59 Addison Tech Ctr - Bldg B Addison, TX 1,647 6,400 173 7337 Dogwood Park Richland Hills, TX 80 453 13 7334 Tower Street Richland Hills, TX 69 393 12 7451 Dogwood Park Richland Hills, TX 133 753 181 2821 Cullen Street Fort Worth, TX 71 404 5 1905 110th Street (t) Grand Prairie, TX 700 696 (171) DAYTON 6094-6104 Executive Blvd Huber Heights, OH 181 1,025 207 6202-6220 Executive Blvd Huber Heights, OH 268 1,521 187 6268-6294 Executive Blvd Huber Heights, OH 255 1,444 285 5749-5753 Executive Blvd Huber Heights, OH 50 282 104 6230-6266 Executive Blvd Huber Heights, OH 271 1,534 548 2200-2224 Sandridge Road Moriane, OH 218 1,233 147 8119-8137 Uehling Lane Dayton, OH 103 572 69 DENVER 7100 North Broadway - 1 Denver, CO 201 1,141 357 7100 North Broadway - 2 Denver, CO 203 1,150 321 7100 North Broadway - 3 Denver, CO 139 787 199 7100 North Broadway - 5 Denver, CO 180 1,018 183 7100 North Broadway - 6 Denver, CO 269 1,526 397 20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 564 5454 Washington Denver, CO 154 873 244 700 West 48th Street Denver, CO 302 1,711 197 702 West 48th Street Denver, CO 135 763 190 6425 North Washington Denver, CO 374 2,118 315 3370 North Peoria Street Aurora, CO 163 924 192 3390 North Peoria Street Aurora, CO 145 822 87 3508-3538 North Peoria Street Aurora, CO 260 1,472 405 3568 North Peoria Street Aurora, CO 222 1,260 256 4785 Elati Denver, CO 173 981 249 4770 Fox Street Denver, CO 132 750 60 1550 W. Evans Denver, CO 388 2,200 401 3751-71 Revere Street Denver, CO 262 1,486 72 3871 Revere Denver, CO 361 2,047 106 4570 Ivy Street Denver, CO 219 1,239 264 5855 Stapleton Drive North Denver, CO 288 1,630 218 5885 Stapleton Drive North Denver, CO 376 2,129 248 5977-5995 North Broadway Denver, CO 268 1,518 96 2952-5978 North Broadway Denver, CO 414 2,346 596 6400 North Broadway Denver, CO 318 1,804 107 4721 Ironton Street Denver, CO 232 1,313 1,532 7100 North Broadway - 7 Denver, CO 215 1,221 268 7100 North Broadway - 8 Denver, CO 79 448 206 6804 East 48th Avenue Denver, CO 253 1,435 164 445 Bryant Street Denver, CO 1,831 10,219 1,579 East 47th Drive - A Denver, CO 474 2,689 154 9500 West 49th Street - A Wheatridge, CO 283 1,625 16 9500 West 49th Street - B Wheatridge, CO 225 1,272 31 9500 West 49th Street - C Wheatridge, CO 602 3,409 96 9500 West 49th Street - D Wheatridge, CO 271 1,537 232 8100 South Park Way - A Littleton, CO 442 2,507 350 8100 South Park Way - B Littleton, CO 103 582 281 8100 South Park Way - C Littleton, CO 568 3,219 200 451-591 East 124th Avenue Littleton, CO 383 2,145 477 608 Garrison Street Lakewood, CO 265 1,501 406 610 Garrison Street Lakewood, CO 264 1,494 377 1111 West Evans (A&C) Denver, CO 233 1,321 126 1111 West Evans (B) Denver, CO 30 169 25 15000 West 6th Avenue Golden, CO 913 5,174 700 14998 West 6th Avenue Bldg E Golden, CO 565 3,199 199 14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 216 12503 East Euclid Drive Denver, CO 1,219 6,905 627 6547 South Racine Circle Denver, CO 748 4,241 303 7800 East Iliff Avenue Denver, CO 188 1,067 73 2369 South Trenton Way Denver, CO 292 1,656 232 2422 S. Trenton Way Denver, CO 241 1,364 198 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ACCUMULATED LOCATION ----------------------------- BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ 7415 Whitehall Street Richland Hills, TX 375 2,186 2,561 76 1986 (p) 7450 Whitehall Street Richland Hills, TX 105 600 705 19 1978 (p) 7430 Whitehall Street Richland Hills, TX 144 822 966 26 1985 (p) 7420 Whitehall Street Richland Hills, TX 111 643 754 22 1985 (p) 300 Wesley Way Richland Hills, TX 211 1,196 1,406 38 1995 (p) 2104 Hutton Drive Carrolton, TX 249 1,449 1,698 116 1990 (p) Addison Tech Ctr - Bldg B Addison, TX 1,647 6,573 8,220 245 2001 (p) 7337 Dogwood Park Richland Hills, TX 81 466 547 15 1975 (p) 7334 Tower Street Richland Hills, TX 70 405 475 13 1975 (p) 7451 Dogwood Park Richland Hills, TX 134 932 1,066 52 1977 (p) 2821 Cullen Street Fort Worth, TX 72 409 481 13 1961 (p) 1905 110th Street (t) Grand Prairie, TX 705 520 1,225 35 1974 (p) DAYTON 6094-6104 Executive Blvd Huber Heights, OH 184 1,230 1,413 284 1975 (p) 6202-6220 Executive Blvd Huber Heights, OH 275 1,701 1,976 325 1996 (p) 6268-6294 Executive Blvd Huber Heights, OH 262 1,722 1,983 370 1989 (p) 5749-5753 Executive Blvd Huber Heights, OH 53 383 436 101 1975 (p) 6230-6266 Executive Blvd Huber Heights, OH 280 2,072 2,353 539 1979 (p) 2200-2224 Sandridge Road Moriane, OH 223 1,373 1,597 241 1983 (p) 8119-8137 Uehling Lane Dayton, OH 103 641 744 86 1978 (p) DENVER 7100 North Broadway - 1 Denver, CO 215 1,484 1,700 300 1978 (p) 7100 North Broadway - 2 Denver, CO 204 1,470 1,673 333 1978 (p) 7100 North Broadway - 3 Denver, CO 140 985 1,125 202 1978 (p) 7100 North Broadway - 5 Denver, CO 178 1,203 1,381 297 1978 (p) 7100 North Broadway - 6 Denver, CO 271 1,921 2,192 388 1978 (p) 20100 East 32nd Avenue Parkway Aurora, CO 314 2,470 2,785 666 1997 (p) 5454 Washington Denver, CO 156 1,115 1,271 208 1985 (p) 700 West 48th Street Denver, CO 307 1,903 2,210 348 1984 (p) 702 West 48th Street Denver, CO 139 948 1,087 191 1984 (p) 6425 North Washington Denver, CO 385 2,421 2,806 426 1983 (p) 3370 North Peoria Street Aurora, CO 163 1,116 1,279 303 1978 (p) 3390 North Peoria Street Aurora, CO 147 908 1,054 158 1978 (p) 3508-3538 North Peoria Street Aurora, CO 264 1,874 2,137 300 1978 (p) 3568 North Peoria Street Aurora, CO 225 1,514 1,738 289 1978 (p) 4785 Elati Denver, CO 175 1,228 1,403 246 1972 (p) 4770 Fox Street Denver, CO 134 808 942 146 1972 (p) 1550 W. Evans Denver, CO 385 2,603 2,988 409 1975 (p) 3751-71 Revere Street Denver, CO 267 1,554 1,821 265 1980 (p) 3871 Revere Denver, CO 368 2,146 2,514 329 1980 (p) 4570 Ivy Street Denver, CO 220 1,501 1,721 326 1985 (p) 5855 Stapleton Drive North Denver, CO 290 1,846 2,136 302 1985 (p) 5885 Stapleton Drive North Denver, CO 380 2,372 2,753 395 1985 (p) 5977-5995 North Broadway Denver, CO 271 1,611 1,882 266 1978 (p) 2952-5978 North Broadway Denver, CO 422 2,935 3,357 510 1978 (p) 6400 North Broadway Denver, CO 325 1,905 2,230 303 1982 (p) 4721 Ironton Street Denver, CO 236 2,840 3,076 489 1969 (p) 7100 North Broadway - 7 Denver, CO 217 1,487 1,704 309 1985 (p) 7100 North Broadway - 8 Denver, CO 80 653 733 174 1985 (p) 6804 East 48th Avenue Denver, CO 256 1,597 1,853 248 1973 (p) 445 Bryant Street Denver, CO 1,829 11,800 13,629 1,855 1960 (p) East 47th Drive - A Denver, CO 441 2,876 3,317 642 1997 (p) 9500 West 49th Street - A Wheatridge, CO 286 1,638 1,924 292 1997 (p) 9500 West 49th Street - B Wheatridge, CO 226 1,302 1,528 208 1997 (p) 9500 West 49th Street - C Wheatridge, CO 600 3,507 4,107 571 1997 (p) 9500 West 49th Street - D Wheatridge, CO 246 1,794 2,040 458 1997 (p) 8100 South Park Way - A Littleton, CO 423 2,876 3,298 748 1997 (p) 8100 South Park Way - B Littleton, CO 104 862 966 239 1984 (p) 8100 South Park Way - C Littleton, CO 575 3,412 3,987 523 1984 (p) 451-591 East 124th Avenue Littleton, CO 383 2,622 3,005 381 1979 (p) 608 Garrison Street Lakewood, CO 267 1,905 2,172 302 1984 (p) 610 Garrison Street Lakewood, CO 266 1,869 2,135 318 1984 (p) 1111 West Evans (A&C) Denver, CO 236 1,444 1,679 223 1986 (p) 1111 West Evans (B) Denver, CO 30 194 224 31 1986 (p) 15000 West 6th Avenue Golden, CO 916 5,872 6,788 1,034 1985 (p) 14998 West 6th Avenue Bldg E Golden, CO 568 3,395 3,963 576 1995 (p) 14998 West 6th Avenue Bldg F Englewood, CO 271 1,740 2,010 378 1995 (p) 12503 East Euclid Drive Denver, CO 1,208 7,543 8,751 1,418 1986 (p) 6547 South Racine Circle Denver, CO 739 4,554 5,293 961 1996 (p) 7800 East Iliff Avenue Denver, CO 190 1,138 1,328 187 1983 (p) 2369 South Trenton Way Denver, CO 294 1,886 2,180 355 1983 (p) 2422 S. Trenton Way Denver, CO 243 1,560 1,803 245 1983 (p) S-5
CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION LOCATION (a) INITIAL COST AND VALUATION --------------------- BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- 2452 South Trenton Way Denver, CO 421 2,386 128 1600 South Abilene Aurora, CO 465 2,633 80 1620 South Abilene Aurora, CO 268 1,520 122 1640 South Abilene Aurora, CO 368 2,085 142 13900 East Florida Ave Aurora, CO 189 1,071 64 14401-14492 East 33rd Place Aurora, CO 445 2,519 176 11701 East 53rd Avenue Denver, CO 416 2,355 66 5401 Oswego Street Denver, CO 273 1,547 349 3811 Joliet Denver, CO 735 4,166 174 2630 West 2nd Avenue Denver, CO 51 286 5 2650 West 2nd Avenue Denver, CO 221 1,252 59 14818 West 6th Avenue Bldg A Golden, CO 494 2,799 312 14828 West 6th Avenue Bldg B Golden, CO 519 2,942 579 12055 E 49th Ave/4955 Peoria Denver, CO 298 1,688 352 4940-4950 Paris Denver, CO 152 861 123 4970 Paris Denver, CO 95 537 42 5010 Paris Denver, CO 89 505 224 7367 South Revere Parkway Englewood, CO 926 5,124 191 10311 W. Hampden Ave. Lakewood, CO 577 2,984 359 8200 East Park Meadows Drive (j) Lone Tree, CO 1,297 7,348 637 3250 Quentin (j) Aurora, CO 1,220 6,911 409 11585 E. 53rd Ave. (j) Denver, CO 1,770 10,030 305 10500 East 54th Ave. (k) Denver, CO 1,253 7,098 411 8820 W. 116th Street (t) Broomfield, CO 338 1,918 11 8835 W. 116th Street (t) Broomfield, CO 1,151 6,523 8 DES MOINES 2250 Delaware Ave. (s) Des Moines, IA 291 1,609 346 DETROIT 1731 Thorncroft Troy, MI 331 1,904 32 1653 E. Maple Troy, MI 192 1,104 102 47461 Clipper Plymouth Township, MI 122 723 111 47522 Galleon Plymouth Township, MI 85 496 11 238 Executive Drive Troy, MI 52 173 562 256 Executive Drive Troy, MI 44 146 442 301 Executive Drive Troy, MI 71 293 614 449 Executive Drive Troy, MI 125 425 1,037 501 Executive Drive Troy, MI 71 236 644 451 Robbins Drive Troy, MI 96 448 1,001 1035 Crooks Road Troy, MI 114 414 626 1095 Crooks Road Troy, MI 331 1,017 1,033 1416 Meijer Drive Troy, MI 94 394 390 1624 Meijer Drive Troy, MI 236 1,406 995 1972 Meijer Drive Troy, MI 315 1,301 721 1621 Northwood Drive Troy, MI 85 351 1,039 1707 Northwood Drive Troy, MI 95 262 1,183 1788 Northwood Drive Troy, MI 50 196 574 1821 Northwood Drive Troy, MI 132 523 743 1826 Northwood Drive Troy, MI 55 208 394 1864 Northwood Drive Troy, MI 57 190 470 2277 Elliott Avenue Troy, MI 48 188 531 2451 Elliott Avenue Troy, MI 78 319 838 2730 Research Drive Rochester Hills, MI 915 4,215 747 2791 Research Drive Rochester Hills, MI 557 2,731 443 2871 Research Drive Rochester Hills, MI 324 1,487 378 2911 Research Drive Rochester Hills, MI 505 2,136 398 3011 Research Drive Rochester Hills, MI 457 2,104 349 2870 Technology Drive Rochester Hills, MI 275 1,262 237 2900 Technology Drive Rochester Hills, MI 214 977 492 2920 Technology Drive Rochester Hills, MI 159 671 144 2930 Technology Drive Rochester Hills, MI 131 594 441 2950 Technology Drive Rochester Hills, MI 178 819 303 23014 Commerce Drive Farmington Hills, MI 39 203 211 23028 Commerce Drive Farmington Hills, MI 98 507 439 23035 Commerce Drive Farmington Hills, MI 71 355 215 23042 Commerce Drive Farmintgon Hills, MI 67 277 331 23065 Commerce Drive Farmington Hills, MI 71 408 217 23070 Commerce Drive Farmington Hills, MI 112 442 690 23079 Commerce Drive Farmington Hills, MI 68 301 237 23093 Commerce Drive Farmington Hills, MI 211 1,024 788 23135 Commerce Drive Farmington Hills, MI 146 701 283 23163 Commerce Drive Farmington Hills, MI 111 513 319 23177 Commerce Drive Farmington Hills, MI 175 1,007 747 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ACCUMULATED LOCATION ----------------------------- BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ 2452 South Trenton Way Denver, CO 426 2,509 2,935 414 1983 (p) 1600 South Abilene Aurora, CO 467 2,711 3,178 430 1986 (p) 1620 South Abilene Aurora, CO 270 1,640 1,911 303 1986 (p) 1640 South Abilene Aurora, CO 382 2,213 2,595 358 1986 (p) 13900 East Florida Ave Aurora, CO 190 1,134 1,324 193 1986 (p) 14401-14492 East 33rd Place Aurora, CO 440 2,699 3,139 471 1979 (p) 11701 East 53rd Avenue Denver, CO 422 2,414 2,836 381 1985 (p) 5401 Oswego Street Denver, CO 278 1,891 2,169 330 1985 (p) 3811 Joliet Denver, CO 752 4,324 5,076 535 1977 (p) 2630 West 2nd Avenue Denver, CO 51 291 342 46 1970 (p) 2650 West 2nd Avenue Denver, CO 223 1,310 1,532 221 1970 (p) 14818 West 6th Avenue Bldg A Golden, CO 468 3,136 3,605 618 1985 (p) 14828 West 6th Avenue Bldg B Golden, CO 503 3,536 4,039 672 1985 (p) 12055 E 49th Ave/4955 Peoria Denver, CO 305 2,033 2,338 410 1984 (p) 4940-4950 Paris Denver, CO 156 981 1,136 144 1984 (p) 4970 Paris Denver, CO 97 576 673 96 1984 (p) 5010 Paris Denver, CO 91 727 818 93 1984 (p) 7367 South Revere Parkway Englewood, CO 934 5,307 6,241 828 1997 (p) 10311 W. Hampden Ave. Lakewood, CO 578 3,342 3,920 491 1999 (p) 8200 East Park Meadows Drive (j) Lone Tree, CO 1,304 7,978 9,282 670 1984 (p) 3250 Quentin (j) Aurora, CO 1,230 7,309 8,539 595 1984/2000 (p) 11585 E. 53rd Ave. (j) Denver, CO 1,780 10,325 12,105 595 1984 (p) 10500 East 54th Ave. (k) Denver, CO 1,260 7,501 8,761 435 1986 (p) 8820 W. 116th Street (t) Broomfield, CO 338 1,928 2,266 - 2001 (p) 8835 W. 116th Street (t) Broomfield, CO 1,152 6,530 7,682 - 2002 (p) DES MOINES 2250 Delaware Ave. (s) Des Moines, IA 277 1,970 2,246 364 1975 (p) DETROIT 1731 Thorncroft Troy, MI 331 1,936 2,267 462 1969 (p) 1653 E. Maple Troy, MI 192 1,206 1,398 353 1990 (p) 47461 Clipper Plymouth Township, MI 122 834 955 275 1992 (p) 47522 Galleon Plymouth Township, MI 85 507 592 119 1990 (p) 238 Executive Drive Troy, MI 100 687 787 466 1973 (p) 256 Executive Drive Troy, MI 85 547 632 386 1974 (p) 301 Executive Drive Troy, MI 133 845 978 625 1974 (p) 449 Executive Drive Troy, MI 218 1,369 1,587 876 1975 (p) 501 Executive Drive Troy, MI 129 822 951 425 1984 (p) 451 Robbins Drive Troy, MI 192 1,353 1,545 917 1975 (p) 1035 Crooks Road Troy, MI 143 1,011 1,154 596 1980 (p) 1095 Crooks Road Troy, MI 360 2,021 2,381 1,062 1986 (p) 1416 Meijer Drive Troy, MI 121 758 878 474 1980 (p) 1624 Meijer Drive Troy, MI 373 2,264 2,637 1,255 1984 (p) 1972 Meijer Drive Troy, MI 372 1,965 2,337 1,034 1985 (p) 1621 Northwood Drive Troy, MI 215 1,261 1,475 968 1977 (p) 1707 Northwood Drive Troy, MI 239 1,301 1,540 748 1983 (p) 1788 Northwood Drive Troy, MI 103 717 820 462 1977 (p) 1821 Northwood Drive Troy, MI 220 1,178 1,398 865 1977 (p) 1826 Northwood Drive Troy, MI 103 555 657 406 1977 (p) 1864 Northwood Drive Troy, MI 107 610 717 454 1977 (p) 2277 Elliott Avenue Troy, MI 104 663 767 432 1975 (p) 2451 Elliott Avenue Troy, MI 164 1,072 1,235 790 1974 (p) 2730 Research Drive Rochester Hills, MI 903 4,974 5,877 2,601 1988 (p) 2791 Research Drive Rochester Hills, MI 560 3,171 3,731 1,450 1991 (p) 2871 Research Drive Rochester Hills, MI 327 1,862 2,189 848 1991 (p) 2911 Research Drive Rochester Hills, MI 504 2,535 3,039 1,220 1992 (p) 3011 Research Drive Rochester Hills, MI 457 2,453 2,910 1,260 1988 (p) 2870 Technology Drive Rochester Hills, MI 279 1,495 1,774 767 1988 (p) 2900 Technology Drive Rochester Hills, MI 219 1,464 1,683 771 1992 (p) 2920 Technology Drive Rochester Hills, MI 153 821 974 381 1992 (p) 2930 Technology Drive Rochester Hills, MI 138 1,027 1,166 453 1991 (p) 2950 Technology Drive Rochester Hills, MI 185 1,115 1,300 553 1991 (p) 23014 Commerce Drive Farmington Hills, MI 56 397 453 219 1983 (p) 23028 Commerce Drive Farmington Hills, MI 125 919 1,044 579 1983 (p) 23035 Commerce Drive Farmington Hills, MI 93 548 641 299 1983 (p) 23042 Commerce Drive Farmintgon Hills, MI 89 586 675 352 1983 (p) 23065 Commerce Drive Farmington Hills, MI 93 603 696 335 1983 (p) 23070 Commerce Drive Farmington Hills, MI 125 1,119 1,244 657 1983 (p) 23079 Commerce Drive Farmington Hills, MI 79 526 606 282 1983 (p) 23093 Commerce Drive Farmington Hills, MI 295 1,728 2,023 967 1983 (p) 23135 Commerce Drive Farmington Hills, MI 158 972 1,130 501 1986 (p) 23163 Commerce Drive Farmington Hills, MI 138 804 943 417 1986 (p) 23177 Commerce Drive Farmington Hills, MI 254 1,675 1,929 952 1986 (p) S-6
CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION LOCATION (a) INITIAL COST AND VALUATION --------------------- BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION - ------------------------------- ---------------------- ------------ --------------------- -------------- 23206 Commerce Drive Farmington Hills, MI 125 531 626 23370 Commerce Drive Farmington Hills, MI 59 233 166 1451 East Lincoln Avenue Madison Heights, MI 299 1,703 487 4400 Purks Drive Auburn Hills, MI 602 3,410 3,392 4177A Varsity Drive Ann Arbor, MI 90 536 95 6515 Cobb Drive Sterling Heights, MI 305 1,753 255 32450 N Avis Drive Madison Heights, MI 281 1,590 547 12050-12300 Hubbard (j) Livonia, MI 425 2,410 690 38300 Plymouth Road Livonia, MI 729 - 4,802 12707 Eckles Road Plymouth Township, MI 255 1,445 110 9300-9328 Harrison Rd Romulus, MI 147 834 376 9330-9358 Harrison Rd Romulus, MI 81 456 315 28420-28448 Highland Rd Romulus, MI 143 809 294 28450-28478 Highland Rd Romulus, MI 81 461 391 28421-28449 Highland Rd Romulus, MI 109 617 372 28451-28479 Highland Rd Romulus, MI 107 608 206 28825-28909 Highland Rd Romulus, MI 70 395 275 28933-29017 Highland Rd Romulus, MI 112 634 240 28824-28908 Highland Rd Romulus, MI 134 760 400 28932-29016 Highland Rd Romulus, MI 123 694 278 9710-9734 Harrison Rd Romulus, MI 125 706 173 9740-9772 Harrison Rd Romulus, MI 132 749 244 9840-9868 Harrison Rd Romulus, MI 144 815 201 9800-9824 Harrison Rd Romulus, MI 117 664 199 29265-29285 Airport Dr Romulus, MI 140 794 293 29185-29225 Airport Dr Romulus, MI 140 792 332 29149-29165 Airport Dr Romulus, MI 216 1,225 340 29101-29115 Airport Dr Romulus, MI 130 738 279 29031-29045 Airport Dr Romulus, MI 124 704 162 29050-29062 Airport Dr Romulus, MI 127 718 205 29120-29134 Airport Dr Romulus, MI 161 912 499 29200-29214 Airport Dr Romulus, MI 170 963 348 9301-9339 Middlebelt Rd Romulus, MI 124 703 181 26980 Trolley Industrial Drive Taylor, MI 450 2,550 1,015 32975 Capitol Avenue Livonia, MI 135 748 292 2725 S. Industrial Highway Ann Arbor, MI 660 3,654 543 32920 Capitol Avenue Livonia, MI 76 422 86 11862 Brookfield Avenue Livonia, MI 85 471 128 11923 Brookfield Avenue Livonia, MI 120 665 459 11965 Brookfield Avenue Livonia, MI 120 665 78 13405 Stark Road Livonia, MI 46 254 38 1170 Chicago Road Troy, MI 249 1,380 160 1200 Chicago Road Troy, MI 268 1,483 142 450 Robbins Drive Troy, MI 166 920 139 1230 Chicago Road Troy, MI 271 1,498 142 12886 Westmore Avenue Livonia, MI 190 1,050 199 12898 Westmore Avenue Livonia, MI 190 1,050 213 33025 Industrial Road Livonia, MI 80 442 92 47711 Clipper Street Plymouth Township, MI 539 2,983 265 32975 Industrial Road Livonia, MI 160 887 182 32985 Industrial Road Livonia, MI 137 761 127 32995 Industrial Road Livonia, MI 160 887 180 12874 Westmore Avenue Livonia, MI 137 761 125 33067 Industrial Road Livonia, MI 160 887 113 1775 Bellingham Troy, MI 344 1,902 299 1785 East Maple Troy, MI 92 507 84 1807 East Maple Troy, MI 321 1,775 199 980 Chicago Troy, MI 206 1,141 103 1840 Enterprise Drive Rochester Hills, MI 573 3,170 278 1885 Enterprise Drive Rochester Hills, MI 209 1,158 110 1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 823 5500 Enterprise Court Warren, MI 675 3,737 447 750 Chicago Road Troy, MI 323 1,790 278 800 Chicago Road Troy, MI 283 1,567 498 850 Chicago Road Troy, MI 183 1,016 178 2805 S. Industrial Highway Ann Arbor, MI 318 1,762 267 6833 Center Drive Sterling Heights, MI 467 2,583 220 32201 North Avis Drive Madison Heights, MI 345 1,911 443 1100 East Mandoline Road Madison Heights, MI 888 4,915 1,258 30081 Stephenson Highway Madison Heights, MI 271 1,499 349 1120 John A. Papalas Drive (k) Lincoln Park, MI 586 3,241 596 4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 1,989 775 James L. Hart Parkway Ypsilanti, MI 348 1,536 864 22701 Trolley Industrial Taylor, MI 795 - 7,493 1400 Allen Drive Troy, MI 209 1,154 120 1408 Allen Drive Troy, MI 151 834 171 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/03 ACCUMULATED LOCATION ----------------------------- BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) LAND IMPROVEMENTS TOTAL 12/31/03 RENOVATED LIVES(YEARS) - ------------------------------- ---------------------- ----------------------------- ------------ ----------- ------------ 23206 Commerce Drive Farmington Hills, MI 137 1,144 1,282 749 1985 (p) 23370 Commerce Drive Farmington Hills, MI 66 391 458 256 1980 (p) 1451 East Lincoln Avenue Madison Heights, MI 306 2,183 2,489 651 1967 (p) 4400 Purks Drive Auburn Hills, MI 612 6,792 7,404 1,237 1987 (p) 4177A Varsity Drive Ann Arbor, MI 90 631 721 198 1993 (p) 6515 Cobb Drive Sterling Heights, MI 305 2,008 2,313 464 1984 (p) 32450 N Avis Drive Madison Heights, MI 286 2,132 2,419 622 1974 (p) 12050-12300 Hubbard (j) Livonia, MI 428 3,098 3,526 856 1981 (p) 38300 Plymouth Road Livonia, MI 835 4,696 5,531 684 1997 (p) 12707 Eckles Road Plymouth Township, MI 267 1,543 1,810 286 1990 (p) 9300-9328 Harrison Rd Romulus, MI 154 1,203 1,357 220 1978 (p) 9330-9358 Harrison Rd Romulus, MI 85 767 852 211 1978 (p) 28420-28448 Highland Rd Romulus, MI 149 1,097 1,246 237 1979 (p) 28450-28478 Highland Rd Romulus, MI 85 848 934 229 1979 (p) 28421-28449 Highland Rd Romulus, MI 114 984 1,099 237 1980 (p) 28451-28479 Highland Rd Romulus, MI 112 809 921 189 1980 (p) 28825-28909 Highland Rd Romulus, MI 73 667 740 144 1981 (p) 28933-29017 Highland Rd Romulus, MI 117 869 987 225 1982 (p) 28824-28908 Highland Rd Romulus, MI 140 1,154 1,294 285 1982 (p) 28932-29016 Highland Rd Romulus, MI 128 967 1,095 259 1982 (p) 9710-9734 Harrison Rd Romulus, MI 130 874 1,004 187 1987 (p) 9740-9772 Harrison Rd Romulus, MI 138 986 1,124 248 1987 (p) 9840-9868 Harrison Rd Romulus, MI 151 1,010 1,160 211 1987 (p) 9800-9824 Harrison Rd Romulus, MI 123 858 981 215 1987 (p) 29265-29285 Airport Dr Romulus, MI 147 1,080 1,227 237 1983 (p) 29185-29225 Airport Dr Romulus, MI 146 1,117 1,264 246 1983 (p) 29149-29165 Airport Dr Romulus, MI 226 1,555 1,781 344 1984 (p) 29101-29115 Airport Dr Romulus, MI 136 1,011 1,147 214 1985 (p) 29031-29045 Airport Dr Romulus, MI 130 860 990 169 1985 (p) 29050-29062 Airport Dr Romulus, MI 133 917 1,050 208 1986 (p) 29120-29134 Airport Dr Romulus, MI 169 1,404 1,573 400 1986 (p) 29200-29214 Airport Dr Romulus, MI 178 1,303 1,480 253 1985 (p) 9301-9339 Middlebelt Rd Romulus, MI 130 879 1,009 167 1983 (p) 26980 Trolley Industrial Drive Taylor, MI 463 3,552 4,015 542 1997 (p) 32975 Capitol Avenue Livonia, MI 144 1,030 1,175 132 1978 (p) 2725 S. Industrial Highway Ann Arbor, MI 704 4,153 4,857 773 1997 (p) 32920 Capitol Avenue Livonia, MI 82 502 584 77 1973 (p) 11862 Brookfield Avenue Livonia, MI 91 593 684 93 1972 (p) 11923 Brookfield Avenue Livonia, MI 128 1,116 1,244 276 1973 (p) 11965 Brookfield Avenue Livonia, MI 128 734 863 112 1973 (p) 13405 Stark Road Livonia, MI 49 289 338 40 1980 (p) 1170 Chicago Road Troy, MI 266 1,523 1,789 213 1983 (p) 1200 Chicago Road Troy, MI 286 1,607 1,893 225 1984 (p) 450 Robbins Drive Troy, MI 178 1,047 1,225 159 1976 (p) 1230 Chicago Road Troy, MI 289 1,622 1,911 227 1996 (p) 12886 Westmore Avenue Livonia, MI 202 1,237 1,439 178 1981 (p) 12898 Westmore Avenue Livonia, MI 202 1,250 1,453 179 1981 (p) 33025 Industrial Road Livonia, MI 85 528 614 71 1980 (p) 47711 Clipper Street Plymouth Township, MI 575 3,212 3,787 450 1996 (p) 32975 Industrial Road Livonia, MI 171 1,058 1,229 158 1984 (p) 32985 Industrial Road Livonia, MI 147 878 1,025 119 1985 (p) 32995 Industrial Road Livonia, MI 171 1,056 1,227 147 1983 (p) 12874 Westmore Avenue Livonia, MI 147 877 1,023 120 1984 (p) 33067 Industrial Road Livonia, MI 171 989 1,160 145 1984 (p) 1775 Bellingham Troy, MI 367 2,178 2,545 364 1987 (p) 1785 East Maple Troy, MI 98 585 683 82 1985 (p) 1807 East Maple Troy, MI 342 1,953 2,295 274 1984 (p) 980 Chicago Troy, MI 220 1,230 1,450 172 1985 (p) 1840 Enterprise Drive Rochester Hills, MI 611 3,410 4,021 478 1990 (p) 1885 Enterprise Drive Rochester Hills, MI 223 1,254 1,477 176 1990 (p) 1935-55 Enterprise Drive Rochester Hills, MI 1,371 7,882 9,252 1,224 1990 (p) 5500 Enterprise Court Warren, MI 721 4,138 4,859 576 1989 (p) 750 Chicago Road Troy, MI 345 2,046 2,391 307 1986 (p) 800 Chicago Road Troy, MI 302 2,046 2,348 315 1985 (p) 850 Chicago Road Troy, MI 196 1,181 1,377 161 1984 (p) 2805 S. Industrial Highway Ann Arbor, MI 340 2,007 2,347 297 1990 (p) 6833 Center Drive Sterling Heights, MI 493 2,777 3,270 406 1998 (p) 32201 North Avis Drive Madison Heights, MI 349 2,351 2,700 374 1974 (p) 1100 East Mandoline Road Madison Heights, MI 897 6,164 7,061 908 1967 (p) 30081 Stephenson Highway Madison Heights, MI 274 1,845 2,119 263 1967 (p) 1120 John A. Papalas Drive (k) Lincoln Park, MI 593 3,830 4,423 646 1985 (p) 4872 S. Lapeer Road Lake Orion Twsp, MI 1,412 7,360 8,772 653 1999 (p) 775 James L. Hart Parkway Ypsilanti, MI 604 2,144 2,748 233 1999 (p) 22701 Trolley Industrial Taylor, MI 849 7,438 8,287 815 1999 (p) 1400 Allen Drive Troy, MI 212 1,270 1,483 97 1979 (p) 1408 Allen Drive Troy, MI 153 1,003 1,156 92 1979 (p) S-7
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION --------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ----- --------- --------- ---- ------------ ----- 1305 Stephenson Hwy Troy, MI 345 1,907 79 350 1,980 2,331 32505 Industrial Drive Madison Heights, MI 345 1,910 50 351 1,954 2,305 1799-1813 Northfield Drive (j) Rochester(Hills, MI 481 2,665 122 490 2,778 3,268 GRAND RAPIDS 5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581 1,721 16,014 17,735 5015 52nd Street SE Grand Rapids, MI 234 1,321 109 234 1,430 1,664 HOUSTON 2102-2314 Edwards Street Houston, TX 348 1,973 973 382 2,912 3,294 4545 Eastpark Drive Houston, TX 235 1,331 663 240 1,989 2,229 3351 Rauch St Houston, TX 272 1,541 256 278 1,792 2,070 3851 Yale St Houston, TX 413 2,343 675 425 3,007 3,431 3337-3347 Rauch Street Houston, TX 227 1,287 309 233 1,591 1,823 8505 N Loop East Houston, TX 439 2,489 184 449 2,663 3,113 4749-4799 Eastpark Dr Houston, TX 594 3,368 829 611 4,181 4,791 4851 Homestead Road Houston, TX 491 2,782 894 504 3,663 4,167 3365-3385 Rauch Street Houston, TX 284 1,611 189 290 1,794 2,084 5050 Campbell Road Houston, TX 461 2,610 313 470 2,913 3,383 4300 Pine Timbers Houston, TX 489 2,769 543 499 3,300 3,800 7901 Blankenship Houston, TX 136 772 396 140 1,164 1,304 2500-2530 Fairway Park Drive Houston, TX 766 4,342 671 792 4,987 5,779 6550 Longpointe Houston, TX 362 2,050 476 370 2,518 2,888 1815 Turning Basin Dr Houston, TX 487 2,761 497 531 3,214 3,745 1819 Turning Basin Dr Houston, TX 231 1,308 419 251 1,707 1,957 1805 Turning Basin Drive Houston, TX 564 3,197 648 616 3,793 4,408 7000 Empire Drive Houston, TX 450 2,552 1,122 452 3,672 4,124 9777 West Gulfbank Drive Houston, TX 1,217 6,899 1,734 1,216 8,634 9,850 9835A Genard Road Houston, TX 1,505 8,333 2,991 1,581 11,248 12,829 9835B Genard Road Houston, TX 245 1,357 462 256 1,808 2,064 10161 Harwin Drive Houston, TX 505 2,861 676 511 3,531 4,042 10165 Harwin Drive Houston, TX 218 1,234 454 220 1,685 1,906 10175 Harwin Drive Houston, TX 267 1,515 395 270 1,906 2,177 10325-10415 Landsbury Drive (k) Houston, TX 696 3,854 91 704 3,936 4,641 8705 City Park Loop Houston, TX 710 2,983 196 714 3,176 3,889 15340 Vantage Parkway Houston, TX 179 394 (182) 179 212 391 15431 Vantage Parkway Houston, TX 179 394 300 179 694 873 15402 Vantage Parkway (t) Houston, TX 358 788 203 358 991 1,349 INDIANAPOLIS 2900 N Shadeland Avenue (s) Indianapolis, IN 2,394 13,565 381 2,057 14,282 16,339 2400 North Shadeland Indianapolis, IN 142 802 138 149 933 1,082 2402 North Shadeland Indianapolis, IN 466 2,640 385 489 3,003 3,491 7901 West 21st St. Indianapolis, IN 1,063 6,027 401 1,048 6,443 7,491 1445 Brookville Way Indianapolis, IN 459 2,603 738 476 3,324 3,800 1440 Brookville Way Indianapolis, IN 665 3,770 357 685 4,107 4,792 1240 Brookville Way Indianapolis, IN 247 1,402 300 258 1,692 1,950 1220 Brookville Way Indianapolis, IN 223 40 52 226 89 316 1345 Brookville Way Indianapolis, IN (c) 586 3,321 750 601 4,055 4,656 1350 Brookville Way Indianapolis, IN 205 1,161 200 212 1,354 1,565 1341 Sadlier Circle E Dr Indianapolis, IN (c) 131 743 193 136 931 1,067 1322-1438 Sadlier Circle E Dr Indianapolis, IN (c) 145 822 339 152 1,154 1,306 1327-1441 Sadlier Circle E Dr Indianapolis, IN (c) 218 1,234 388 225 1,615 1,840 1304 Sadlier Circle E Dr Indianapolis, IN (c) 71 405 162 75 563 638 1402 Sadlier Circle E Dr Indianapolis, IN (c) 165 934 337 171 1,265 1,436 1504 Sadlier Circle E Dr Indianapolis, IN (c) 219 1,238 266 226 1,498 1,723 1311 Sadlier Circle E Dr Indianapolis, IN (c) 54 304 114 57 414 471 1365 Sadlier Circle E Dr Indianapolis, IN (c) 121 688 240 126 922 1,049 1352-1354 Sadlier Circle E Dr Indianapolis, IN (c) 178 1,008 386 184 1,388 1,571 1335 Sadlier Circle E Dr Indianapolis, IN (c) 81 460 123 85 579 664 1327 Sadlier Circle E Dr Indianapolis, IN (c) 52 295 72 55 364 419 1425 Sadlier Circle E Dr Indianapolis, IN (c) 21 117 29 23 144 166 1230 Brookville Way Indianapolis, IN 103 586 51 109 632 741 6951 E 30th St Indianapolis, IN 256 1,449 305 265 1,745 2,010 6701 E 30th St Indianapolis, IN 78 443 43 82 481 564 6737 E 30th St Indianapolis, IN 385 2,181 434 398 2,601 3,000 1225 Brookville Way Indianapolis, IN 60 - 417 68 409 477 6555 E 30th St Indianapolis, IN 840 4,760 1,645 484 6,761 7,245 2432-2436 Shadeland Indianapolis, IN 212 1,199 422 230 1,603 1,833 8402-8440 E 33rd St Indianapolis, IN 222 1,260 644 230 1,895 2,125 8520-8630 E 33rd St Indianapolis, IN 326 1,848 603 336 2,442 2,777 8710-8768 E 33rd St Indianapolis, IN 175 993 442 187 1,423 1,610 3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 440 335 2,272 2,606 ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ --------- ---------- ------------- 1305 Stephenson Hwy Troy, MI 152 1979 (p) 32505 Industrial Drive Madison Heights, MI 151 1979 (p) 1799-1813 Northfield Drive (j) Rochester(Hills, MI 218 1980 (p) GRAND RAPIDS 5050 Kendrick Court SE Grand Rapids, MI 3,810 1988 (p) 5015 52nd Street SE Grand Rapids, MI 332 1987 (p) HOUSTON 2102-2314 Edwards Street Houston, TX 611 1961 (p) 4545 Eastpark Drive Houston, TX 256 1972 (p) 3351 Rauch St Houston, TX 313 1970 (p) 3851 Yale St Houston, TX 415 1971 (p) 3337-3347 Rauch Street Houston, TX 325 1970 (p) 8505 N Loop East Houston, TX 394 1981 (p) 4749-4799 Eastpark Dr Houston, TX 616 1979 (p) 4851 Homestead Road Houston, TX 594 1973 (p) 3365-3385 Rauch Street Houston, TX 319 1970 (p) 5050 Campbell Road Houston, TX 453 1970 (p) 4300 Pine Timbers Houston, TX 513 1980 (p) 7901 Blankenship Houston, TX 238 1972 (p) 2500-2530 Fairway Park Drive Houston, TX 876 1974 (p) 6550 Longpointe Houston, TX 419 1980 (p) 1815 Turning Basin Dr Houston, TX 477 1980 (p) 1819 Turning Basin Dr Houston, TX 240 1980 (p) 1805 Turning Basin Drive Houston, TX 576 1980 (p) 7000 Empire Drive Houston, TX 791 1980 (p) 9777 West Gulfbank Drive Houston, TX 1,611 1980 (p) 9835A Genard Road Houston, TX 1,042 1980 (p) 9835B Genard Road Houston, TX 192 1980 (p) 10161 Harwin Drive Houston, TX 343 1979/1981 (p) 10165 Harwin Drive Houston, TX 233 1979/1981 (p) 10175 Harwin Drive Houston, TX 336 1979/1981 (p) 10325-10415 Landsbury Drive (k) Houston, TX 151 1982 (p) 8705 City Park Loop Houston, TX 101 1982 (p) 15340 Vantage Parkway Houston, TX 3 1984 (p) 15431 Vantage Parkway Houston, TX 3 1981 (p) 15402 Vantage Parkway (t) Houston, TX 7 1981 (p) INDIANAPOLIS 2900 N Shadeland Avenue (s) Indianapolis, IN 3,765 1957/1992 (p) 2400 North Shadeland Indianapolis, IN 144 1970 (p) 2402 North Shadeland Indianapolis, IN 545 1970 (p) 7901 West 21st St. Indianapolis, IN 1,073 1985 (p) 1445 Brookville Way Indianapolis, IN 710 1989 (p) 1440 Brookville Way Indianapolis, IN 815 1990 (p) 1240 Brookville Way Indianapolis, IN 402 1990 (p) 1220 Brookville Way Indianapolis, IN 22 1990 (p) 1345 Brookville Way Indianapolis, IN 889 1992 (p) 1350 Brookville Way Indianapolis, IN 279 1994 (p) 1341 Sadlier Circle E Dr Indianapolis, IN 227 1971/1992 (p) 1322-1438 Sadlier Circle E Dr Indianapolis, IN 305 1971/1992 (p) 1327-1441 Sadlier Circle E Dr Indianapolis, IN 372 1992 (p) 1304 Sadlier Circle E Dr Indianapolis, IN 130 1971/1992 (p) 1402 Sadlier Circle E Dr Indianapolis, IN 271 1970/1992 (p) 1504 Sadlier Circle E Dr Indianapolis, IN 277 1971/1992 (p) 1311 Sadlier Circle E Dr Indianapolis, IN 128 1971/1992 (p) 1365 Sadlier Circle E Dr Indianapolis, IN 203 1971/1992 (p) 1352-1354 Sadlier Circle E Dr Indianapolis, IN 318 1970/1992 (p) 1335 Sadlier Circle E Dr Indianapolis, IN 122 1971/1992 (p) 1327 Sadlier Circle E Dr Indianapolis, IN 74 1971/1992 (p) 1425 Sadlier Circle E Dr Indianapolis, IN 28 1971/1992 (p) 1230 Brookville Way Indianapolis, IN 125 1995 (p) 6951 E 30th St Indianapolis, IN 483 1995 (p) 6701 E 30th St Indianapolis, IN 94 1995 (p) 6737 E 30th St Indianapolis, IN 568 1995 (p) 1225 Brookville Way Indianapolis, IN 72 1997 (p) 6555 E 30th St Indianapolis, IN 1,779 1969/1981 (p) 2432-2436 Shadeland Indianapolis, IN 340 1968 (p) 8402-8440 E 33rd St Indianapolis, IN 380 1977 (p) 8520-8630 E 33rd St Indianapolis, IN 486 1976 (p) 8710-8768 E 33rd St Indianapolis, IN 294 1979 (p) 3316-3346 N. Pagosa Court Indianapolis, IN 473 1977 (p) S-8
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION --------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ----- --------- --------- ---- ------------ ----- 3331 Raton Court Indianapolis, IN 138 802 217 138 1,019 1,157 6751 E 30th St Indianapolis, IN 728 2,837 271 741 3,095 3,836 9200 East 146th Street Noblesville, IN 205 1,221 1,140 191 2,374 2,566 6575 East 30th Street Indianapolis, IN 118 - 2,107 128 2,097 2,225 6585 East 30th Street Indianapolis, IN 196 - 3,421 196 3,421 3,618 9910 North by Northeast Blvd Fishers, IN 661 3,744 170 669 3,906 4,575 6041 Guion Road Indianapolis, IN 123 678 5 124 682 806 8525 E. 33rd Street (t) Indianapolis, IN 1,300 2,091 694 1,302 2,784 4,085 5705-97 Park Plaza Ct. (t) Indianapolis, IN 600 2,194 612 607 2,799 3,406 8219 Northwest Blvd. Indianapolis, IN 900 3,081 358 902 3,438 4,339 8227 Northwest Blvd. (t) Indianapolis, IN 600 5,502 387 603 5,886 6,489 9319-9341 Castlegate Drive (t) Indianapolis, IN 530 1,235 496 544 1,717 2,261 9332-9350 Castlegate Drive (t) Indianapolis, IN 420 646 348 429 985 1,414 9210 East 146th Street Noblesville, IN 552 684 464 262 1,438 1,700 6101-6119 Guion Road (t) Indianapolis, IN 400 661 176 401 836 1,237 LOS ANGELES 6407-6419 Alondra Blvd. Paramount, CA 137 774 85 140 855 995 6423-6431 Alondra Blvd. Paramount, CA 115 650 42 118 689 807 15101-15141 S. Figueroa St. (j) Los Angeles, CA 1,163 6,588 450 1,175 7,025 8,200 20816-18 Higgins Court Torrance, CA 74 419 31 75 449 524 21136 South Wilmington Ave Carson, CA 1,234 6,994 242 1,246 7,224 8,470 19914 Via Baron Way Rancho Dominguez, CA (d) 1,590 9,010 181 1,616 9,165 10,781 2035 E. Vista Bella Way Rancho Dominguez, CA (e) 1,382 7,829 343 1,406 8,147 9,553 14912 Shoemaker Ave. Santa Fe Springs, CA 42 236 9 46 241 288 14920 Shoemaker Ave. Santa Fe Springs, CA 37 212 9 42 217 259 14928 Shoemaker Ave. Santa Fe Springs, CA 37 212 12 42 220 262 14938 Shoemaker Ave. Santa Fe Springs, CA 37 212 9 42 217 259 14944 Shoemaker Ave. Santa Fe Springs, CA 326 1,848 50 336 1,888 2,224 14946 Shoemaker Ave. Santa Fe Springs, CA 275 1,559 73 284 1,624 1,908 14948 Shoemaker Ave. Santa Fe Springs, CA 100 568 24 106 586 692 14141 Alondra Blvd. Santa Fe Springs, CA 2,570 14,565 188 2,598 14,725 17,323 12616 Yukon Ave. Hawthorne, CA 685 3,884 89 696 3,962 4,658 3355 El Segundo Blvd (k) Hawthorne, CA 267 1,510 1,132 418 2,491 2,910 12621 Cerise Hawthorne, CA 413 2,344 (939) 265 1,553 1,819 333 Turnbull Canyon Road City of Industry, CA 2,700 1,824 314 2,700 2,138 4,838 42374 Avenida Alvarado (k) Temecula, CA 797 4,514 297 812 4,796 5,607 LOUISVILLE 9001 Cane Run Road Louisville, KY 524 - 5,577 560 5,541 6,101 7700 Trade Port Drive Louisville, KY 449 - 6,539 449 6,539 6,988 MILWAUKEE N25 W23050 Paul Road Pewaukee, WI 474 2,723 354 485 3,067 3,552 N25 W23255 Paul Road Pewaukee, WI 571 3,270 83 582 3,342 3,924 N27 W23293 Roundy Drive Pewaukee, WI 412 2,837 56 420 2,885 3,305 6523 N Sydney Place Glendale, WI 172 976 209 176 1,182 1,358 8800 W Bradley Milwaukee, WI 375 2,125 151 388 2,263 2,651 4560 N 124th Street Wauwatosa, WI 118 667 85 129 741 870 4410-80 North 132nd Street Butler, WI 355 - 4,023 359 4,019 4,378 MINNEAPOLIS/ST. PAUL 2700 Freeway Boulevard Brooklyn Center, MN 392 2,318 949 415 3,244 3,659 6507-6545 Cecilia Circle Bloomington, MN 357 1,320 962 386 2,252 2,639 6201 West 111th Street Bloomington, MN 1,358 8,622 3,757 1,499 12,238 13,737 6403-6545 Cecilia Drive Bloomington, MN 366 1,363 911 395 2,245 2,640 6925-6943 Washington Avenue Edina, MN 117 504 900 237 1,285 1,521 6955-6973 Washington Avenue Edina, MN 117 486 587 207 983 1,190 7251-7267 Washington Avenue Edina, MN 129 382 517 182 846 1,028 7301-7325 Washington Avenue Edina, MN 174 391 575 193 947 1,140 7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,774 2,228 8,826 11,053 7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,583 615 2,928 3,543 9901 West 74th Street Eden Prairie, MN 621 3,289 2,963 639 6,234 6,873 12220-12222 Nicollet Avenue Burnsville, MN 105 425 372 114 789 902 12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 499 296 1,516 1,813 12224-12226 Nicollet Avenue Burnsville, MN 190 770 343 207 1,096 1,303 980 Lone Oak Road Eagan, MN 683 4,103 973 683 5,076 5,759 990 Lone Oak Road Eagan, MN 883 5,575 1,101 873 6,686 7,559 1030 Lone Oak Road Eagan, MN 456 2,703 613 456 3,316 3,772 1060 Lone Oak Road Eagan, MN 624 3,700 855 624 4,555 5,180 5400 Nathan Lane Plymouth, MN 749 4,461 783 757 5,236 5,994 10120 W 76th Street Eden Prairie, MN 315 1,804 1,474 315 3,277 3,593 ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ --------- ---------- ------------- 3331 Raton Court Indianapolis, IN 196 1979 (p) 6751 E 30th St Indianapolis, IN 478 1997 (p) 9200 East 146th Street Noblesville, IN 521 1961/1981 (p) 6575 East 30th Street Indianapolis, IN 351 1998 (p) 6585 East 30th Street Indianapolis, IN 698 1998 (p) 9910 North by Northeast Blvd Fishers, IN 268 1994 (p) 6041 Guion Road Indianapolis, IN 20 1968 (p) 8525 E. 33rd Street (t) Indianapolis, IN 134 1978 (p) 5705-97 Park Plaza Ct. (t) Indianapolis, IN 115 1977 (p) 8219 Northwest Blvd. Indianapolis, IN 54 1990 (p) 8227 Northwest Blvd. (t) Indianapolis, IN 75 1990 (p) 9319-9341 Castlegate Drive (t) Indianapolis, IN 10 1983 (p) 9332-9350 Castlegate Drive (t) Indianapolis, IN 8 1983 (p) 9210 East 146th Street Noblesville, IN 259 1978 (p) 6101-6119 Guion Road (t) Indianapolis, IN 19 1976 (p) LOS ANGELES 6407-6419 Alondra Blvd. Paramount, CA 66 1985 (p) 6423-6431 Alondra Blvd. Paramount, CA 60 1985 (p) 15101-15141 S. Figueroa St. (j) Los Angeles, CA 549 1982 (p) 20816-18 Higgins Court Torrance, CA 32 1981 (p) 21136 South Wilmington Ave Carson, CA 461 1989 (p) 19914 Via Baron Way Rancho Dominguez, CA 355 1973 (p) 2035 E. Vista Bella Way Rancho Dominguez, CA 354 1972 (p) 14912 Shoemaker Ave. Santa Fe Springs, CA 10 1967 (p) 14920 Shoemaker Ave. Santa Fe Springs, CA 9 1967 (p) 14928 Shoemaker Ave. Santa Fe Springs, CA 9 1967 (p) 14938 Shoemaker Ave. Santa Fe Springs, CA 9 1967 (p) 14944 Shoemaker Ave. Santa Fe Springs, CA 79 1978 (p) 14946 Shoemaker Ave. Santa Fe Springs, CA 74 1978 (p) 14948 Shoemaker Ave. Santa Fe Springs, CA 26 1978 (p) 14141 Alondra Blvd. Santa Fe Springs, CA 584 1969 (p) 12616 Yukon Ave. Hawthorne, CA 143 1987 (p) 3355 El Segundo Blvd (k) Hawthorne, CA 87 1959 (p) 12621 Cerise Hawthorne, CA 66 1959 (p) 333 Turnbull Canyon Road City of Industry, CA 12 1968/1985 (p) 42374 Avenida Alvarado (k) Temecula, CA 127 1987 (p) LOUISVILLE 9001 Cane Run Road Louisville, KY 960 1998 (p) 7700 Trade Port Drive Louisville, KY 14 2001 (p) MILWAUKEE N25 W23050 Paul Road Pewaukee, WI 749 1989 (p) N25 W23255 Paul Road Pewaukee, WI 781 1987 (p) N27 W23293 Roundy Drive Pewaukee, WI 674 1989 (p) 6523 N Sydney Place Glendale, WI 241 1978 (p) 8800 W Bradley Milwaukee, WI 426 1982 (p) 4560 N 124th Street Wauwatosa, WI 122 1976 (p) 4410-80 North 132nd Street Butler, WI 320 1999 (p) MINNEAPOLIS/ST. PAUL 2700 Freeway Boulevard Brooklyn Center, MN 806 1981 (p) 6507-6545 Cecilia Circle Bloomington, MN 1,289 1980 (p) 6201 West 111th Street Bloomington, MN 4,798 1987 (p) 6403-6545 Cecilia Drive Bloomington, MN 1,340 1980 (p) 6925-6943 Washington Avenue Edina, MN 1,043 1972 (p) 6955-6973 Washington Avenue Edina, MN 879 1972 (p) 7251-7267 Washington Avenue Edina, MN 751 1972 (p) 7301-7325 Washington Avenue Edina, MN 1,047 1972 (p) 7101 Winnetka Avenue North Brooklyn Park, MN 4,241 1990 (p) 7600 Golden Triangle Drive Eden Prairie, MN 1,862 1989 (p) 9901 West 74th Street Eden Prairie, MN 2,633 1983/88 (p) 12220-12222 Nicollet Avenue Burnsville, MN 366 1989/90 (p) 12250-12268 Nicollet Avenue Burnsville, MN 637 1989/90 (p) 12224-12226 Nicollet Avenue Burnsville, MN 467 1989/90 (p) 980 Lone Oak Road Eagan, MN 1,667 1992 (p) 990 Lone Oak Road Eagan, MN 2,031 1989 (p) 1030 Lone Oak Road Eagan, MN 757 1988 (p) 1060 Lone Oak Road Eagan, MN 1,274 1988 (p) 5400 Nathan Lane Plymouth, MN 1,135 1990 (p) 10120 W 76th Street Eden Prairie, MN 889 1987 (p) S-9
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION --------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ----- --------- --------- ---- ------------ ----- 7615 Golden Triangle Eden Prairie, MN 268 1,532 1,153 268 2,685 2,953 7625 Golden Triangle Eden Prairie, MN 415 2,375 1,009 415 3,384 3,800 2605 Fernbrook Lane North Plymouth, MN 443 2,533 526 445 3,057 3,502 12155 Nicollet Ave. Burnsville, MN 286 - 1,890 288 1,888 2,176 6655 Wedgewood Road Maple Grove, MN 1,466 8,342 3,221 1,466 11,563 13,029 900 Apollo Road Eagan, MN 1,029 5,855 1,107 1,030 6,961 7,991 7316 Aspen Lane North Brooklyn Park, MN 368 2,156 983 377 3,129 3,506 73rd Avenue North Brooklyn Park, MN 504 2,856 379 512 3,227 3,739 1905 W Country Road C Roseville, MN 402 2,278 260 410 2,530 2,940 2720 Arthur Street Roseville, MN 824 4,671 321 832 4,984 5,816 10205 51st Avenue North Plymouth, MN 180 1,020 126 193 1,133 1,326 4100 Peavey Road Chaska, MN 399 2,261 887 415 3,133 3,547 11300 Hamshire Ave South Bloomington, MN 527 2,985 1,828 541 4,799 5,340 375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741 1,503 8,456 9,959 5205 Highway 169 Plymouth, MN 446 2,525 1,133 739 3,364 4,103 6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 1,440 538 4,402 4,940 7100-7198 Shady Oak Road Eden Prairie, MN 715 4,054 991 736 5,025 5,761 7500-7546 Washington Square Eden Prairie, MN 229 1,300 588 235 1,882 2,117 7550-7558 Washington Square Eden Prairie, MN 153 867 161 157 1,024 1,181 5240-5300 Valley Industrial Blvd S Shakopee, MN 362 2,049 830 371 2,869 3,240 7125 Northland Terrace Brooklyn Park, MN 660 3,740 887 767 4,520 5,287 6900 Shady Oak Road Eden Prairie, MN 310 1,756 438 340 2,164 2,504 6477-6525 City West Parkway Eden Prairie, MN 810 4,590 491 819 5,071 5,891 1157 Valley Park Drive Shakopee, MN 760 - 6,127 888 5,999 6,886 500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 922 432 3,259 3,691 770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 510 347 2,383 2,730 800 Kasota Avenue SE Minneapolis, MN 524 2,971 656 597 3,554 4,151 2530-2570 Kasota Avenue St. Paul, MN 407 2,308 753 465 3,003 3,468 NASHVILLE 1621 Heil Quaker Boulevard Nashville, TN 413 2,383 1,588 430 3,954 4,383 3099 Barry Drive Portland, TN 418 2,368 88 421 2,452 2,873 3150 Barry Drive Portland, TN 941 5,333 309 981 5,602 6,583 5599 Highway 37 West Portland, TN 564 3,196 81 571 3,270 3,841 1650 Elm Hill Pike Nashville, TN 329 1,867 153 332 2,017 2,349 1102 Appleton Drive Nashville, TN 154 873 64 154 937 1,091 1931 Air Lane Drive Nashville, TN 489 2,785 297 493 3,078 3,571 470 Metroplex Drive (j) Nashville, TN 619 3,507 1,356 626 4,857 5,483 1150 Antiock Pike Nashville, TN 661 3,748 317 669 4,058 4,726 4640 Cummings Park Nashville, TN 360 2,040 225 365 2,260 2,625 556 Metroplex Drive Nashville, TN 227 1,285 284 231 1,566 1,796 7600 Eastgate Blvd. Lebanon, TN 1,375 - 10,167 1,375 10,167 11,542 NORTHERN NEW JERSEY 9 Princess Road Lawrenceville, NJ 221 1,254 140 234 1,381 1,615 11 Princess Road Lawrenceville, NJ 491 2,780 576 516 3,330 3,846 15 Princess Road Lawrenceville, NJ 234 1,328 455 247 1,771 2,018 17 Princess Road Lawrenceville, NJ 342 1,936 81 345 2,013 2,358 220 Hanover Avenue Hanover, NJ 1,361 7,715 600 1,420 8,257 9,677 25 World's Fair Drive Franklin, NJ 285 1,616 208 297 1,813 2,109 14 World's Fair Drive Franklin, NJ 483 2,735 481 503 3,196 3,699 18 World's Fair Drive Franklin, NJ 123 699 84 129 776 905 23 World's Fair Drive Franklin, NJ 134 758 114 140 865 1,005 12 World's Fair Drive Franklin, NJ 572 3,240 392 593 3,611 4,204 49 Napoleon Court Franklin, NJ 230 1,306 90 238 1,388 1,626 22 World's Fair Drive Franklin, NJ 364 2,064 455 375 2,508 2,883 26 World's Fair Drive Franklin, NJ 361 2,048 212 377 2,244 2,621 24 World's Fair Drive Franklin, NJ 347 1,968 377 362 2,330 2,692 20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,815 691 2,133 2,824 10 New Maple Road Pine Brook, NJ 2,250 12,750 196 2,272 12,924 15,196 60 Chapin Road Pine Brook, NJ 2,123 12,028 1,845 2,143 13,852 15,995 45 Route 46 Pine Brook, NJ 969 5,491 421 978 5,903 6,881 43 Route 46 Pine Brook, NJ 474 2,686 397 479 3,079 3,557 39 Route 46 Pine Brook, NJ 260 1,471 131 262 1,599 1,861 26 Chapin Road Pine Brook, NJ 956 5,415 213 965 5,618 6,583 30 Chapin Road Pine Brook, NJ 960 5,440 249 969 5,680 6,649 20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 1,003 1,534 9,519 11,053 30 Hook Mountain Road Pine Brook, NJ 389 2,206 313 396 2,512 2,908 55 Route 46 Pine Brook, NJ 396 2,244 115 403 2,352 2,755 16 Chapin Rod Pine Brook, NJ 885 5,015 180 901 5,179 6,080 20 Chapin Road Pine Brook, NJ 1,134 6,426 284 1,154 6,690 7,844 Sayreville Lot 3 Sayreville, NJ - - 0 - 0 0 Sayreville Lot 4 Sayreville, NJ - - 4,244 - 4,244 4,244 400 Raritan Center Parkway Edison, NJ 829 4,722 325 836 5,041 5,877 ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ --------- ---------- ------------- 7615 Golden Triangle Eden Prairie, MN 1,069 1987 (p) 7625 Golden Triangle Eden Prairie, MN 884 1987 (p) 2605 Fernbrook Lane North Plymouth, MN 894 1987 (p) 12155 Nicollet Ave. Burnsville, MN 471 1995 (p) 6655 Wedgewood Road Maple Grove, MN 2,149 1989 (p) 900 Apollo Road Eagan, MN 1,451 1970 (p) 7316 Aspen Lane North Brooklyn Park, MN 846 1978 (p) 73rd Avenue North Brooklyn Park, MN 596 1995 (p) 1905 W Country Road C Roseville, MN 456 1993 (p) 2720 Arthur Street Roseville, MN 936 1995 (p) 10205 51st Avenue North Plymouth, MN 222 1990 (p) 4100 Peavey Road Chaska, MN 658 1988 (p) 11300 Hamshire Ave South Bloomington, MN 966 1983 (p) 375 Rivertown Drive Woodbury, MN 1,387 1996 (p) 5205 Highway 169 Plymouth, MN 748 1960 (p) 6451-6595 Citywest Parkway Eden Prairie, MN 1,181 1984 (p) 7100-7198 Shady Oak Road Eden Prairie, MN 701 1982/2002 (p) 7500-7546 Washington Square Eden Prairie, MN 270 1975 (p) 7550-7558 Washington Square Eden Prairie, MN 169 1975 (p) 5240-5300 Valley Industrial Blvd S Shakopee, MN 585 1973 (p) 7125 Northland Terrace Brooklyn Park, MN 749 1996 (p) 6900 Shady Oak Road Eden Prairie, MN 346 1980 (p) 6477-6525 City West Parkway Eden Prairie, MN 862 1984 (p) 1157 Valley Park Drive Shakopee, MN 633 1997 (p) 500-530 Kasota Avenue SE Minneapolis, MN 498 1976 (p) 770-786 Kasota Avenue SE Minneapolis, MN 340 1976 (p) 800 Kasota Avenue SE Minneapolis, MN 541 1976 (p) 2530-2570 Kasota Avenue St. Paul, MN 617 1976 (p) NASHVILLE 1621 Heil Quaker Boulevard Nashville, TN 779 1975 (p) 3099 Barry Drive Portland, TN 448 1995 (p) 3150 Barry Drive Portland, TN 1,016 1993 (p) 5599 Highway 31 West Portland, TN 595 1995 (p) 1650 Elm Hill Pike Nashville, TN 364 1984 (p) 1102 Appleton Drive Nashville, TN 155 1984 (p) 1931 Air Lane Drive Nashville, TN 565 1984 (p) 470 Metroplex Drive (j) Nashville, TN 1,038 1986 (p) 1150 Antiock Pike Nashville, TN 635 1987 (p) 4640 Cummings Park Nashville, TN 288 1986 (p) 556 Metroplex Drive Nashville, TN 139 1983 (p) 7600 Eastgate Blvd. Lebanon, TN 197 2002 (p) NORTHERN NEW JERSEY 9 Princess Road Lawrenceville, NJ 241 1985 (p) 11 Princess Road Lawrenceville, NJ 612 1985 (p) 15 Princess Road Lawrenceville, NJ 437 1986 (p) 17 Princess Road Lawrenceville, NJ 363 1986 (p) 220 Hanover Avenue Hanover, NJ 1,393 1987 (p) 25 World's Fair Drive Franklin, NJ 309 1986 (p) 14 World's Fair Drive Franklin, NJ 597 1980 (p) 18 World's Fair Drive Franklin, NJ 121 1982 (p) 23 World's Fair Drive Franklin, NJ 159 1982 (p) 12 World's Fair Drive Franklin, NJ 580 1981 (p) 49 Napoleon Court Franklin, NJ 233 1982 (p) 22 World's Fair Drive Franklin, NJ 503 1983 (p) 26 World's Fair Drive Franklin, NJ 387 1984 (p) 24 World's Fair Drive Franklin, NJ 415 1984 (p) 20 World's Fair Drive Lot 13 Sumerset, NJ 375 1999 (p) 10 New Maple Road Pine Brook, NJ 1,050 1973/1999 (p) 60 Chapin Road Pine Brook, NJ 1,546 1977/2000 (p) 45 Route 46 Pine Brook, NJ 547 1974/1987 (p) 43 Route 46 Pine Brook, NJ 257 1974/1987 (p) 39 Route 46 Pine Brook, NJ 136 1970 (p) 26 Chapin Road Pine Brook, NJ 458 1983 (p) 30 Chapin Road Pine Brook, NJ 515 1983 (p) 20 Hook Mountain Road Pine Brook, NJ 759 1972/1984 (p) 30 Hook Mountain Road Pine Brook, NJ 213 1972/1987 (p) 55 Route 46 Pine Brook, NJ 203 1978/1994 (p) 16 Chapin Rod Pine Brook, NJ 425 1987 (p) 20 Chapin Road Pine Brook, NJ 574 1987 (p) Sayreville Lot 3 Sayreville, NJ 0 2002 (p) Sayreville Lot 4 Sayreville, NJ 89 2001 (p) 400 Raritan Center Parkway Edison, NJ 274 1983 (p) S-10
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION ---------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ---- --------- --------- ---- ------------ ----- 300 Columbus Circle Edison, NJ 1,257 7,122 286 1,269 7,396 8,665 400 Apgar Franklin Township, NJ 780 4,420 411 796 4,815 5,611 500 Apgar Franklin Township, NJ 361 2,044 254 368 2,291 2,659 201 Circle Dr. North Piscataway, NJ 840 4,760 396 857 5,139 5,996 1 Pearl Ct. Allendale, NJ 623 3,528 181 649 3,682 4,331 2 Pearl Ct. Allendale, NJ 255 1,445 1,006 403 2,303 2,706 3 Pearl Ct. Allendale, NJ 440 2,491 189 458 2,662 3,119 4 Pearl Ct. Allendale, NJ 450 2,550 284 469 2,815 3,284 5 Pearl Ct. Allendale, NJ 505 2,860 369 526 3,208 3,734 6 Pearl Ct. Allendale, NJ 1,160 6,575 168 1,177 6,726 7,903 7 Pearl Ct. Allendale, NJ 513 2,907 77 520 2,977 3,497 59 Route 17 Allendale, NJ 518 2,933 145 539 3,056 3,595 PHILADELPHIA 212 Welsh Pool Road Exton, PA 160 886 217 176 1,087 1,263 230-240 Welsh Pool Road Exton, PA 154 851 150 170 985 1,155 264 Welsh Pool Road Exton, PA 147 811 154 162 950 1,112 254 Welsh Pool Road Exton, PA 152 842 626 184 1,436 1,620 256 Welsh Pool Road Exton, PA 82 452 386 94 826 920 213 Welsh Pool Road Exton, PA 149 827 258 173 1,061 1,234 251 Welsh Pool Road Exton, PA 144 796 167 159 948 1,107 253-255 Welsh Pool Road Exton, PA 113 626 138 125 752 877 151-161 Philips Road Exton, PA 191 1,059 270 229 1,291 1,520 210 Philips Road Exton, PA 182 1,005 231 198 1,220 1,418 216 Philips Road Exton, PA 199 1,100 268 220 1,347 1,567 202 Philips Road Exton, PA 174 966 203 214 1,129 1,343 2994-96 Samuel Drive Bensalem, PA 952 5,396 358 981 5,725 6,706 964 Postal Road Lehigh, PA 215 1,216 82 224 1,288 1,512 966 Postal Road Lehigh, PA 268 1,517 80 279 1,586 1,865 999 Postal Road Lehigh, PA 439 2,486 176 458 2,643 3,101 7331 William Avenue Lehigh, PA 311 1,764 96 325 1,846 2,171 7346 Penn Drive Lehigh, PA 413 2,338 142 430 2,462 2,892 7350 William Ave. Lehigh, PA 552 3,128 590 576 3,694 4,270 7377 William Ave. Lehigh, PA 290 1,645 217 303 1,849 2,152 7072 Snow Drift Lehigh, PA 288 1,632 326 300 1,945 2,246 2000 Cabot Boulevard West Langhorne, PA 414 2,346 284 424 2,620 3,044 2005 Cabot Boulevard West Langhorne, PA 315 1,785 167 322 1,945 2,267 2010 Cabot Boulevard West Langhorne, PA 513 2,907 408 525 3,303 3,828 2200 Cabot Boulevard West Langhorne, PA 428 2,427 171 438 2,587 3,026 2260-2270 Cabot Boulevard West Langhorne, PA 361 2,044 290 369 2,326 2,695 3000 Cabot Boulevard West Langhorne, PA 509 2,886 493 521 3,367 3,888 180 Wheeler Court Langhorne, PA 447 2,533 81 458 2,603 3,061 2512 Metropolitan Drive Trevose, PA 242 1,369 70 248 1,432 1,680 2510 Metropolitan Drive Trevose, PA 244 1,381 42 249 1,417 1,667 2515 Metropolitan Drive Trevose, PA 259 1,466 94 265 1,554 1,818 2555 Metropolitan Drive Trevose, PA 347 1,968 98 355 2,058 2,413 2450 Metropolitan Drive Trevose, PA 571 3,234 650 586 3,869 4,455 2495 Metropolitan Drive Trevose, PA 551 3,124 102 566 3,212 3,777 4667 Somerton Road Trevose, PA 637 3,608 578 652 4,171 4,823 835 Wheeler Way Langhorne, PA 293 1,658 453 319 2,083 2,403 90 Southland Drive Bethlehem, PA 570 2,047 619 579 2,657 3,236 PHOENIX 1045 South Edward Drive Tempe, AZ 390 2,160 86 394 2,242 2,636 46 N. 49th Ave. Phoenix, AZ 301 1,704 672 306 2,372 2,677 240 N. 48th Ave. Phoenix, AZ 510 1,913 (59) 481 1,883 2,364 220 N. 48th Ave. (t) Phoenix, AZ 530 1,726 141 530 1,867 2,397 54 N. 48th Ave. Phoenix, AZ 130 625 39 131 664 794 64 N. 48th Ave. Phoenix, AZ 180 458 54 181 511 692 236 N. 48th Ave. Phoenix, AZ 120 322 33 120 355 475 10 S. 48th Ave. Phoenix, AZ 510 1,687 187 512 1,872 2,384 115 E. Watkins St. (t) Phoenix, AZ 170 816 73 171 889 1,059 135 E. Watkins St. Phoenix, AZ 380 1,962 127 381 2,087 2,469 230 N. 48th Ave. Phoenix, AZ 160 765 45 161 809 970 20 S. 48th Ave. (t) Phoenix, AZ 80 827 51 81 877 958 21002 A N. 19th Ave. (t) Phoenix, AZ 706 663 132 709 791 1,500 21002 B N. 19th Ave. (t) Phoenix, AZ 694 597 130 697 725 1,422 SALT LAKE CITY 2255 South 300 West (n) Salt Lake City, UT 618 3,504 376 612 3,886 4,498 512 Lawndale Drive (o) Salt Lake City, UT 2,779 15,749 2,522 2,705 18,345 21,050 1270 West 2320 South West Valley, UT 138 784 156 143 936 1,079 1275 West 2240 South West Valley, UT 395 2,241 233 408 2,461 2,869 ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ --------- ---------- ------------- 300 Columbus Circle Edison, NJ 400 1983 (p) 400 Apgar Franklin Township, NJ 207 1987 (p) 500 Apgar Franklin Township, NJ 126 1987 (p) 201 Circle Dr. North Piscataway, NJ 224 1987 (p) 1 Pearl Ct. Allendale, NJ 115 1978 (p) 2 Pearl Ct. Allendale, NJ 68 1979 (p) 3 Pearl Ct. Allendale, NJ 89 1978 (p) 4 Pearl Ct. Allendale, NJ 94 1979 (p) 5 Pearl Ct. Allendale, NJ 112 1977 (p) 6 Pearl Ct. Allendale, NJ 214 1980 (p) 7 Pearl Ct. Allendale, NJ 95 1979 (p) 59 Route 17 Allendale, NJ 96 1979 (p) PHILADELPHIA 212 Welsh Pool Road Exton, PA 163 1975/1997 (p) 230-240 Welsh Pool Road Exton, PA 155 1975/1997 (p) 264 Welsh Pool Road Exton, PA 184 1975/1996 (p) 254 Welsh Pool Road Exton, PA 322 1975/1998 (p) 256 Welsh Pool Road Exton, PA 111 1975/1999 (p) 213 Welsh Pool Road Exton, PA 196 1975/1998 (p) 251 Welsh Pool Road Exton, PA 129 1975/1991 (p) 253-255 Welsh Pool Road Exton, PA 121 1975/1980 (p) 151-161 Philips Road Exton, PA 203 1975/1990 (p) 210 Philips Road Exton, PA 265 1975/1998 (p) 216 Philips Road Exton, PA 222 1985 (p) 202 Philips Road Exton, PA 160 1972/1991 (p) 2994-96 Samuel Drive Bensalem, PA 553 1974 (p) 964 Postal Road Lehigh, PA 88 1986 (p) 966 Postal Road Lehigh, PA 109 1987 (p) 999 Postal Road Lehigh, PA 181 1988 (p) 7331 William Avenue Lehigh, PA 127 1989 (p) 7346 Penn Drive Lehigh, PA 169 1988 (p) 7350 William Ave. Lehigh, PA 293 1989 (p) 7377 William Ave. Lehigh, PA 126 1989 (p) 7072 Snow Drift Lehigh, PA 131 1975 (p) 2000 Cabot Boulevard West Langhorne, PA 123 1984 (p) 2005 Cabot Boulevard West Langhorne, PA 91 1984 (p) 2010 Cabot Boulevard West Langhorne, PA 169 1984 (p) 2200 Cabot Boulevard West Langhorne, PA 121 1979 (p) 2260-2270 Cabot Boulevard West Langhorne, PA 120 1980 (p) 3000 Cabot Boulevard West Langhorne, PA 156 1986 (p) 180 Wheeler Court Langhorne, PA 124 1974 (p) 2512 Metropolitan Drive Trevose, PA 68 1981 (p) 2510 Metropolitan Drive Trevose, PA 68 1981 (p) 2515 Metropolitan Drive Trevose, PA 80 1974 (p) 2555 Metropolitan Drive Trevose, PA 97 1981 (p) 2450 Metropolitan Drive Trevose, PA 181 1983 (p) 2495 Metropolitan Drive Trevose, PA 153 1981 (p) 4667 Somerton Road Trevose, PA 223 1974 (p) 835 Wheeler Way Langhorne, PA 98 1974 (p) 90 Southland Drive Bethlehem, PA 33 1989/1996 (p) PHOENIX 1045 South Edward Drive Tempe, AZ 252 1976 (p) 46 N. 49th Ave. Phoenix, AZ 112 1986 (p) 240 N. 48th Ave. Phoenix, AZ 60 1977 (p) 220 N. 48th Ave. (t) Phoenix, AZ 48 1977 (p) 54 N. 48th Ave. Phoenix, AZ 21 1977 (p) 64 N. 48th Ave. Phoenix, AZ 15 1977 (p) 236 N. 48th Ave. Phoenix, AZ 11 1977 (p) 10 S. 48th Ave. Phoenix, AZ 68 1977 (p) 115 E. Watkins St. (t) Phoenix, AZ 25 1979 (p) 135 E. Watkins St. Phoenix, AZ 69 1977 (p) 230 N. 48th Ave. Phoenix, AZ 26 1977 (p) 20 S. 48th Ave. (t) Phoenix, AZ 20 1977 (p) 21002 A N. 19th Ave. (t) Phoenix,(AZ 11 1981 (p) 21002 B N. 19th Ave. (t) Phoenix, AZ) 10 1981 (p) SALT LAKE CITY 2255 South 300 West (n) Salt Lake City, UT 640 1980 (p) 512 Lawndale Drive (o) Salt Lake City, UT 3,319 1981 (p) 1270 West 2320 South West Valley, UT 153 1986/92 (p) 1275 West 2240 South West Valley, UT 353 1986/92 (p) S-11
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION --------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ---- --------- --------- ---- ------------ ----- 1288 West 2240 South West Valley, UT 119 672 144 123 812 935 2235 South 1300 West West Valley, UT 198 1,120 271 204 1,385 1,589 1293 West 2200 South West Valley, UT 158 896 209 163 1,100 1,263 1279 West 2200 South West Valley, UT 198 1,120 68 204 1,182 1,386 1272 West 2240 South West Valley, UT 336 1,905 382 347 2,276 2,623 1149 West 2240 South West Valley, UT 217 1,232 57 225 1,282 1,507 1142 West 2320 South West Valley, UT 217 1,232 292 225 1,517 1,742 1152 West 2240 South West Valley, UT 2,067 - 3,965 2,114 3,918 6,032 369 Orange Street Salt Lake City, UT 600 2,855 149 603 3,001 3,604 1330 W. 3300 South Avenue Ogden, UT 1,100 2,353 354 1,100 2,707 3,807 SAN DIEGO 9051 Siempre Viva Rd. (t) San Diego, CA 540 1,598 138 540 1,736 2,276 9163 Siempre Viva Rd. San Diego, CA 430 1,621 111 431 1,731 2,162 9295 Siempre Viva Rd. San Diego, CA 540 1,569 127 540 1,695 2,236 9255 Customhouse Plaza San Diego, CA 3,230 11,030 820 3,234 11,847 15,080 9375 Customhouse Plaza San Diego, CA 430 1,384 137 430 1,520 1,951 9465 Customhouse Plaza San Diego, CA 430 1,437 131 430 1,568 1,998 9485 Customhouse Plaza San Diego, CA 1,200 2,792 235 1,202 3,026 4,227 2675 Customhouse Court San Diego, CA 590 2,082 126 591 2,207 2,798 SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 120 282 1,646 1,928 2 Springdale Road Cherry Hill, NJ 127 701 104 126 806 932 4 Springdale Road (j) Cherry Hill,)NJ 335 1,853 710 332 2,566 2,899 8 Springdale Road Cherry Hill, NJ 259 1,436 433 258 1,871 2,128 2050 Springdale Road Cherry Hill, NJ 279 1,545 1,240 277 2,787 3,063 16 Springdale Road Cherry Hill, NJ 241 1,336 126 240 1,463 1,703 5 Esterbrook Lane Cherry Hill, NJ 241 1,336 244 240 1,582 1,821 2 Pin Oak Lane Cherry Hill, NJ 317 1,757 667 314 2,426 2,741 6 Esterbrook Lane Cherry Hill, NJ 165 914 38 164 953 1,117 28 Springdale Road Cherry Hill, NJ 192 1,060 202 190 1,264 1,454 3 Esterbrook Lane Cherry Hill, NJ 199 1,102 467 198 1,570 1,768 4 Esterbrook Lane Cherry Hill, NJ 234 1,294 32 232 1,328 1,560 26 Springdale Road Cherry Hill, NJ 227 1,257 358 226 1,615 1,841 1 Keystone Ave. Cherry Hill, NJ 227 1,223 984 218 2,215 2,434 21 Olnev Ave. Cherry Hill, NJ 69 380 63 68 444 512 19 Olnev Ave. Cherry Hill, NJ 202 1,119 1,154 200 2,275 2,475 2 Keystone Ave. Cherry Hill, NJ 216 1,194 578 214 1,774 1,987 18 Olnev Ave. Cherry Hill, NJ 250 1,382 86 247 1,471 1,718 2030 Springdale Rod Cherry Hill, NJ 526 2,914 1,490 523 4,407 4,930 55 Carnegie Drive Cherry Hill, NJ 550 3,047 163 547 3,214 3,761 111 Whittendale Drive Morrestown, NJ 515 2,916 18 514 2,934 3,448 9 Whittendale Morrestown, NJ 337 1,911 46 343 1,951 2,294 1931 Olney Road Cherry Hill, NJ 262 1,486 120 267 1,601 1,868 7851 Airport (t) Pennsauken, NJ 160 508 170 160 678 838 103 Central (t) Mt. Laurel, NJ 610 1,847 (180) 610 1,667 2,277 7860-7870 Airport Pennsauken, NJ 120 366 214 120 580 700 7100 Airport Pennsauken, NJ 50 210 106 50 317 366 7020-24 Kaighn Pennsauken, NJ 200 450 287 200 737 937 7110-7112 Airport Pennsauken, NJ 110 178 161 110 339 449 ST. LOUIS 8921-8971 Fost Avenue Hazelwood, MO 431 2,479 71 431 2,550 2,982 9043-9083 Frost Avenue Hazelwood, MO 319 1,838 914 319 2,752 3,070 2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,356 614 5,733 6,346 10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 584 237 1,944 2,181 10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 396 194 1,515 1,708 6951 N Hanley (j) Hazelwood, MO 405 2,295 1,886 419 4,167 4,586 1037 Warson - Bldg A St. Louis, MO 246 1,359 53 250 1,408 1,658 1037 Warson - Bldg B St. Louis, MO 380 2,103 70 387 2,165 2,552 1037 Warson - Bldg C St. Louis, MO 303 1,680 45 309 1,719 2,028 1037 Warson - Bldg D St. Louis, MO 353 1,952 49 359 1,994 2,353 6821-6857 Hazelwood Ave. (t) Berkeley, MO 1,095 6,205 273 1,096 6,478 7,573 13701 Rider Trail North Earth City, MO 800 2,099 467 802 2,564 3,366 4774 Park 36 Boulevard St. Louis, MO 1,074 - 5,927 1,075 5,926 7,000 TAMPA 6614 Adamo Drive Tampa, FL 177 1,005 65 181 1,067 1,247 6202 Benjamin Road Tampa, FL 203 1,151 308 211 1,450 1,662 6204 Benjamin Road Tampa, FL 432 2,445 344 454 2,766 3,220 6206 Benjamin Road Tampa, FL 397 2,251 351 416 2,583 2,999 ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ -------- ---------- ------------- 1288 West 2240 South West Valley, UT 132 1986/92 (p) 2235 South 1300 West West Valley, UT 247 1986/92 (p) 1293 West 2200 South West Valley, UT 226 1986/92 (p) 1279 West 2200 South West Valley, UT 179 1986/92 (p) 1272 West 2240 South West Valley, UT 417 1986/92 (p) 1149 West 2240 South West Valley, UT 191 1986/92 (p) 1142 West 2320 South West Valley, UT 316 1997 (p) 1152 West 2240 South West Valley, UT 816 1999 (p) 369 Orange Street Salt Lake City, UT 81 1980 (p) 1330 W. 3300 South Avenue Ogden, UT 17 1982 (p) SAN DIEGO 9051 Siempre Viva Rd. (t) San Diego, CA 62 1989 (p) 9163 Siempre Viva Rd. San Diego, CA 54 1989 (p) 9295 Siempre Viva Rd. San Diego, CA 55 1989 (p) 9255 Customhouse Plaza San Diego, CA 366 1989 (p) 9375 Customhouse Plaza San Diego, CA 68 1989 (p) 9465 Customhouse Plaza San Diego, CA 53 1989 (p) 9485 Customhouse Plaza San Diego, CA 74 1989 (p) 2675 Customhouse Court San Diego, CA 97 1989 (p) SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 229 1963/85 (p) 2 Springdale Road Cherry Hill, NJ 107 1968 (p) 4 Springdale Road (j) Cherry Hill,)NJ 389 1963/85 (p) 8 Springdale Road Cherry Hill, NJ 261 1966 (p) 2050 Springdale Road Cherry Hill, NJ 281 1965 (p) 16 Springdale Road Cherry Hill, NJ 203 1967 (p) 5 Esterbrook Lane Cherry Hill, NJ 210 1966/88 (p) 2 Pin Oak Lane Cherry Hill, NJ 324 1968 (p) 6 Esterbrook Lane Cherry Hill, NJ 135 1966 (p) 28 Springdale Road Cherry Hill, NJ 167 1967 (p) 3 Esterbrook Lane Cherry Hill, NJ 218 1968 (p) 4 Esterbrook Lane Cherry Hill, NJ 190 1969 (p) 26 Springdale Road Cherry Hill, NJ 212 1968 (p) 1 Keystone Ave. Cherry Hill, NJ 290 1969 (p) 21 Olnev Ave. Cherry Hill, NJ 59 1969 (p) 19 Olnev Ave. Cherry Hill, NJ 321 1971 (p) 2 Keystone Ave. Cherry Hill, NJ 234 1970 (p) 18 Olnev Ave. Cherry Hill, NJ 207 1974 (p) 2030 Springdale Rod Cherry Hill, NJ 656 1977 (p) 55 Carnegie Drive Cherry Hill, NJ 454 1988 (p) 111 Whittendale Drive Morrestown, NJ 294 1991/96 (p) 9 Whittendale Morrestown, NJ 126 2000 (p) 1931 Olney Road Cherry Hill, NJ 54 1969 (p) 7851 Airport (t) Pennsauken, NJ 3 1966 (p) 103 Central (t) Mt. Laurel, NJ 9 1970 (p) 7860-7870 Airport Pennsauken, NJ 3 1968 (p) 7100 Airport Pennsauken, NJ 2 1963 (p) 7020-24 Kaighn Pennsauken, NJ 4 1962 (p) 7110-7112 Airport Pennsauken, NJ 2 1963 (p) ST. LOUIS 8921-8971 Fost Avenue Hazelwood, MO 615 1971 (p) 9043-9083 Frost Avenue Hazelwood, MO 725 1970/77 (p) 2121 Chapin Industrial Drive Vinita Park, MO 5,662 1969/94 (p) 10431-10449 Midwest Industrial Blvd Olivette, MO 506 1967 (p) 10751 Midwest Industrial Boulevard Olivette, MO 329 1965 (p) 6951 N Hanley (j) Hazelwood, MO 1,229 1965 (p) 1037 Warson - Bldg A St. Louis, MO 61 1968 (p) 1037 Warson - Bldg B St. Louis, MO 94 1968 (p) 1037 Warson - Bldg C St. Louis, MO 75 1968 (p) 1037 Warson - Bldg D St. Louis, MO 87 1968 (p) 6821-6857 Hazelwood Ave. (t) Berkeley, MO 1 2001 (p) 13701 Rider Trail North Earth City, MO 104 1985 (p) 4774 Park 36 Boulevard St. Louis, MO 13 2001 (p) TAMPA 6614 Adamo Drive Tampa, FL 170 1967 (p) 6202 Benjamin Road Tampa, FL 115 1981 (p) 6204 Benjamin Road Tampa, FL 452 1982 (p) 6206 Benjamin Road Tampa, FL 416 1983 (p) S-12
CAPITALIZED SUBSEQUENT TO GROSS AMOUNT CARRIED (b) ACQUISITION OR AT CLOSE OF PERIOD 12/31/03 INITIAL COST COMPLETION --------------------------- LOCATION (a) ------------- AND VALUATION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION LAND IMPROVEMENTS TOTAL ---------------- ------------ ------------ ---- --------- --------- ---- ------------ ----- 6302 Benjamin Road Tampa, FL 214 1,212 195 224 1,397 1,621 6304 Benjamin Road Tampa, FL 201 1,138 213 209 1,343 1,552 6306 Benjamin Road Tampa, FL 257 1,457 396 269 1,841 2,110 6308 Benjamin Road Tampa, FL 345 1,958 237 362 2,179 2,540 5313 Johns Road Tampa, FL 204 1,159 108 213 1,258 1,471 5602 Thompson Center Court Tampa, FL 115 652 138 120 785 905 5411 Johns Road Tampa, FL 230 1,304 235 241 1,528 1,768 5525 Johns Road Tampa, FL 192 1,086 76 200 1,154 1,354 5607 Johns Road Tampa, FL 102 579 68 110 640 750 5709 Johns Road Tampa, FL 192 1,086 165 200 1,243 1,443 5711 Johns Road Tampa, FL 243 1,376 185 255 1,548 1,804 5453 W Waters Avenue Tampa, FL 71 402 102 82 494 575 5455 W Waters Avenue Tampa, FL 307 1,742 202 326 1,925 2,251 5553 W Waters Avenue Tampa, FL 307 1,742 216 326 1,939 2,265 5501 W Waters Avenue Tampa, FL 154 871 99 162 961 1,123 5503 W Waters Avenue Tampa, FL 71 402 65 75 463 538 5555 W Waters Avenue Tampa, FL 213 1,206 110 221 1,308 1,529 5557 W Waters Avenue Tampa, FL 59 335 38 62 370 432 5463 W Waters Avenue Tampa, FL (g) 497 2,751 477 560 3,165 3,725 5903 Johns Road Tampa, FL 88 497 81 93 573 666 5461 W Waters Tampa, FL 261 - 1,186 265 1,182 1,447 5471 W. Waters Tampa, FL 572 798 175 574 971 1,545 5505 Johns Road #7 Tampa, FL 228 - 1,403 228 1,402 1,630 5481 W. Waters Avenue Tampa, FL 558 - 2,298 561 2,296 2,856 5483 W. Waters Avenue Tampa, FL 457 - 1,941 459 1,939 2,397 5905 Breckenridge Parkway Tampa, FL 189 1,070 39 191 1,107 1,298 5907 Breckenridge Parkway Tampa, FL 61 345 11 61 356 417 5909 Breckenridge Parkway Tampa, FL 173 980 43 174 1,022 1,196 5911 Breckenridge Parkway Tampa, FL 308 1,747 61 311 1,806 2,117 5910 Breckenridge Parkway Tampa, FL 436 2,472 75 440 2,544 2,984 5912 Breckenridge Parkway Tampa, FL 460 2,607 45 464 2,648 3,112 4515-4519 George Road Tampa, FL 633 3,587 105 640 3,686 4,326 6301 Benjamin Road Tampa, FL 292 1,657 105 295 1,759 2,053 5723 Benjamin Road Tampa, FL 406 2,301 44 409 2,341 2,750 6313 Benjamin Road Tampa, FL 229 1,296 128 231 1,423 1,653 5801 Benjamin Road Tampa, FL 564 3,197 54 569 3,247 3,815 5802 Benjamin Road Tampa, FL 686 3,889 235 692 4,119 4,811 5925 Benjamin Road Tampa, FL 328 1,859 68 331 1,925 2,255 OTHER 2800 Airport Road (m) Denton, TX 369 1,935 1,572 490 3,386 3,876 3501 Maple Street Abilene, TX 67 1,057 1,051 266 1,909 2,175 4200 West Harry Street (k) Wichita, KS 193 2,224 1,776 532 3,662 4,193 6601 S. 33rd Street McAllen, TX 231 1,276 49 233 1,323 1,556 9601A Dessau Road Austin, TX 255 - 1,872 366 1,761 2,127 9601B Dessau Road Austin, TX 248 - 1,966 355 1,859 2,214 9601C Dessau Road Austin, TX 248 - 2,693 355 2,586 2,941 555 Vista Blvd Sparks, NV 1,693 9,592 136 1,712 9,710 11,421 REDEVELOPMENTS / DEVELOPMENTS / DEVELOPABLE LAND 84,588 29,379 8,711 84,950 16,514 101,464 -------- ---------- ---------- -------- ---------- ---------- $432,980 $1,759,573 $ 452,641 $443,942 $2,180,038 $2,623,980 (r) ======== ========== ========== ======== ========== ========== ACCUMULATED LOCATION DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS (CITY/STATE) 12/31/03 RENOVATED LIVES (YEARS) ---------------- ------------ --------- ---------- ------------- 6302 Benjamin Road Tampa, FL 254 1983 (p) 6304 Benjamin Road Tampa, FL 263 1984 (p) 6306 Benjamin Road Tampa, FL 385 1984 (p) 6308 Benjamin Road Tampa, FL 352 1984 (p) 5313 Johns Road Tampa, FL 200 1991 (p) 5602 Thompson Center Court Tampa, FL 155 1972 (p) 5411 Johns Road Tampa, FL 295 1997 (p) 5525 Johns Road Tampa, FL 177 1993 (p) 5607 Johns Road Tampa, FL 98 1991 (p) 5709 Johns Road Tampa, FL 200 1990 (p) 5711 Johns Road Tampa, FL 287 1990 (p) 5453 W Waters Avenue Tampa, FL 79 1987 (p) 5455 W Waters Avenue Tampa, FL 318 1987 (p) 5553 W Waters Avenue Tampa, FL 322 1987 (p) 5501 W Waters Avenue Tampa, FL 151 1990 (p) 5503 W Waters Avenue Tampa, FL 82 1990 (p) 5555 W Waters Avenue Tampa, FL 204 1990 (p) 5557 W Waters Avenue Tampa, FL 58 1990 (p) 5463 W Waters Avenue Tampa, FL 472 1996 (p) 5903 Johns Road Tampa, FL 101 1987 (p) 5461 W Waters Tampa, FL 145 1998 (p) 5471 W. Waters Tampa, FL 77 1999 (p) 5505 Johns Road #7 Tampa, FL 188 1999 (p) 5481 W. Waters Avenue Tampa, FL 248 1999 (p) 5483 W. Waters Avenue Tampa, FL 235 1999 (p) 5905 Breckenridge Parkway Tampa, FL 85 1982 (p) 5907 Breckenridge Parkway Tampa, FL 27 1982 (p) 5909 Breckenridge Parkway Tampa, FL 84 1982 (p) 5911 Breckenridge Parkway Tampa, FL 141 1982 (p) 5910 Breckenridge Parkway Tampa, FL 216 1982 (p) 5912 Breckenridge Parkway Tampa, FL 205 1982 (p) 4515-4519 George Road Tampa, FL 244 1985 (p) 6301 Benjamin Road Tampa, FL 122 1986 (p) 5723 Benjamin Road Tampa, FL 146 1986 (p) 6313 Benjamin Road Tampa, FL 96 1986 (p) 5801 Benjamin Road Tampa, FL 204 1986 (p) 5802 Benjamin Road Tampa, FL 258 1986 (p) 5925 Benjamin Road Tampa, FL 122 1986 (p) OTHER 2800 Airport Road (m) Denton, TX 1,783 1968 (p) 3501 Maple Street Abilene, TX 946 1980 (p) 4200 West Harry Street (k) Wichita, KS 1,907 1972 (p) 6601 S. 33rd Street McAllen, TX 148 1975 (p) 9601A Dessau Road Austin, TX 197 1999 (p) 9601B Dessau Road Austin, TX 363 1999 (p) 9601C Dessau Road Austin, TX 1,088 1999 (p) 555 Vista Blvd Sparks, NV 384 1980 (p) REDEVELOPMENTS / DEVELOPMENTS / DEVELOPABLE LAND 7,985 (q) ---------- $ 349,252 ========== S-13
FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED) AS OF DECEMBER 31, 2003 (DOLLARS IN THOUSANDS) The changes in total real estate assets for the three years ended December 31, 2003 are as follows:
EXHIBIT 4.23 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT DATED AS OF SEPTEMBER 16, 1997 BY AND BETWEEN FIRST INDUSTRIAL REALTY TRUST, INC. AND EQUISERVE TRUST COMPANY, N.A. (F/K/A FIRST CHICAGO TRUST COMPANY OF NEW YORK) This Amendment is made and entered into as of this 25th day of February 2004 and is hereby made a part of and incorporated into the Rights Agreement, dated as of September 16, 1997 (the "Rights Agreement"), by and between First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), and Equiserve Trust Company, N.A. (f/k/a First Chicago Trust Company of New York), a New York corporation (the "Rights Agent"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Rights Agreement. WHEREAS, the Board of Directors of the Company pursuant to Section 27 of the Rights Agreement may amend the Right Agreement without the approval of any holders of Rights Certificates; and WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that: 1. Section 23 (a) of the Rights Agreement is hereby amended effective immediately by the deletion from the first sentence of the language beginning "provided, however" through the end of such sentence. 2. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original instrument, but all such counterparts shall together constitute one and the same instrument. The Amendment shall become effective and be deemed to have been executed and delivered by both the parties at such time as counterparts shall have been executed and delivered by both parties, regardless of whether each party has executed the same counterpart. It shall not be necessary when making proof of this Amendment to account for any counterparts other than a sufficient number of counterparts which, when taken together, contain signatures of all of the parties.
3. Miscellaneous. All other terms and conditions of the Rights Agreement shall remain unchanged and the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above. FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Michael J. Havala ------------------------------ Name: Michael J. Havala Title: Chief Financial Officer EQUISERVE TRUST COMPANY, N.A. (F/K/A FIRST CHICAGO TRUST COMPANY OF NEW YORK) By: /s/ John H. Ruocco --------------------- Name: John H. Ruocco Title: Senior Account Manager
. . . 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, ------------------------------------- 2003 2002 2001 ---------- ---------- ----------- Income from Continuing Operations Before Minority Interest Allocable to Continuing Operations..................................... $ 42,233 $ 54,237 $ 103,280 Plus: Interest Expense and Amortization of Deferred Financing Costs....................... 97,220 92,312 84,389 ---------- ---------- ----------- Earnings Before Income Allocated to Minority Interest and Fixed Charges............ $ 139,453 $ 146,549 $ 187,669 ========== ========== =========== Fixed Charges and Preferred Stock Dividends.... $ 118,157 $ 127,243 $ 128,917 ========== ========== =========== Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (a).................. 1.18x 1.15x 1.46x ========== ========== =========== (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 continuing operations before minority interest allocable to continuing operations. Fixed charges consist of interest costs, whether expensed or capitalized and amortization of deferred financing costs.
. . . 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 Industrial Financing 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 FR 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 FIDS (Arizona) L.P. FI Development Services, Limited Partnership FI Development Services of Delaware, L.P. FI Development Services Group, L.P. Delaware N/A FR Development Services, L.L.C. Delaware N/A First Industrial Development Services, Inc. Maryland First Industrial Development Services, Inc. (Maryland) FR Brokerage Services, Inc. Maryland N/A FR Management Services, Inc. Maryland First Industrial Management Services, Inc. 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 AUDITORS 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, 333-70638 and 333-104211) and the Registration Statements on Form S-8 (File Nos. 33-95188, 333-36699, 333-45317, 333-67824 and 333-100630) of First Industrial Realty Trust, Inc. of our report dated March 9, 2004 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 March 9, 2004 relating to the financial statement schedule, which appears in this Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois March 15, 2004
EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael W. Brennan, certify that: 1. I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report on Form 10-K) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 12, 2004 /s/ Michael W. Brennan ------------------------------------- Michael W. Brennan President and Chief Executive Officer
EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Havala, certify that: 1. I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report on Form 10-K) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 12, 2004 /s/ Michael J. Havala ----------------------- Michael J. Havala Chief Financial Officer
Exhibit 32 CERTIFICATION Accompanying Form 10-K Report of First Industrial Realty Trust, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section. 1350(a) and (b)) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Annual Report on Form 10-K for the period ended December 31, 2003 of First Industrial Realty Trust, Inc. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 12, 2004 /s/ Michael W. Brennan ----------------------------- Michael W. Brennan Chief Executive Officer (Principal Executive Officer) Dated: March 12, 2004 /s/ Michael J. Havala ------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial Officer) A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO THE COMPANY AND WILL BE RETAINED BY THE COMPANY AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. THE INFORMATION CONTAINED IN THIS WRITTEN STATEMENT SHALL NOT BE DEEMED "FILED" FOR PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE IN ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT AS SHALL BE EXPRESSLY SET FORTH BY SPECIFIC REFERENCE TO SUCH FILING.