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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14307


GREAT LAKES REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland   36-4238056
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)

823 Commerce Drive
Suite 300
Oak Brook, Illinois 60523
(630) 368-2900
(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

  Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $.01 par value

 

New York Stock Exchange

93/4% Series A Cumulative Redeemable Preferred Shares
of Beneficial Interest, $.01 par value per share
(Liquidation Preference $25.00 per share)

 

New York Stock Exchange

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 ý    No o

        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. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        As of March 5, 2003, the aggregate market value of common shares of beneficial interest held by non-affiliates of the registrant was $235,091,420.

        The number of shares of the registrant's common shares of beneficial interest, $.01 par value, outstanding as of March 5, 2003 was 16,553,019.

        Documents Incorporated by Reference:

        Part III incorporates by reference portions of the Registrant's Proxy Statement (to be filed pursuant to Regulation 14A) related to the Annual Meeting of Shareholders to be held May 14, 2003.




GREAT LAKES REIT

Form 10-K Annual Report—2002
Table of Contents

 
  Page
PART I    
  Item 1. Business   3
  Item 2. Properties   6
  Item 3. Legal Proceedings   11
  Item 4. Submission of Matters to a Vote of Security Holders   11
  Item 4A. Executive Officers of the Registrant   11

PART II

 

 
  Item 5. Market for Registrant's Common Equity and Related Shareholder Matters   13
  Item 6. Selected Financial Data   14
  Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   17
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk   25
  Item 8. Financial Statements and Supplementary Data   26
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   26

PART III (Portions Incorporated by Reference to the Registrant's Proxy Statement)

 

 
  Item 10. Trustees and Executive Officers of the Registrant   27
  Item 11. Executive Compensation   27
  Item 12. Security Ownership of Certain Beneficial Owners and Management   27
  Item 13. Certain Relationships and Related Transactions   27
  Item 14. Controls and Procedures   27
  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K   28

Signatures

 

32
Certifications   33
Index to Financial Statements   F-1

2



PART I

ITEM 1—BUSINESS

General

        Great Lakes REIT, a Maryland real estate investment trust that is the successor to a business that was organized and began operations in 1992 (the "Company"), is a fully integrated, self-administered and self-managed real estate company. As of December 31, 2002, the Company owned and operated 46 properties (the "Properties") in the Chicago, Milwaukee, Detroit, Columbus, Minneapolis, Denver and Cincinnati areas (the "Current Markets"). The Properties contain approximately 6.0 million rentable square feet leased to more than 650 tenants with a weighted average occupancy rate of approximately 83% as of January 1, 2003. The Company has elected to be treated for federal income tax purposes as a real estate investment trust ("REIT"). The Company conducts substantially all of its operations through Great Lakes REIT, L.P. (the "Operating Partnership"), of which the Company is the sole general partner. All references to the "Company," "we," "our" or "us" in this Form 10-K include the Company and the Operating Partnership unless the context otherwise requires.

Business Strategy

        The Company's primary business strategy is to acquire, own and operate well-located, under-performing suburban and medical office properties generally located in certain of the Current Markets at attractive yields and to increase cash flow and property value by implementing a comprehensive operating strategy. The Company's operating strategy includes: (i) investment in value-enhancing renovation and refurbishment programs; (ii) aggressive leasing efforts; (iii) reduction and containment of operating costs; and (iv) a strong emphasis on tenant services and satisfaction. The Company seeks to establish itself as one of the suburban and medical office property owner/operators of choice in the markets it serves and to maximize tenant retention.

        The Company also intends to pursue limited new property development opportunities that are otherwise consistent with the Company's overall business strategy. In January 2002, the Company acquired a 98,607 square foot office building in suburban Milwaukee that was completed in June 2001. The Company had contracted to acquire this property in 2000 before the start of its construction. The Company also intends to enhance its leasing flexibility by offering build-to-suit development options to current and prospective tenants who require space that is otherwise unavailable in a particular market. In addition, the Company will continue to pursue the redevelopment of older properties in attractive locations.

        The Company continues to evaluate acquisition opportunities in certain urban and central business district areas in the Current Markets as well as medical office properties in other markets. In the event an appropriate acquisition opportunity is identified that is consistent with the other elements of the Company's primary business strategy, the Company may acquire properties located in select urban or central business district areas or medical office properties in other markets.

        The Company will continue to engage in strategic dispositions of select properties. The Company typically seeks to dispose of properties when one or more of the following conditions is present: (i) market prices are at or near replacement cost; (ii) property occupancy is high and there is limited potential to increase cash flow and property value within a reasonable period; (iii) the Company believes that its capital can be re-deployed to investment properties with higher long-term returns; and (iv) ownership of the Property is no longer consistent with the Company's business strategy. The Company sold four properties in 2002 aggregating 295,000 square feet resulting in net sales proceeds of $33.1 million. It also sold two properties in 2000 aggregating 310,000 square feet resulting in net sales proceeds of $39.6 million in 2000. The Company has identified certain assets that it expects will be sold during 2003 and may consider selling additional properties if market conditions warrant. The Company

3



has not entered into any definitive agreements with respect to any such disposition opportunities and there can be no assurances that the Company will consummate any such dispositions. In addition, over the next several years, the Company expects to exit certain Current Markets where it does not have a significant presence.

Financing Strategy

        The Company seeks to maintain a well-balanced, conservative and flexible capital structure by: (i) currently targeting a ratio of long-term debt to total market capitalization in the range of 40% to 60%; (ii) extending and sequencing the maturity dates of its debt; (iii) focusing on borrowing at fixed rates; (iv) pursuing debt financings and refinancing on a secured basis; and (v) maintaining relatively conservative debt service and fixed charge coverage ratios. In 2002, the Company refinanced its unsecured credit facility with a long-term secured loan. The Company expects that future financings will be secured by its properties. The Company's ratio of long-term debt to total market capitalization may increase as a result of using secured debt in place of unsecured debt. In addition, as discussed under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company has approximately $50 million of borrowing capacity under two secured loans that it may use for short-term funding of the acquisition of additional properties and for working capital requirements. The Company's debt to total market capitalization ratio (total market capitalization is defined as the total market value of all outstanding Common and Preferred Shares and units of limited partnership interest in the Operating Partnership plus outstanding indebtedness) at December 31, 2002 was 50.1%.

Competition

        All of the Properties are located in competitive markets. The properties with which the Company competes for tenants are generally owned by institutional investors, other REITs or local real estate operators, however, no single competitor or small group of competitors is dominant in any of the Current Markets. In addition, the Company may be competing with other owners and operators that have greater financial resources and more experience than the Company. An increase in the supply and a decrease in the demand for rental properties with characteristics similar to those of the Properties may adversely affect rental rates or the Company's ability to lease space at the Properties or any newly acquired properties. During 2002, vacancy rates in the Current Markets trended upward due to both increases in the supply and decreases in demand for office space within the Current Markets. The Company currently expects that such vacancy rate increases will affect the ability of all property owners within the Current Markets, including the Company, to increase rental revenues until such time as vacancy rates begin to trend downward.

Insurance

        The Company carries comprehensive liability, casualty, pollution, extended coverage and rental loss insurance covering all of the Properties, with policy specifications and insured limits that the Company believes are adequate and appropriate under the circumstances. There is, in 2003, no exclusion in the Company's casualty insurance policy for damage caused by acts of terrorism. There are, however, certain types of losses that are not generally insured because they are either uninsurable or not economically feasible to insure. Should an uninsured loss or a loss in excess of insured limits occur, the Company could lose its capital invested in any of the Properties, as well as the anticipated future revenues from such Property and, in the case of recourse debt, the Company would remain obligated for any mortgage debt or other financial obligations related to such Property. Any such loss would adversely affect the business, financial condition and results of operations of the Company. Moreover, as the general partner of the Operating Partnership, the Company will generally be liable for any of the Operating Partnership's unsatisfied obligations other than non-recourse obligations. The Company

4



believes that the Properties are adequately insured; however, no assurance can be given that material losses in excess of insurance proceeds will not occur in the future.

Environmental Regulations

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at such property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Such laws typically impose clean-up responsibility and liability without regard to whether the owner knew of or caused the presence of the contaminants, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The costs of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate the contamination on such property, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances at a disposal or treatment facility also may be liable for the costs of removal or remediation of a release of hazardous or toxic substances at such disposal or treatment facility, whether or not such facility is owned or operated by such person. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs incurred in connection with the contamination. Finally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from such site. Some or all of these costs may not be covered by pollution insurance.

        During the last seven years, independent environmental consultants have conducted or updated Phase I Environmental Assessments ("Phase I Assessments") at each of the Properties. In addition, a limited-scope Phase II Assessment ("Phase II Assessment") has been conducted at the University Office Plaza property (the Phase I Assessments and the Phase II Assessment are collectively referred to as the "Environmental Assessments"). The Phase I Assessments have included, among other things, a visual inspection of the Properties and the surrounding area and a review of relevant state, federal and historical documents. Except for the Phase II Assessment and certain limited sampling in connection with underground tank and/or piping removals at the Arlington Ridge Service Center and One Park Plaza properties, no invasive techniques such as soil or groundwater sampling were performed at any of the Properties. The Company's Environmental Assessments of the Properties have not revealed any condition giving rise to an environmental liability that the Company believes would have a material adverse effect on the Company's business, assets or results of operations, taken as a whole, nor is the Company otherwise aware of any such condition. There can be no assurance, however, that the Company's Environmental Assessments would reveal all conditions giving rise to environmental liabilities. Moreover, there can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties will not be affected by tenants, by the condition of land or operations in the vicinity of the Properties (such as the presence of underground storage tanks), or by third parties unrelated to the Company.

Other Matters

        The Company's operations are not materially dependent on a single or few customers; no single customer accounts for more than 5% of the Company's total revenue. The Company's operations are not subject to significant seasonal fluctuations. As of December 31, 2002, the Company employed 113 persons, none of whom is represented by a collective bargaining unit.

5



        For additional information about the Company's investments and operations, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8, "Financial Statements and Supplementary Data." For additional information about the Company's business segments, see Item 8, "Financial Statements and Supplementary Data."

Available Information

        The Company files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Investors can read and copy any materials the Company files with the Securities and Exchange Commission at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Investors can obtain information about the operations of the Securities and Exchange Commission Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a Web site that contains information the Company files electronically with the Securities and Exchange Commission, which you can access over the Internet at http://www.sec.gov.

        The Company also makes its annual report on From 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 available, free of charge, on its Web site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The Company's Web site address is http://www.greatlakesreit.com.


ITEM 2—PROPERTIES

General

        As of December 31, 2002, the Company owned 46 properties containing approximately 6.0 million square feet. The Properties consist primarily of Class A and Class B suburban office and medical office properties, which range in size from approximately 36,000 to 375,000 rentable square feet. The Properties consist of 32 suburban office properties, 8 medical office properties, two central business district office buildings, and 4 office/service centers (generally single-story buildings with both finished office and unfinished storage area). The 46 Properties are located primarily in the suburban areas of Chicago (25), Milwaukee (8), Minneapolis (2), Detroit (5), Columbus (4), Denver (1) and Cincinnati (1). Many of the Properties offer amenities, including indoor and outdoor parking, loading dock facilities, on-site property management, in-house conference facilities and providers of food and beverage service.

        Management believes that the location and quality of construction of the Properties, as well as the Company's reputation for providing superior tenant service, enable the Company to attract and retain a diverse tenant base. As of December 31, 2002, the Properties were leased to more than 650 tenants, no single tenant accounted for more than 3.01% of the aggregate annualized base rent of the Company's portfolio and only 15 tenants individually represented more than 1% of such aggregate annualized base rent.

6



        The following sets forth information regarding the Company's leases with its largest tenants based upon annualized base rent as of January 1, 2003:

Tenant

  Number
of
Leases

  Remaining
Lease
Term in
Months(1)

  Annualized
Gross Rents
(000s omitted)

  Percentage of
Aggregate
Portfolio
Annualized
Gross Rent

  Aggregate
Rentable
Square
Feet

  Percentage of
Aggregate
Leased
Square Feet

 
ABN AMRO Mortgage Group, Inc.   1   18   $ 3,074   3.01 % 126,419   2.56 %
BNY Clearing Services, LLC   1   8     2,829   2.77 % 99,163   2.00 %
The Medstat Group   1   71     2,110   2.06 % 116,007   2.34 %
Advocate Health and Hospitals Corporation   8   64     1,917   1.88 % 131,347   2.65 %
United HealthCare Services of Minnesota Inc.   1   54     1,829   1.79 % 65,212   1.32 %
UOP, LLC   1   36     1,658   1.62 % 75,045   1.51 %
Metropolitan Life Insurance Company   1   67     1,641   1.61 % 85,487   1.72 %
Community Insurance Company   1   11     1,641   1.61 % 77,206   1.56 %
Ernst & Young LLP   1   11     1,579   1.54 % 58,859   1.19 %
Legion Insurance Company   1   38     1,566   1.53 % 58,642   1.18 %
General Motors Corporation   1   58     1,407   1.38 % 66,020   1.33 %
Merrill Lynch, Pierce, Fenner & Smith, Inc.   3   46     1,233   1.21 % 59,742   1.21 %
PrairieComm Inc.   1   36     1,170   1.14 % 42,824   0.86 %
Crawford & Company   2   63     1,146   1.12 % 43,333   0.87 %
GE Capital   1   95     1,078   1.05 % 41,123   0.83 %
   
 
 
 
 
 
 
Total/Weighted Average   25   44   $ 25,878   25.32 % 1,146,429   23.13 %
   
 
 
 
 
 
 

(1)
Weighted average calculation based on aggregate leased square footage for each tenant.

        The following table sets forth certain of the information as of January 1, 2003 regarding the Properties.

Property location

  Property Type
  Ownership
Interest

  Company
Ownership %

  Year Built
  Date Acquired
  Land Area in Acres
  Square
footage

  Occupancy
1/1/03

  Encumbrance
(000's omitted)

 
SUBURBAN CHICAGO                                        
1900 East Golf Rd.
Schaumburg, IL
  Multi-story Office   Fee   100 % 1980   Dec-96   12.9   266,910   80.4 %     (4)
1600 Golf Rd.
Rolling Meadows, IL
  Multi-story Office   Fee   100 % 1986   Mar-01   6.0   252,476   82.2 % $ 16,335  
1750 East Golf Rd.
Schaumburg, IL
  Multi-story Office   Fee   100 % 1985   Sep-97   7.7   212,212   54.8 %     (4)
3000 Lakeside Dr.
Bannockburn, IL
  Multi-story Office   Fee   100 % 1997   Aug-01   15.1   202,218   83.4 %     (4)
1011 East Touhy Ave.
Des Plaines, IL
  Multi-story Office   Fee   100 % 1978   Dec-93   5.3   153,777   81.5 %     (1)
3030 Warrenville Rd.
Lisle, IL
  Multi-story Office   Fee   100 % 1988   Sep-98   15.8   150,036   60.2 %     (4)
1920 & 1930 Thoreau Dr.
Schaumburg, IL
  Single-story Office   Fee   100 % 1986   Aug-00   8.7   109,392   79.8 % $ 6,095  
1660 Feehanville Dr.
Mount Prospect, IL
  Multi-story Office   Fee   100 % 1989   Aug-95   7.3   86,107   100.0 %     (4)
175 E. Hawthorn Pkwy.
Vernon Hills, IL
  Multi-story Office   Fee   100 % 1987   Sep-94   4.6   84,566   93.6 %     (1)
191 Waukegan Rd.
Northfield, IL
  Multi-story Office   Fee   100 % 1983   Sep-98   3.5   62,081   85.1 %     (4)
823 Commerce Dr.
Oak Brook, IL
  Multi-story Office   Fee   100 % 1969   Nov-95   2.6   44,814   100.0 %     (4)
387 Shuman Boulevard
Naperville, IL
  Multi-story Office   Fee   100 % 1982   Oct-02   8.4   112,309   84.4 %     (1)

7


1111 East Touhy Avenue
Des Plaines, IL
  Multi-story Office   Fee   100 % 1975   Aug-02   5.5   148,444   94.2 %     (4)
Two Marriott Dr.
Lincolnshire, IL
  Single story Office   Fee   100 % 1985   Jul-96   3.4   41,500   100.0 %     (1)
165, 175 and 185 Hansen Ct.
Wood Dale, IL
  Single story Office/Office service   Fee   100 % 1986   Jan-94   10.6   74,371   62.2 %     (4)
3455, 3550,
3555 Salt Creek Creek Ln.
Arlington Heights, IL
  Single story Office/Office service   Fee   100 % 1984   Oct-97   8.7   98,232   71.2 %     (4)
601 Campus Dr.
Arlington Heights, IL
  Single story Office/Office service   Fee   100 % 1987   May-93   6.0   96,219   37.9 %     (1)
Good Shepherd POB I
27790 West Highway 22
Barrington, IL
  Medical office building   (2)   100 % 1979-
1983
  Oct-02   1.5 (2) 48,373   100.0 %     (5)
Good Shepherd POB II
27750 West Highway 22
Barrington, IL
  Medical office building   (2)   100 % 1996   Oct-02   05 (2) 44,528   100.0 %     (5)
1020 E. Ogden Avenue
Naperville, IL
  Medical office building   Fee   100 % 1989   Oct-02   2.5   49,422   94.1 %     (5)
Good Samaritan POB I
3825 Highland Avenue
Downers Grove, IL
  Medical office building   (2)   100 % 1976/
1979
  Oct-02   0.5 (2) 80,593   100.0 %     (5)
Good Samaritan POB II
3825 Highland Avenue
Downers Grove, IL
  Medical office building   (2)   100 % 1995   Oct-02   0.5 (2) 76,384   100.0 %     (5)
4400 West 95th Street
Oak Lawn, IL
  Medical office building   (2)   100 % 1986   Oct-02   1.2 (2) 57,531   100.0 %     (5)
2301/2315 East 93rd Street
Chicago, IL
  Medical office building   (2)   100 % 1971/
1981/
1985
  Oct-02   0.5 (2) 50,834   98.5 %     (5)
17850 S. Kedzie Avenue
Hazel Crest, IL 60429
  Medical office building   (2)   100 % 1989   Oct-02   0.4 (2) 50,491   99.5 %     (5)

MILWAUKEE AND SUBURBS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
111 East Kilbourn Ave.
Milwaukee, WI
  Multi-story Office   Fee   100 % 1988   Apr-98   0.6   373,489   97.3 % $ 32,611  
11270 W. Park Place
Milwaukee, WI
  Multi-story Office   Fee   100 % 1984   Sep-95   7.9   198,042   56.4 %     (1)
11925 W. Lake Park Drive
Milwaukee, WI
  Single story office   Fee   100 % 1989   Jun-93   3.4   36,037   79.3 %     (1)
2514 S. 102nd St. &
10150 W. National Ave.
West Allis, WI
  Multi-story Office   Fee   100 % 1987   Nov-96   6.8   120,988   87.9 %     (1)
150, 175, 250 Patrick Blvd.
Brookfield, WI
  Single story Office/Office service   Fee   100 % 1987   Jun-94   12.0   116,155   62.2 %     (4)
N17W24222 Riverwood Dr.
Pewaukee, WI
  Multi-story Office   Fee   100 % 1999   Dec-99   8.8   97,778   94.9 %     (4)
375 Bishop's Way
Brookfield, WI
  Multi-story Office   Fee   100 % 1987   Apr-97   4.1   53,747   74.3 %     (4)
N19W24133 Riverwood Dr.
Pewaukee, WI
  Multi-story Office   Fee   100 % 2001   Jan-02   7.8   98,607   83.6 %     (4)

SUBURBAN MINNEAPOLIS / ST. PAUL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
2550 University Ave. W
St. Paul, MN
  Multi-story Office   Fee   100 % 1916   Dec-96/
Jul-98
  4.4   320,806   80.8 %     (4)
2221 University Ave. SE
Minneapolis, MN
  Multi-story Office   Fee   100 % 1979   May-95   2.8   97,614   83.4 % $ 3,620  

SUBURBAN DETROIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
777 East Eisenhower Pkwy.
Ann Arbor, MI
  Multi-story Office   Fee   100 % 1975   Dec-97   23.6   281,134   99.5 %     (4)
32255 Northwestern Hwy.
Farmington Hills, MI
  Multi-story Office   Fee   100 % 1986   Dec-97   12.9   236,369   96.0 %     (4)
1301 W. Long Lake Rd.
Troy, MI
  Multi-story Office   Fee   100 % 1988   Nov-96   11.5   170,438   84.5 %     (1)

8


No. 40 Oak Hollow
Southfield, MI
  Multi-story Office   Fee   100 % 1989   Dec-96   5.7   81,088   52.2 %     (1)
24800 Denso Dr.
Southfield, MI
  Multi-story Office   Fee   100 % 1987   Aug-95   10.5   79,290   91.3 %     (1)

SUBURBAN COLUMBUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
655 Metro Place South
Dublin, OH
  Multi-story Office   Fee   100 % 1986   Sep-97   15.0   215,676   87.5 %    
175 South Third St.
Columbus, OH
  Multi-story Office   (3)   100 % 1981   Jan-98   0.5 (3) 197,870   86.8 %    
425 Metro Place North
Dublin, OH
  Multi-story Office   Fee   100 % 1982   Sep-97   6.3   101,592   70.8 %    
4860-5000 Blazer Mem. Pkwy.
Dublin, OH
  Single story Office/Office service   Fee   100 % 1986   Sep-96   13.7   124,929   78.4 %    

SUBURBAN CINCINNATI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
30 Merchant St.
Springdale, OH
  Multi-story Office   Fee   100 % 1988   Apr-96   5.9   95,910   100.0 %     (4)

SUBURBAN DENVER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
116 Inverness Dr. East
Englewood, CO
  Multi-story Office   Fee   100 % 1984   May-98   7.4   205,716   85.2 % $ 11,410  
                           
 
       
Totals                           5,957,095   83.2 %      
                           
 
       

Footnotes: (dollars in thousands)

(1)
These properties are pledged as collateral for a mortgage loan with an outstanding balance of $66,849 at December 31, 2002.

(2)
The land beneath these properties is subject to ground leases that expire September 30, 2077 with annual rental payments of $199.

(3)
The land beneath this property is subject to a ground lease expiring November 30, 2044 with one 15-year extension option. Annual rental payments are $50.

(4)
These properties are pledged as collateral for a mortgage loan with an outstanding balance of $141,750 at December 31, 2002.

(5)
These properties are pledged as collateral for a mortgage loan with an outstanding balance of $36,000 at December 31, 2002.

Leases

        The Company's leases are structured for terms that range from one to 15 years. These leases are a mixture of net leases (where tenants pay their pro rata share of real estate tax and operating expenses), and gross leases (under which tenants typically pay for all real estate tax and operating expenses above those for an established base year or agreed expense floor). Leases on a significant portion of the rentable square feet in the Company's portfolio are net leases that were in existence upon the Company's acquisition of the Properties. However, whether structured as net leases or gross leases, virtually all leases entered into by the Company require tenants to reimburse the Company for the tenant's pro-rata share of real estate tax and operating expense increases. The Company is generally responsible for structural repairs.

        Leases often contain provisions permitting tenants to renew at prevailing market rates. Certain leases contain provisions, which permit the tenant to terminate its lease upon written notice to the Company, subject to the tenant's obligation to pay a termination penalty. Such termination penalties are generally negotiated with a tenant when a lease is executed and are usually calculated to compensate the Company for unamortized tenant improvements and leasing commissions at the termination date, and, in certain instances, for rent on the space for a period of months after the termination date.

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        Lease Distributions. The following table sets forth information relating to the distribution of the Company's leases based on rentable square feet under lease, as of January 1, 2003.

Square Feet Under Lease

  Percentage
Of Aggregate
Portfolio Leased
Square Feet

  Annualized
Base Rent
(000's omitted)

  Percentage
Of Aggregate
Portfolio Annualized
Base Rent

 
2,500 or Less   8.20 % $ 6,966   8.43 %
2,501 - 5,000   12.53 % $ 10,891   13.17 %
5,001 - 7,500   8.34 % $ 6,619   8.01 %
7,501 - 10,000   5.72 % $ 4,247   5.14 %
10,001 - 20,000   15.75 % $ 12,429   15.03 %
20,001 - 40,000   18.59 % $ 15,217   18.41 %
40,001 +   30.87 % $ 26,302   31.81 %
Totals &n