<PAGE> 1
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, 1999
OR
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ________________.
Commission File Number 333-21873
FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
<PAGE> 2
FIRST INDUSTRIAL, L.P.
TABLE OF CONTENTS
<TABLE>
PAGE
<S> <C> <C>
PART I.
Item 1. Business................................................................................ 3
Item 2. The Properties.......................................................................... 6
Item 3. Legal Proceedings....................................................................... 27
Item 4. Submission of Matters to a Vote of Security Holders..................................... 27
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 28
Item 6. Selected Financial Data................................................................ 29
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 32
Item 7a. Quantitative and Qualitative Disclosures About Market Risk............................. 41
Item 8. Financial Statements and Supplementary Data............................................ 41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.. 41
PART III.
Item 10. Directors and Executive Officers of the Registrant..................................... 41
Item 11. Executive Compensation................................................................. 41
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 41
Item 13. Certain Relationships and Related Transactions......................................... 41
PART IV.
Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K... 42
SIGNATURES.......................................................................................... 46
</TABLE>
<PAGE> 3
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. First Industrial, L.P.
(the "Operating Partnership") intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Operating Partnership, are
generally identifiable by use of the words "believe", "expect", "intend",
"anticipate", "estimate", "project", or similar expressions. The Operating
Partnership's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
affect on the operations and future prospects of the Operating Partnership on a
consolidated basis include, but are not limited to, changes in: economic
conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the taxation
of real estate investment trusts), availability of capital, interest rates,
competition, supply and demand for industrial properties in the Operating
Partnership's current and proposed market areas and general accounting
principles, policies and guidelines applicable to real estate investment trusts.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Operating Partnership and its business, including
additional factors that could materially affect the Operating Partnership's
financial results, is included herein and in the Operating Partnership's other
filings with the Securities and Exchange Commission.
<PAGE> 4
PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 83.9% ownership interest at December 31, 1999. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 million.
The Company is a real estate investment trust ("REIT") as defined in the
Internal Revenue Code. The Company's operations are conducted primarily through
the Operating Partnership. The limited partners of the Operating Partnership
own, in the aggregate, approximately a 16.1% interest in the Operating
Partnership at December 31, 1999.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s"), owns a 95% economic interest several in FR
Development Services, Inc., as well as at least a 99% limited partnership
interest (subject in one case, as described below, to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P.
(the "Securities Partnership"), First Industrial Mortgage Partnership, L.P.
(the "Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P.
(the "Pennsylvania Partnership"), First Industrial Harrisburg Partnership,
L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P.
(the "Indianapolis Partnership"), TK-SV, LTD., and First Industrial Development
Services, L.P. (together, the "Other Real Estate Partnerships").
The Operating Partnership, through separate wholly-owned limited liability
companies in which it is the sole member, also owns 10% equity interests
in, and provides asset and property management services to, two joint
ventures which invest in industrial properties.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.
As of December 31, 1999, the Operating Partnership, the L.L.C.s and FR
Development Services, Inc. (hereinafter defined as the "Consolidated Operating
Partnership") owned 868 in-service industrial properties, containing an
aggregate of approximately 54.8 million square feet of gross leasable area
("GLA"). On a combined basis, as of December 31, 1999, the Other Real Estate
Partnerships owned 99 in-service industrial properties, containing an aggregate
of approximately 12.2 million square feet of GLA. Of the 99 industrial
properties owned by the Other Real Estate Partnerships at December 31, 1999, 23
are held by the Mortgage Partnership, 23 are held by the Pennsylvania
Partnership, 20 are held by the Securities Partnership, 19 are held by the
Financing Partnership, six are held by the Harrisburg Partnership, six are held
by the Indianapolis Partnership, one is held by First Industrial Development
Services, L.P. and one is held by TK-SV, LTD.
The Consolidated Operating Partnership utilizes an operating approach
which combines the effectiveness of decentralized, locally based property
management, acquisition, sales and development functions with the cost
efficiencies of centralized acquisition, sales and development support, capital
markets expertise, asset management and fiscal control systems. At March 17,
2000, the Consolidated Operating Partnership had 238 employees.
The Consolidated Operating Partnership has grown and will seek to
continue to grow through the development of industrial properties and the
acquisition of additional industrial properties.
3
<PAGE> 5
BUSINESS OBJECTIVES AND GROWTH PLANS
The Consolidated Operating Partnership's fundamental business objective
is to maximize the total return to its partners through increases in per unit
distributions and increases in the value of the Consolidated Operating
Partnership's properties and operations. The Consolidated Operating
Partnership's growth plan includes the following elements:
. Internal Growth. The Consolidated Operating Partnership seeks to grow
internally by (i) increasing revenues by renewing or re-leasing spaces
subject to expiring leases at higher rental levels; (ii) increasing
occupancy levels at properties where vacancies exist and maintaining
occupancy elsewhere; (iii) controlling and minimizing property operating
and general and administrative expenses; (iv) renovating existing
properties; and (v) increasing ancillary revenues from non-real estate
sources.
. External Growth. The Consolidated Operating Partnership seeks to grow
externally through (i) the development of industrial properties; (ii)
the acquisition of portfolios of industrial properties, industrial
property businesses or individual properties which meet the Consolidated
Operating Partnership's investment parameters; and (iii) the expansion
of its properties.
BUSINESS STRATEGIES
The Consolidated Operating Partnership utilizes the following six
strategies in connection with the operation of its business:
. Organization Strategy. The Consolidated Operating Partnership implements
its decentralized property operations strategy through the use of
experienced regional management teams and local property managers. Each
operating region is headed by a managing director, who is a senior
executive officer of, and has an equity interest in, the Company. The
Consolidated Operating Partnership provides acquisition, development and
financing assistance, asset management oversight and financial reporting
functions from its headquarters in Chicago, Illinois to support its
regional operations. The Consolidated Operating Partnership believes the
size of its portfolio enables it to realize operating efficiencies by
spreading overhead over many properties and by negotiating quantity
purchasing discounts.
. Market Strategy. The Consolidated Operating Partnership's market
strategy is to concentrate on the top 25 industrial real estate markets
in the United States. These 25 markets were selected based upon (i) the
strength of their industrial real estate fundamentals, including
increased industrial demand expectations from e-commerce and supply
chain management; (ii) their history and future outlook for continued
economic growth and diversity; and (iii) a minimum market size of 100
million square feet of industrial space. Due to this new market
strategy, the Consolidated Operating Partnership plans on exiting the
markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids,
Hartford, New Orleans/Baton Rouge and Long Island. The net proceeds from
the sales of properties in these markets will be used to bolster the
Consolidated Operating Partnership's holdings in Atlanta,
Baltimore/Washington, Chicago, Cincinnati/Louisville, Dallas/Fort Worth,
Denver, Detroit, Harrisburg/Central Pennsylvania, Houston, Indianapolis,
Los Angeles, Milwaukee, Minneapolis, Nashville, Northern New Jersey,
Philadelphia, Phoenix, Portland, Salt Lake City, St. Louis and Tampa and
to potentially enter new markets which fit its market strategy.
. Disposition Strategy. As mentioned in the Market Strategy section above,
the Consolidated Operating Partnership is planning to exit the markets
of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids, Hartford, New
Orleans/Baton Rouge and Long Island. The Consolidated Operating
Partnership also continues to evaluate local market conditions and
property-related factors in its other markets and will consider
disposition of select assets.
. Acquisition/Development Strategy. The Consolidated Operating
Partnership's acquisition/development strategy is to concentrate on the
top 25 markets mentioned in the Market Strategy section above. The
Consolidated Operating Partnership will use its Integrated Industrial
Solutions(TM) capabilities to target these markets. Of the 967
properties in the Consolidated Operating Partnership's and Other Real
Estate Partnerships' combined portfolios at December 31, 1999, 230
properties have been developed by either the Consolidated Operating
Partnership, the Other Real Estate Partnerships, or its former
management. The Consolidated Operating Partnership will continue to
leverage the development capabilities of its management, many of whom
are leading developers in their respective markets. In 1996, the
Consolidated Operating Partnership formed First Industrial Development
Services, L.P. to focus on development activities.
. Financing Strategy. The Consolidated Operating Partnership plans on
utilizing net sales proceeds from property sales as well as borrowings
under its $300 million unsecured line of credit to finance future
acquisitions and developments.
4
<PAGE> 6
Leasing and Marketing Strategy. The Consolidated Operating Partnership
has an operational management strategy designed to enhance tenant
satisfaction and portfolio performance. The Consolidated Operating
Partnership pursues an active leasing strategy, which includes
aggressively marketing available space, renewing existing leases at
higher rents per square foot and seeking leases which provide for the
pass-through of property-related expenses to the tenant. The
Consolidated Operating Partnership also has local and national marketing
programs which focus on the business and brokerage communities and
national tenants.
RECENT DEVELOPMENTS
In 1999, the Consolidated Operating Partnership acquired or completed
development of 33 properties, developed one expansion and acquired several
parcels of land for a total estimated investment of approximately $129.4
million. The Consolidated Operating Partnership also sold 44 in-service
properties, one property under development and several parcels of land for a
gross sales price of approximately $178.3 million. In addition, during
1999, the Operating Partnership contributed four industrial properties
with an aggregate net book value of approximately $10.4 million to the
Securities Partnership.
On September 2, 1999, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the sole member is the Operating
Partnership, entered into a joint venture arrangement (the "September 1999 Joint
Venture") with an institutional investor to invest in industrial properties. The
Consolidated Operating Partnership, through wholly-owned limited liability
companies in which the sole member is the Operating Partnership, owns a 10%
equity interest in the September 1999 Joint Venture and provides property and
asset management services to the September 1999 Joint Venture. As of December
31, 1999, the September 1999 Joint Venture owned 39 industrial properties
comprising approximately 1.2 million square feet of GLA.
During the period January 1, 2000 through March 17, 2000, the
Consolidated Operating Partnership acquired or completed the development of nine
industrial properties and acquired one land parcel for a total estimated
investment of approximately $23.9 million. The Consolidated Operating
Partnership also sold six industrial properties and one land parcel for
approximately $17.5 million of gross proceeds.
In March 2000, the Operating Partnership declared a first quarter
distribution of $.62 per unit which is payable on April 17, 2000. The Operating
Partnership also declared first quarter 2000 preferred unit distributions of
$54.688 per unit on its 8 3/4% Series B Cumulative Preferred Units, $53.906 per
unit on its 8 5/8% Series C Cumulative Preferred Units, $49.687 per unit on its
7.95% Series D Cumulative Preferred Units and $49.375 per unit on its 7.90%
Series E Cumulative Preferred Units. The preferred unit distributions are
payable on March 31, 2000.
In March 2000, the Company's Board of Directors approved the repurchase
of up to $100 million of the Company's common stock. The Company will make
purchases from time to time, if price levels warrant, in the open market or in
privately negotiated transactions. Stock repurchases will be funded from
internally generated funds of the Consolidated Operating Partnership.
FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES
The Consolidated Operating Partnership has an active acquisition and
development program through which it is continually engaged in identifying,
negotiating and consummating portfolio and individual industrial property
acquisitions and developments. As a result, the Consolidated Operating
Partnership is currently engaged in negotiations relating to the possible
acquisition and development of certain industrial properties located in certain
of the Consolidated Operating Partnership's top 25 markets.
The Consolidated Operating Partnership also has an active sales program.
As a result, the Consolidated Operating Partnership is currently engaged in
negotiations relating to the possible sales of certain industrial properties in
the Consolidated Operating Partnership's current portfolio.
When evaluating potential industrial property acquisitions and
developments, as well as potential industrial property sales, the Consolidated
Operating Partnership will consider such factors as: (i) the geographic area and
type of property; (ii) the location, construction quality, condition and design
of the property; (iii) the potential for capital appreciation of the property;
(iv) the ability of the Consolidated Operating Partnership to improve the
property's performance through renovation; (v) the terms of tenant leases,
including the potential for rent increases; (vi) the potential for economic
growth and the tax and regulatory environment of the area in which the property
is located; (vii) the potential for expansion of the physical layout of the
property and/or the number of sites; (viii) the occupancy and demand by tenants
for properties of a similar type in the vicinity; and (ix) competition from
existing properties and the potential for the construction of new properties in
the area.
5
<PAGE> 7
INDUSTRY
Industrial properties are typically used for the design, assembly,
packaging, storage and distribution of goods and/or the provision of services.
As a result, the demand for industrial space in the United States is related to
the level of economic output. Historically, occupancy rates for industrial
property in the United States have been higher than those for other types of
commercial property. The Consolidated Operating Partnership believes that the
higher occupancy rate in the industrial property sector is a result of the
construction-on-demand nature of, and the comparatively short development time
required for, industrial property. For the five years ended December 31, 1999,
the occupancy rates for industrial properties in the United States have ranged
from 92.5%* to 92.8%*, with an occupancy rate of 92.8%* at December 31, 1999.
ITEM 2. THE PROPERTIES
GENERAL
At December 31, 1999, the Consolidated Operating Partnership and the
Other Real Estate Partnerships owned 967 in-service properties (868 of which
were owned by the Consolidated Operating Partnership and 99 of which were owned
by the Other Real Estate Partnerships) containing an aggregate of approximately
67.0 million square feet of GLA (54.8 million square feet of which comprised the
properties owned by the Consolidated Operating Partnership and 12.2 million
square feet of which comprised the properties owned by the Other Real Estate
Partnerships) in 25 states, with a diverse base of more than 2,900 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 which have convenient access to interstate
highways and rail and air transportation. The weighted average age of the
Consolidated Operating Partnership's and the Other Real Estate Partnership's
properties on a combined basis as of December 31, 1999 was approximately 15
years.
The Consolidated Operating Partnership and the Other Real Estate
Partnerships classify their 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 Consolidated Operating Partnership and the Other Real Estate
Partnerships have used what they feel is the most dominant characteristic to
categorize the property.
The following tables summarize certain information as of December 31,
1999 with respect to the properties owned by the Consolidated Operating
Partnership, each of which is wholly-owned. Information in the tables excludes
properties under development at December 31, 1999.
* SOURCE: TORTO WHEATON RESEARCH
6
<PAGE> 8
<TABLE>
<CAPTION>
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY
Light Industrial R&D Flex Bulk Warehouse Regional Warehouse Manufacturing
------------------- ------------------ ------------------- ------------------- -------------------
Number Number Number Number Number
Metropolitan Area GLA of GLA of GLA of GLA of GLA of
Properties Properties Properties Properties Properties
- ------------------ --------- --------- ------ ---------- ----- ---------- ------ ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta, GA 398,882 7 --- --- 2,984,031 12 184,846 2 419,600 3
Baltimore, MD 525,513 8 --- --- 142,140 1 --- --- 171,000 1
Baton Rouge, LA 116,347 3 --- --- 108,800 1 --- --- --- ---
Chicago, IL 1,327,004 23 110,510 3 2,355,052 11 66,000 1 1,069,167 6
Cincinnati, OH 445,595 7 --- --- 1,040,080 4 --- --- --- ---
Cleveland, OH 201,116 6 102,500 1 --- --- 51,525 1 --- ---
Columbus, OH 57,255 1 217,612 2 1,653,534 4 --- --- 255,470 1
Dallas, TX 753,653 21 118,618 4 698,543 4 65,700 1 224,984 2
Dayton, OH 322,746 6 20,000 1 --- --- --- --- --- ---
Denver, CO 1,915,015 46 1,796,017 46 202,939 2 301,492 5 --- ---
Des Moines, IA 54,000 1 --- --- 879,043 5 --- --- --- ---
Detroit, MI 2,478,867 96 593,487 20 1,260,116 10 832,986 19 17,240 1
Grand Rapids, MI 484,816 10 10,000 1 1,013,625 6 --- --- 413,500 1
Hartford, CT 391,800 9 --- --- 143,391 1 --- --- 84,000 1
Houston, TX 467,615 7 95,073 1 1,939,227 12 439,185 6 --- ---
Indianapolis, IN 727,980 16 62,200 5 1,319,965 7 235,310 7 54,000 1
Long Island, NY 1,957,814 37 425,694 3 1,357,093 8 157,995 3 62,898 1
Louisville, KY --- --- --- --- 212,500 1 --- --- --- ---
Milwaukee, WI 290,790 6 --- --- --- --- 39,800 1 --- ---
Minneapolis/St. 1,194,434 22 661,878 10 1,622,724 8 537,034 5 985,279 13
Paul, MN
Nashville, TN 334,061 7 --- --- 1,005,248 6 --- --- 109,058 1
N. New Jersey 1,072,454 34 236,464 8 158,242 1 192,153 3 --- ---
New Orleans, LA 342,287 9 169,801 5 --- --- 40,500 1 --- ---
Phoenix, AZ 38,560 1 99,418 1 174,854 1 261,156 3 --- ---
Portland, OR 791,706 33 53,021 2 --- --- --- --- --- ---
Salt Lake City, 590,929 40 91,152 5 --- --- --- --- --- ---
UT
S. New Jersey 949,654 23 --- --- 323,750 2 129,971 2 22,738 1
St. Louis, MO 540,197 11 --- --- 589,519 4 --- --- --- ---
Tampa, FL 487,905 17 384,977 17 213,744 2 326,309 6 --- ---
Other (a) 25,254 1 --- --- 710,755 6 50,000 1 346,103 6
--------- ----- --------- ----- ---------- ---- --------- ----- --------- -----
Total 19,284,249 508 5,248,422 135 22,108,915 119 3,911,962 67 4,235,037 39
========== ===== ========= ===== ========== ==== ========= ===== ========= =====
</TABLE>
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas;
Wichita, Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin;
Shreveport, Louisiana and Clarion, Iowa.
7
<PAGE> 9
<TABLE>
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY TOTALS
<CAPTION>
TOTALS
--------------------------------------------------------------------------------
GLA AS A % OF
NUMBER OF OCCUPANCY AT TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/99 PORTFOLIO
- ---------------------------- ------------ ----------------- -------------------- ---------------
<S> <C> <C> <C> <C>
Atlanta, GA 3,987,359 24 95% 7.3%
Baltimore, MD 838,653 10 85% 1.5%
Baton Rouge, LA 225,147 4 98% 0.4%
Chicago, IL 4,927,733 44 96% 9.0%
Cincinnati, OH 1,485,675 11 99% 2.7%
Cleveland, OH 355,141 8 100% 0.6%
Columbus, OH 2,183,871 8 100% 4.0%
Dallas, TX 1,861,498 32 98% 3.4%
Dayton, OH 342,746 7 95% 0.6%
Denver, CO 4,215,463 99 97% 7.7%
Des Moines, IA 933,043 6 97% 1.7%
Detroit, MI 5,182,696 146 97% 9.6%
Grand Rapids, MI 1,921,941 18 97% 3.5%
Hartford, CT 619,191 11 92% 1.1%
Houston, TX 2,941,100 26 90% 5.4%
Indianapolis, IN 2,399,455 36 96% 4.4%
Long Island, NY 3,961,494 52 94% 7.2%
Louisville, KY 212,500 1 100% 0.4%
Milwaukee, WI 330,590 7 97% 0.6%
Minneapolis/St. Paul, MN 5,001,349 58 95% 9.2%
Nashville, TN 1,448,367 14 100% 2.6%
N. New Jersey 1,659,313 46 95% 3.0%
New Orleans, LA 552,588 15 93% 1.0%
Phoenix, AZ 573,988 6 100% 1.0%
Portland, OR 844,727 35 92% 1.5%
Salt Lake City, UT 682,081 45 89% 1.2%
S. New Jersey 1,426,113 28 96% 2.6%
St. Louis, MO 1,129,716 15 100% 2.1%
Tampa, FL 1,412,935 42 86% 2.6%
Other (a) 1,132,112 14 100% 2.1%
------------ ----------------- -------------------- ---------------
Total or Average 54,788,585 868 96% 100.0%
============ ================= ==================== ===============
</TABLE>
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas;
Wichita, Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin;
Shreveport, Louisiana and Clarion, Iowa.
8
<PAGE> 10
The following tables summarize certain information as of December 31,
1999 with respect to the properties owned by the Other Real Estate Partnerships,
each of which is wholly-owned.
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY
<TABLE>
<CAPTION>
Light Industrial R&D Flex Bulk Warehouse Regional Warehouse Manufacturing
------------------- -------------------- ------------------- -------------------- --------------------
Number Number Number Number Number
of of of of of
Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- ------------------ ------- ---------- -------- ---------- --------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta, GA 59,959 1 153,508 4 927,338 2 90,289 1 -- --
Baltimore, MD 65,860 1 78,418 1 -- -- -- -- -- --
Central 383,070 4 -- -- 3,266,314 13 117,579 3 -- --
Pennsylvania
Chicago, IL 150,114 3 49,730 1 760,169 4 -- -- -- --
Des Moines, IA 75,072 3 -- -- -- -- 88,000 1 -- --
Detroit, MI 422,614 9 33,092 2 -- -- 66,395 1 -- --
Grand Rapids, MI 80,000 1 -- -- 822,500 5 -- -- 31,750 1
Indianapolis, IN -- -- -- -- 1,696,341 4 60,000 1 -- --
Louisville, KY -- -- -- -- 532,400 1 -- -- -- --
Milwaukee, WI -- -- 93,705 2 -- -- 39,468 1 468,000 1
Minneapolis/
St Paul, MN 130,647 2 -- -- -- -- -- -- 409,905 2
Nashville, TN -- -- -- -- 160,661 1 -- -- -- --
Philadelphia, PA 273,775 12 117,873 3 110,000 1 46,750 1 56,827 2
St. Louis, MO -- -- -- -- 245,000 2 -- -- -- --
Tampa, FL -- -- 44,427 1 -- -- -- -- -- --
Other (a) 33,000 1 -- -- -- -- -- -- -- --
--------- ----- --------- ------ --------- ----- ------- ----- ------- -----
Total 1,674,111 37 570,753 14 8,520,723 33 508,481 9 966,482 6
========= ===== ========= ====== ========= ===== ======= ===== ======= =====
</TABLE>
(a) Property is located in Austin, Texas.
9
<PAGE> 11
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY TOTALS
<TABLE>
<CAPTION>
TOTALS
---------------------------------------------------------
GLA AS A % OF
NUMBER OF OCCUPANCY AT TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/99 PORTFOLIO
- ---------------------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Atlanta, GA 1,231,094 8 97% 10.1%
Baltimore, MD 144,278 2 85% 1.2%
Central Pennsylvania 3,766,963 20 100% 30.9%
Chicago, IL 960,013 8 99% 7.8%
Des Moines, IA 163,072 4 95% 1.3%
Detroit, MI 522,101 12 100% 4.3%
Grand Rapids, MI 934,250 7 94% 7.6%
Indianapolis, IN 1,756,341 5 81% 14.3%
Louisville, KY 532,400 1 100% 4.3%
Milwaukee, WI 601,173 4 94% 4.9%
Minneapolis/St. Paul, MN 540,552 4 97% 4.4%
Nashville, TN 160,661 1 100% 1.3%
Philadelphia, PA 605,225 19 96% 4.9%
St. Louis, MO 245,000 2 100% 2.0%
Tampa, FL 44,427 1 100% 0.4%
Other (a) 33,000 1 100% 0.3%
---------- --- --- -----
Total or Average 12,240,550 99 96% 100.0%
========== === === =====
</TABLE>
(a) Property is located in Austin, Texas.
10
<PAGE> 12
PROPERTY ACQUISITION ACTIVITY
During 1999, the Consolidated Operating Partnership completed 10
separate property acquisition transactions comprising 16 in-service industrial
properties and one industrial property under redevelopment totaling
approximately 1.3 million square feet of GLA at a total purchase price of
approximately $45.0 million, or $33.46 per square foot. The Consolidated
Operating Partnership also purchased numerous land parcels for an aggregate
purchase price of approximately $2.5 million. The 17 properties acquired have
the following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY
NUMBER OF AT
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE 12/31/99 ACQUISITION DATE
------------------ ---------- --------- ------------------------- -------- -----------------
<S> <C> <C> <C> <C> <C>
Baltimore, MD (a) 1 150,000 Bulk Warehouse N/A January 25, 1999
Houston, TX 1 50,000 Regional Warehouse 100% June 25, 1999
Phoenix, AZ (b) 1 85,245 Regional Warehouse N/A June 29, 1999
Phoenix, AZ 1 38,560 Light Industrial 100% August 12, 1999
Baltimore, MD 1 142,140 Bulk Warehouse 100% September 17, 1999
Tampa, FL 6 107,670 Light Industrial 87% October 5, 1999
Nashville, TN 1 100,000 Bulk Warehouse 100% October 14, 1999
Atlanta, GA 1 123,457 Bulk Warehouse 100% November 3, 1999
Houston, TX 2 483,950 Bulk Warehouse/Regional 100% December 1, 1999
Warehouse
Houston, TX 2 63,811 Light Industrial 100% December 13, 1999
--- ---------
Total 17 1,344,833
=== =========
</TABLE>
(a) Property is a redevelopment.
(b) Property was sold on December 10, 1999.
During 1999, the Other Real Estate Partnerships completed five separate
property acquisition transactions comprising four in-service industrial
properties and two industrial properties under development totaling
approximately 1.5 million square feet of GLA at a total purchase price of
approximately $41.3 million, or $27.09 per square foot. The Other Real Estate
Partnerships also purchased numerous land parcels for an aggregate purchase
price of approximately $9.7 million. The six properties acquired have the
following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY
NUMBER OF AT
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE 12/31/99 ACQUISITION DATE
------------------------ ---------- -------- ------------------ -------- ----------------
<S> <C> <C> <C> <C> <C>
Central Pennsylvania (a) 1 378,000 Bulk Warehouse N/A January 28,1999
Philadelphia, PA 1 19,965 Light Industrial 100% September 27, 1999
Atlanta, GA (b) (c) 1 110,000 Bulk Warehouse N/A September 29, 1999
Atlanta, GA 2 217,627 Bulk Warehouse/Regional 100% October 26, 1999
Warehouse
Atlanta, GA (c) 1 800,000 Bulk Warehouse 100% December 17, 1999
--- ----------
Total 6 1,525,592
=== ==========
</TABLE>
(a) Property is a redevelopment.
(b) Property is under development.
(c) Property was purchased from the Operating Partnership.
11
<PAGE> 13
PROPERTY DEVELOPMENT ACTIVITY
During 1999, the Consolidated Operating Partnership placed in service
16 developments and one expansion totaling approximately 2.4 million square feet
of GLA at a total cost of approximately $81.9 million, or $33.48 per square
foot. The developed properties have the following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/99 COMPLETION DATE
- ---------------------------- ----------- ------------------ ------------------- ----------------------
<S> <C> <C> <C> <C>
Detroit, MI 125,605 Bulk Warehouse 100% March 1, 1999
Louisville, KY 212,500 Bulk Warehouse 100% March 25, 1999
Tampa, FL 23,778 R&D Flex 83% April 1, 1999
Minneapolis, MN 124,800 Bulk Warehouse 100% May 17, 1999
Cincinnati, OH 240,000 Bulk Warehouse 100% July 1, 1999
Detroit, MI 55,535 Regional Warehouse 100% August 9, 1999
Minneapolis, MN 126,382 Bulk Warehouse 92% September 1, 1999
Denver, CO 52,183 Light Industrial 92% September 1, 1999
Atlanta, GA (a) 800,000 Bulk Warehouse 100% October 1, 1999
Nashville, TN 122,000 Bulk Warehouse 100% October 15, 1999
Minneapolis, MN 143,066 Bulk Warehouse 100% November 1, 1999
Tampa, FL 82,469 Regional Warehouse 76% December 1, 1999
Tampa, FL 41,861 R&D Flex 100% December 1, 1999
Tampa, FL 30,019 Light Industrial 100% December 15, 1999
Tampa, FL 33,861 R&D Flex 100% December 22, 1999
Minneapolis, MN 153,454 Bulk Warehouse 100% December 30, 1999
Minneapolis, MN (b) 79,160 Bulk Warehouse 87% December 31, 1999
---------
Total 2,446,673
=========
</TABLE>
(a) Property was sold to the Other Real Estate Partnerships.
(b) Expansion.
During 1999, the Other Real Estate Partnerships placed in service three
developments totaling approximately .7 million square feet of GLA at a total
cost of approximately $21.7 million, or $32.59 per square foot. The developed
properties have the following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/99 COMPLETION DATE
- ---------------------------- ----------- ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
Chicago, IL (a) 146,728 Light Industrial N/A April 13, 1999
Dallas, TX 33,000 Light Industrial 100% August 1, 1999
Indianapolis, IN (b) 486,888 Bulk Warehouse N/A December 22, 1999
-------
Total 666,616
========
</TABLE>
(a) Property was sold on April 13, 1999.
(b) Property was sold on December 22, 1999.
At December 31, 1999, the Consolidated Operating Partnership had 10
projects under development, with an estimated completion GLA of 1.5 million
square feet and an estimated completion cost of approximately $56.5 million.
At December 31, 1999, the Other Real Estate Partnerships had 13 projects
under development, with an estimated completion GLA of 1.8 million square feet
and an estimated completion cost of approximately $74.7 million.
12
<PAGE> 14
PROPERTY SALES
During 1999, the Consolidated Operating Partnership sold 44 in-service
industrial properties and one property under development totaling approximately
5.7 million square feet of GLA and several land parcels. Total gross sales
proceeds approximated $178.3 million. The 44 in-service properties and one
property under development sold have the following characteristics:
<TABLE>
<CAPTION>
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE SALE DATE
- ----------------------------- ------------- ------------ ----------------------------- -----------------
<S> <C> <C> <C> <C>
Detroit, MI 1 32,470 Light Industrial January 27, 1999
Phoenix, AZ 2 87,462 Light Industrial January 29, 1999
Denver, CO 1 26,922 R&D Flex February 8, 1999
Chicago, IL 1 54,660 R&D Flex February 10, 1999
Chicago, IL 2 173,432 Light Industrial February 10, 1999
New Orleans, LA 1 50,000 Regional Warehouse February 19, 1999
Grand Rapids, MI 1 30,000 Light Industrial March 12, 1999
Northern New Jersey 1 106,184 Bulk Warehouse March 18, 1999
Long Island, NY 1 22,250 Light Industrial April 16, 1999
Detroit, MI 1 62,925 R&D Flex April 20, 1999
Denver, CO 1 25,026 Light Industrial April 30, 1999
Long Island, NY 1 50,296 Light Industrial May 26, 1999
Northern New Jersey 1 59,310 R&D Flex June 11, 1999
Chicago, IL 1 21,548 Regional Warehouse June 11,1999
Atlanta, GA 3 248,150 Manufacturing/Regional June 18, 1999
Warehouse
Long Island, NY 1 42,700 Light Industrial June 21, 1999
Chicago, IL 1 212,040 Bulk Warehouse June 24, 1999
Chicago, IL 1 310,752 Bulk Warehouse June 24, 1999
Chicago, IL 1 109,728 Bulk Warehouse June 24, 1999
Grand Raids, MI 1 423,230 Bulk Warehouse June 30, 1999
Houston, TX 1 48,140 Light Industrial August 25, 1999
Denver, CO 1 33,573 R&D Flex August 26, 1999
Hartford, CT 1 50,000 Light Industrial September 23, 1999
Detroit, MI 5 1,199,262 Light Industrial/Bulk September 24, 1999
Warehouse
Minneapolis, MN 2 150,108 Manufacturing September 24, 1999
Detroit, MI 1 180,000 Bulk Warehouse September 24, 1999
Minneapolis, MN 2 143,899 R&D Flex September 24, 1999
Northern New Jersey 1 53,372 R&D Flex September 29, 1999
Atlanta, GA (a) (b) 1 110,000 Bulk Warehouse September 29, 1999
Portland, OR 1 18,000 Light Industrial September 30, 1999
Minneapolis, MN 1 30,335 Light Industrial October 7, 1999
Cincinnati, OH 1 570,000 Manufacturing November 19, 1999
Phoenix, AZ 1 85,245 Regional Warehouse December 10, 1999
Atlanta, GA (b) 1 800,000 Bulk Warehouse December 17, 1999
Houston, TX 1 33,034 Light Industrial December 29, 1999
------------- ------------
Total 45 5,654,053
============= ============
</TABLE>
(a) Property was under development when sold.
(b) Property was sold to the Other Real Estate Partnerships.
During 1999, the Other Real Estate Partnerships sold 13 industrial
properties totaling approximately 1.5 million square feet of GLA and several
land parcels. Total gross sales proceeds approximated $90.8 million. The 13
properties sold have the following characteristics:
<TABLE>
<CAPTION>
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE SALE DATE
- --------------------- ------------- ------------ ----------------------------- -----------------
<S> <C> <C> <C> <C>
Chicago, IL 1 146,728 Light Industrial April 13, 1999
Chicago, IL 1 323,425 Manufacturing August 19, 1999
Harrisburg, PA 9 417,138 R&D Flex/ Light Industrial September 15, 1999
Minneapolis, MN 1 75,939 Regional Warehouse December 10, 1999
Indianapolis, IN 1 486,888 Bulk Warehouse December 22, 1999
------------- ------------
Total 13 1,450,118
============= ============
</TABLE>
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END
During the period January 1, 2000 through March 17, 2000, the
Consolidated Operating Partnership acquired or completed development of nine
industrial properties and one land parcel for a total estimated investment of
approximately $23.9 million. The Consolidated Operating Partnership also sold
six industrial properties and one land parcel for approximately $17.5 million of
gross proceeds.
During the period January 1, 2000 through March 17, 2000, the Other Real
Estate Partnerships acquired or completed development of two industrial
properties and two land parcels for a total estimated investment of
approximately $11.3 million. The Other Real Estate Partnerships also sold one
industrial property and one land parcel for approximately $25.3 million of gross
proceeds.
13
<PAGE> 15
DETAIL PROPERTY LISTING
The following table lists all of the Consolidated Operating
Partnership's properties as of December 31, 1999, by geographic market area.
PROPERTY LISTING
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ ---------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
ATLANTA
- -------
1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100%
14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100%
801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,090 87%
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%
700 Westlake Parkway Atlanta, GA 1990 Light Industrial 3.50 56,400 100%
800 Westlake Parkway Atlanta, GA 1991 Bulk Warehouse 7.40 132,400 100%
4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 100%
4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 171,671 100%
4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100%
4081 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 12.83 254,172 100%
1875 Rockdale Industrial Blvd. Conyers, GA 1966 Manufacturing 5.70 121,600 100%
3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 100%
370 Great Southwest Pkway (j) Atlanta, GA 1986 Light Industrial 8.06 150,536 63%
3495 Bankhead Highway (j) Atlanta, GA 1986 Bulk Warehouse 20.50 408,819 70%
955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 100%
6105 Boatrock Boulevard Atlanta, GA 1972 Light Industrial 1.79 32,000 100%
1640 Sands Place Marietta, GA 1977 Light Industrial 1.97 35,425 100%
7000 Highland Parkway Smyrna, GA 1998 Bulk Warehouse 10.00 123,808 100%
2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100%
1003 Sigman Road Conyers, GA 1996 Bulk Warehouse 11.30 123,457 100%
---------- -------
SUBTOTAL OR AVERAGE SUBTOTAL OR AVERAGE 3,987,359 95%
---------- -------
BALTIMORE
- ---------
3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 100%
1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100%
1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 10%
1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100%
1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 19%
1820 Portal Baltimore, MD (g) 1982 Bulk Warehouse 6.55 171,000 100%
4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 98%
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 8.00 142,140 100%
---------- -------
SUBTOTAL OR AVERAGE 838,653 85%
---------- -------
BATON ROUGE
- -----------
11200 Industriplex Blvd. Baton Rouge, LA 1986 Light Industrial 3.00 42,355 100%
11441 Industriplex Blvd. Baton Rouge, LA 1987 Light Industrial 2.40 35,596 90%
11301 Industriplex Blvd. Baton Rouge, LA 1985 Light Industrial 2.50 38,396 100%
6565 Exchequer Drive Baton Rouge, LA 1986 Bulk Warehouse 5.30 108,800 100%
---------- -------
SUBTOTAL OR AVERAGE 225,147 98%
---------- -------
CHICAGO
- -------
2300 Hammond Drive Schaumburg, IL 1970 Light Industrial 4.13 77,000 100%
6500 North Lincoln Avenue Lincolnwood, IL 1965/88 Light Industrial 2.52 63,050 79%
3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 205,481 100%
917 North Shore Drive Lake Bluff, IL 1974 Light Industrial 4.27 84,575 100%
6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 100%
585 Slawin Court Mount Prospect, IL 1992 R&D/Flex 3.71 38,150 100%
2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 100%
3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100%
3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 66,958 100%
736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,520 100%
305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100%
700-714 Landwehr Road Northbrook, IL 1978 Light Industrial 1.99 41,835 88%
4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100%
13040 S. Crawford Avenue Alsip, IL 1976 Bulk Warehouse 15.12 400,076 100%
12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,301 100%
12301-12325 S. Laramie Avenue Alsip, IL 1975 Bulk Warehouse 8.83 204,586 100%
6300 Howard Niles, IL 1956/64 Manufacturing 19.50 364,000 100%
301 Hintz Wheeling, IL 1960 Manufacturing 2.51 43,636 100%
301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100%
410 West 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,436 70%
1001 Commerce Court Buffalo Grove, IL 1989 Light Industrial 5.37 84,956 100%
11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 99%
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ ---------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
CHICAGO (CONT.)
405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100%
1010-50 Sesame Street Bensenville, IL (d) 1976 Manufacturing 8.00 252,000 100%
5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100%
3200-3250 South St. Louis(j) Chicago, IL 1968 Light Industrial 8.66 74,685 100%
3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100%
7301 South Hamlin Chicago, IL 1975/86 Light Industrial 1.49 56,017 57%
7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 79%
3900 West 74th Street Chicago, IL 1975/86 Reg. Warehouse 2.13 66,000 100%
7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100%
396 Fenton Lane West Chicago, IL 1987 R&D/Flex 2.74 36,480 80%
400 Wegner Drive West Chicago, IL 1988 Light Industrial 1.33 22,480 100%
450 Fenton Lane West Chicago, IL 1990 R&D/Flex 2.74 35,880 43%
385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 182,000 100%
335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100%
10435 Seymour Avenue Franklin Park, IL 1967 Light Industrial 1.85 53,500 57%
905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100%
1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,787 100%
34-45 Lake Street Northlake, IL 1978 Bulk Warehouse 5.71 124,804 100%
2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 100%
4309 South Morgan Street Chicago, IL 1975 Manufacturing 6.91 200,000 100%
405-17 University Drive Arlington Hgts, IL 1977 Light Industrial 2.42 56,400 100%
---------- -------
SUBTOTAL OR AVERAGE 4,927,733 96%
---------- -------
CINCINNATI
- ----------
9900-9970 Princeton Cincinnati, OH (a) 1970 Bulk Warehouse 10.64 185,580 99%
2940 Highland Avenue Cincinnati, OH (a) 1969/74 Bulk Warehouse 17.08 502,000 100%
4700-4750 Creek Road Blue Ash, OH (a) 1960 Light Industrial 15.32 265,000 96%
4860 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 15,986 100%
4866 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 16,000 100%
4884 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,000 100%
4890 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,018 100%
9636-9643 Interocean Drive Cincinnati, OH 1983 Light Industrial 4.13 29,371 100%
12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 100%
901 Pleasant Valley Drive Springboro, OH 1984 Light Industrial 7.70 69,220 100%
4440 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 15.26 240,000 100%
---------- -------
SUBTOTAL OR AVERAGE 1,485,675 99%
---------- -------
CLEVELAND
- ---------
6675 Parkland Boulevard Solon, OH 1991 R&D/Flex 10.41 102,500 100%
21510-21600 Alexander Rd.(k) Oakwood, OH 1985 Light Industrial 5.70 106,721 100%
5405 & 5505 Valley Belt Rd.(j)Independence, OH 1983 Light Industrial 6.23 62,395 100%
10145 Philipp Parkway Streetsboro, OH 1994 Reg. Warehouse 4.00 51,525 100%
4410 Hamann Willoughby, OH 1975 Light Industrial 1.40 32,000 100%
---------- -------
SUBTOTAL OR 355,141 100%
AVERAGE
---------- -------
COLUMBUS
- --------
6911 Americana Parkway Columbus, OH 1980 Light Industrial 4.05 57,255 100%
3800 Lockbourne Industrial Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100%
Pky
3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 43.41 705,600 100%
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 100%
4300 Cemetery Road Hilliard, OH 1968 Manufacturing 62.71 255,470 100%
4115 Leap Road (j) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100%
3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 100%
---------- -------
SUBTOTAL OR AVERAGE 2,183,871 100%
---------- -------
DALLAS
- ------
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%
1405-1409 Avenue II East Grand Prairie, TX 1969 Light Industrial 1.79 36,000 100%
2651-2677 Manana Dallas, TX 1966 Light Industrial 2.55 82,229 100%
2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100%
4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100%
900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100%
2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 100%
2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100%
2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100%
12784 Perimeter Drive (k) Dallas, TX 1981 Light Industrial 4.57 95,671 100%
3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100%
3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100%
5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100%
405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 50%
816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 100%
1017-25 Jacksboro Highway Fort Worth, TX 1970 Light Industrial 1.49 30.000 100%
7341 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.09 20,000 100%
7427 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.60 27,500 100%
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ ---------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
DALLAS (CONT.)
- --------------
7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,000 100%
7370 Dogwood Park Richland Hills, TX 1987 Light Industrial 1.18 18,500 100%
7339-41 Tower Street Richland Hills, TX 1980 Light Industrial 0.95 17,600 100%
7437-45 Tower Street Richland Hills, TX 1977 Light Industrial 1.16 20,000 100%
7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,800 100%
7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,208 100%
7450-70 Dogwood Park Richland Hills, TX 1985 Light Industrial 0.88 18,000 80%
7423-49 Airport Freeway Richland Hills, TX 1985 R&D/Flex 2.39 33,810 71%
7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 21,750 100%
--------- -------
SUBTOTAL OR AVERAGE 1,861,498 98%
--------- -------
DAYTON
- ------
6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 100%
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 95%
5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100%
6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 85%
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 342,746 95%
AVERAGE --------- -------
DENVER
- ------
7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,269 96%
7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 91%
7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 82%
7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 98%
7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 73%
20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 92%
15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,758 89%
15850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 83%
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 91%
5801 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 15,500 100%
5805 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,358 100%
5815 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,765 83%
5825 West 6th Avenue Lakewood, CO 1980 R&D/Flex 1.03 20,748 92%
5835 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,490 95%
525 East 70th Street Denver, CO 1985 Light Industrial 5.18 12,000 100%
565 East 70th Street Denver, CO 1985 Light Industrial 5.18 29,990 100%
605 East 70th Street Denver, CO 1985 Light Industrial 5.18 34,000 100%
625 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 100%
665 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 100%
700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 100%
702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 100%
800 East 73rd Denver, CO 1984 R&D/Flex 4.50 49,360 96%
850 East 73rd Denver, CO 1984 R&D/Flex 4.50 38,962 91%
6425 North Washington Denver, CO 1983 R&D/Flex 4.05 82,120 99%
3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,520 78%
3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 100%
3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 100%
3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,775 100%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 95%
4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100%
1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,788 100%
3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 55,027 100%
3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100%
5454 Havana Street Denver, CO 1980 R&D/Flex 2.68 42,504 100%
5500 Havana Street Denver, CO 1980 R&D/Flex 2.19 34,776 100%
4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100%
5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 100%
5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100%
5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100%
5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100%
2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100%
6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100%
875 Parfet Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100%
4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 50,160 100%
833 Parfet Street Lakewood, CO 1974 R&D/Flex 2.57 24,800 100%
11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100%
7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 97%
7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 0%
6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 100%
445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,472 100%
East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,200 93%
7025 South Revere Parkway Denver, CO 1997 R&D/Flex 3.20 59,270 100%
9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100%
</TABLE>
16
<PAGE> 18
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
DENVER (CONT.)
- --------------
9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100%
9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 100%
9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 100%
8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 95%
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%
14100 East Jewell Aurora, CO 1980 R&D/Flex 3.67 58,553 88%
14190 East Jewell Aurora, CO 1980 R&D/Flex 1.84 29,442 100%
608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 100%
610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 100%
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 69,279 100%
14998 West 6th Avenue Building E Golden, CO 1995 R&D/Flex 2.29 42,832 100%
14998 West 6th Avenue Building F Englewood, CO 1995 R&D/Flex 2.29 20,424 100%
12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 92%
6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 60,112 100%
7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 100%
2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,267 75%
2370 South Trenton Way Denver, CO 1983 R&D/Flex 3.27 22,735 100%
2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 100%
2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 100%
651 Topeka Way Denver, CO 1985 R&D/Flex 4.53 24,000 100%
680 Atchinson Way Denver, CO 1985 R&D/Flex 4.53 24,000 100%
8122 South Park Lane - A Littleton, CO 1986 R&D/Flex 5.09 43,987 100%
8122 South Park Lane - B Littleton, CO 1986 Light Industrial 2.28 20,389 100%
1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 100%
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%
4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,381 100%
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 53,838 100%
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 83%
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 96%
12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 100%
4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100%
4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100%
5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100%
7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 100%
10311 W. Hampden Avenue Lakewood, CO 1999 Light Industrial 4.40 52,183 92%
--------- -------
SUBTOTAL OR AVERAGE 4,215,463 97%
--------- -------
DES MOINES
- ----------
1500 East Washington Avenue Des Moines, IA 1987 Bulk Warehouse 13.25 192,466 100%
1600 East Washington Avenue Des Moines, IA 1987 Bulk Warehouse 6.78 81,866 100%
4121 McDonald Avenue Des Moines, IA 1977 Bulk Warehouse 11.02 177,431 100%
4141 McDonald Avenue Des Moines, IA 1976 Bulk Warehouse 11.03 263,196 95%
4161 McDonald Avenue Des Moines, IA 1979 Bulk Warehouse 11.02 164,084 92%
5701 NE 17th Street Des Moines, IA 1968 Light Industrial 2.30 54,000 100%
--------- -------
SUBTOTAL OR AVERAGE 933,043 97%
--------- -------
DETROIT
- -------
238 Executive Drive Troy, MI 1973 Light Industrial 1.32 13,740 100%
256 Executive Drive Troy, MI 1974 Light Industrial 1.12 11,273 100%
301 Executive Drive Troy, MI 1974 Light Industrial 1.27 20,411 100%
449 Executive Drive Troy, MI 1975 Reg. Warehouse 2.12 33,001 100%
501 Executive Drive Troy, MI 1984 Light Industrial 1.57 18,061 100%
451 Robbins Drive Troy, MI 1975 Light Industrial 1.88 28,401 100%
700 Stephenson Highway Troy, MI 1978 R&D/Flex 3.13 29,344 100%
800 Stephenson Highway Troy, MI 1979 R&D/Flex 4.39 48,200 100%
1150 Stephenson Highway Troy, MI 1982 R&D/Flex 1.70 18,107 100%
1200 Stephenson Highway Troy, MI 1980 R&D/Flex 2.65 25,025 100%
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%
2112 Meijer Drive Troy, MI 1980 Reg. Warehouse 4.12 34,558 100%
1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100%
</TABLE>
17
<PAGE> 19
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
DETROIT (CONT.)
- ---------------
1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100%
1749 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.69 26,125 100%
1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100%
1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100%
1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
1921 Northwood Drive Troy, MI 1977 Light Industrial 2.33 42,000 100%
2230 Elliott Avenue Troy, MI 1974 Light Industrial 0.90 12,612 100%
2237 Elliott Avenue Troy, MI 1974 Light Industrial 0.96 12,612 100%
2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100%
2291 Elliott Avenue Troy, MI 1974 Light Industrial 1.06 12,200 100%
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%
2890 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.76 24,410 100%
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%
2960 Technology Drive Rochester Hills, MI 1992 Reg. Warehouse 3.83 41,565 100%
23014 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.65 7,200 100%
23028 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.26 20,265 100%
23035 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.23 15,200 100%
23042 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.75 8,790 100%
23065 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.91 12,705 100%
23070 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 1.43 16,765 100%
23079 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.85 10,830 100%
23093 Commerce Drive Farmington Hills, MI 1983 Reg. Warehouse 3.87 49,040 100%
23135 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.02 23,969 100%
23149 Commerce Drive Farmington Hills, MI 1985 Reg. Warehouse 6.32 47,700 100%
23163 Commerce Drive Farmington Hills, MI 1986 Light Industrial 1.51 19,020 100%
23177 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.29 32,127 100%
23206 Commerce Drive Farmington Hills, MI 1985 Light Industrial 1.30 19,822 100%
23290 Commerce Drive Farmington Hills, MI 1980 Reg. Warehouse 2.56 42,930 100%
23370 Commerce Drive Farmington Hills, MI 1980 Light Industrial 0.67 8,741 100%
24492 Indoplex Circle Farmington Hills, MI 1976 Light Industrial 1.63 24,000 100%
24528 Indoplex Circle Farmington Hills, MI 1976 Light Industrial 2.26 34,650 100%
21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 87%
32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 0%
32200 N. Avis Drive Madison Heights, MI 1973 Light Industrial 6.15 88,700 100%
11813 Hubbard Livonia, MI 1979 Light Industrial 1.95 33,300 100%
11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100%
12050-12300 Hubbard(j) Livonia, MI 1981 Light Industrial 6.10 85,086 78%
38200 Plymouth Livonia, MI 1997 Bulk Warehouse 11.43 140,365 100%
38220 Plymouth Livonia, MI 1988 Bulk Warehouse 13.14 145,232 100%
38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100%
12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100%
9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 100%
9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 100%
28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 100%
28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 50%
28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 75%
28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 88%
28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 100%
28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 100%
9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100%
9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 50%
9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 0%
29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100%
29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100%
29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100%
29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 100%
29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100%
29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,837 100%
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%
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
DETROIT (CONT.)
- ---------------
9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,414 94%
21405 Trolley Industrial Taylor, MI 1971 Bulk Warehouse 11.25 180,986 100%
Road
26980 Trolley Industrial Taylor, MI 1997 Bulk Warehouse 5.43 100%
Drive 102,400
28055 S. Wick Road Romulus, MI 1989 Light Industrial 6.79 42,060 100%
12050-12200 Farmington Road Livonia, MI 1973 Light Industrial 1.34 25,470 79%
33200 Capitol Avenue Livonia, MI 1977 Light Industrial 2.16 40,000 100%
32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100%
2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 100%
32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100%
32940 Capitol Avenue Livonia, MI 1971 Light Industrial 0.45 8,480 100%
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%
34005 Schoolcraft Road Livonia, MI 1981 Light Industrial 1.70 26,100 100%
13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 100%
1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100%
1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100%
450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100%
556 Robbins Drive Troy, MI 1974 Light Industrial 0.63 8,760 100%
1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100%
12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100%
12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100%
33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100%
2002 Stephenson Highway Troy, MI 1986 R&D/Flex 1.42 21,850 100%
47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100%
32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100%
32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100%
32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100%
12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100%
33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 100%
1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 100%
1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100%
1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100%
9800 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100%
1840 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 2.42 33,240 100%
1885 Enterprise Drive Rochester Hills, MI 1990 Light Industrial 1.47 19,604 100%
1935-55 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 4.54 53,400 100%
5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100%
5800 Enterprise Court Warren, MI 1987 Manufacturing 1.48 17,240 100%
750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 100%
800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 100%
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 24,458 100%
6833 Center Drive Sterling Heights, MI 1998 Reg. Warehouse 4.42 66,132 100%
22731 Newman Street Dearborn, MI 1985 R&D/Flex 2.31 48,000 100%
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 8.19 117,903 100%
30081 Stephenson Highway Madison Heights, MI 1967 Light Industrial 2.50 50,750 100%
1120 John A. Papalas Drive(k) Lincoln Park, MI 1985 Light Industrial 10.30 120,410 100%
36555 Ecorse Romulus, MI 1998 Bulk Warehouse 18.00 268,800 100%
6340 Middlebelt Romulus, MI 1998 Light Industrial 11.03 77,508 100%
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%
---------- -------
SUBTOTAL OR AVERAGE 5,182,696 97%
---------- -------
GRAND RAPIDS
- ------------
2 84th Street SW Byron Center, MI 1986 Light Industrial 3.01 30,000 100%
100 84th Street SW Byron Center, MI 1979 Light Industrial 4.20 81,000 100%
511 76th Street SW Grand Rapids, MI 1986 Bulk Warehouse 14.44 202,500 100%
553 76th Street SW Grand Rapids, MI 1985 R&D/Flex 1.16 10,000 100%
555 76th Street SW Grand Rapids, MI 1987 Bulk Warehouse 12.50 200,000 100%
2925 Remico Avenue SW Grandville, MI 1988 Light Industrial 3.40 66,505 100%
2935 Walkent Court NW Grand Rapids, MI 1991 Light Industrial 6.13 64,961 100%
3300 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 11.57 200,000 100%
3366 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 12.35 200,000 75%
5001 Kendrick Court SE Grand Rapids, MI 1983 Light Industrial 4.00 61,500 100%
5050 Kendrick Court SE Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100%
5015 52nd Street SE Grand Rapids, MI 1987 Light Industrial 4.11 61,250 100%
5025 28th Street Grand Rapids, MI 1967 Light Industrial 3.97 14,400 100%
5079 33rd Street SE Grand Rapids, MI 1990 Bulk Warehouse 6.74 109,875 100%
5333 33rd Street SE Grand Rapids, MI 1991 Bulk Warehouse 8.09 101,250 100%
5130 Patterson Ave Grand Rapids, MI 1987 Light Industrial 6.57 30,000 100%
3395 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 3.70 42,600 100%
3427 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 2.40 32,600 100%
---------- -------
SUBTOTAL OR AVERAGE 1,921,941 97%
---------- -------
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
HARTFORD
- --------
20 Utopia Road Manchester, CT 1989 Light Industrial 3.96 36,000 100%
50 Utopia Road Manchester, CT 1987 Light Industrial 3.97 60,000 100%
135 Sheldon road Manchester, CT 1987 Light Industrial 6.17 60,000 100%
169 Progress Road Manchester, CT 1987 Manufacturing 11.25 84,000 100%
227 Progress Drive Manchester, CT 1986 Light Industrial 2.51 19,800 100%
249 Progress Drive Manchester, CT 1985 Light Industrial 3.73 30,000 100%
428 Hayden Station Road Windsor, CT 1988 Light Industrial 5.47 36,000 100%
430 Hayden Station Road Windsor, CT 1987 Light Industrial 4.34 48,000 75%
436 Hayden Station Road Windsor, CT 1988 Light Industrial 10.96 60,000 100%
460 Hayden Station Road Windsor, CT 1985 Light Industrial 4.71 42,000 79%
345 MacCausland Court Cheshire, CT 1998 Bulk Warehouse 13.14 143,391 80%
---------- -------
SUBTOTAL OR AVERAGE 619,191 92%
---------- -------
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 60%
3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100%
3337-3347 Rauch Street Houston, TX 1970 Reg. Warehouse 2.29 60,085 66%
8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100%
4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 100%
3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 100%
5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 100%
4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.76 113,400 58%
10600 Hampstead Houston, TX 1974 Light Industrial 1.26 19,063 100%
2300 Fairway Park Drive Houston, TX 1974 Light Industrial 1.25 19,008 100%
7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100%
2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 84%
6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 66%
1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100%
1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100%
4545 Mossford Drive Houston, TX 1975 Reg. Warehouse 3.56 66,565 100%
1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100%
7000 Empire Drive Houston, TX (f) 1980 R&D/Flex 6.25 95,073 87%
9777 West Gulfbank Drive Houston, TX (f) 1980 Light Industrial 15.45 252,242 53%
9835 A Genard Road Houston, TX 1980 Bulk Warehouse 39.20 417,350 100%
9835 B Genard Road Houston, TX 1980 Reg. Warehouse 6.40 66,600 100%
16134 West Hardy Houston, TX 1984 Light Industrial 3.60 34,177 100%
16216 West Hardy Houston, TX 1984 Light Industrial 3.12 29,631 100%
---------- -------
SUBTOTAL OR AVERAGE 2,941,100 90%
---------- -------
INDIANAPOLIS
- ------------
2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 100%
2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100%
7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 100%
1445 Brookville Way Indianapolis, IN (a) 1989 Bulk Warehouse 8.79 115,200 90%
1440 Brookville Way Indianapolis, IN (a) 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN (a) 1990 Light Industrial 3.50 63,000 90%
1220 Brookville Way Indianapolis, IN (a) 1990 R&D/Flex 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (b) 1992 Bulk Warehouse 5.50 132,000 86%
1350 Brookville Way Indianapolis, IN (a) 1994 Reg. Warehouse 2.87 38,460 100%
1315 Sadlier Circle East Drive Indianapolis, IN (b) 1970/1992 R&D/Flex 1.33 14,000 100%
1341 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.03 32,400 100%
1322-1438 Sadlier Circle Drive East Dr Indianapolis, IN (b) 1971/1992 Light Industrial 3.79 36,000 80%
1327-1441 Sadlier Circle Drive East Dr Indianapolis, IN (b) 1992 Light Industrial 5.50 54,000 93%
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 87%
1504 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Manufacturing 4.14 54,000 100%
1311 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.78 13,200 100%
1365 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.16 30,000 100%
1352-1354 Sadlier Circle E. Drive Indianapolis, IN (b) 1970/1992 Light Industrial 3.50 44,000 100%
1335 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.20 20,000 100%
1327 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 1.20 12,800 100%
1425 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 2.49 5,000 100%
1230 Brookville Way Indianapolis, IN (a) 1995 Reg. Warehouse 1.96 15,000 100%
6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 35%
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 37.00 331,826 100%
2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 94%
8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 95%
8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 86%
8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 96%
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
INDIANAPOLIS (CONT.)
- --------------------
3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 100%
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%
9210 East 146th Street Noblesville, IN 1978 Reg. Warehouse 11.91 23,950 100%
---------- ------
SUBTOTAL OR AVERAGE 2,399,455 96%
---------- ------
LONG ISLAND
- -----------
1140 Motor Parkway Huppauge, NY 1978 Bulk Warehouse 8.00 153,500 100%
10 Edison Street Amityville, NY 1971 Light Industrial 1.40 34,400 100%
120 Secatogue Avenue Farmingdale, NY 1957 Reg. Warehouse 2.60 58,850 100%
100 Lauman Lane Hicksville, NY 1968 Reg. Warehouse 1.90 36,880 76%
200 Finn Court Farmingdale, NY 1965 Bulk Warehouse 5.00 105,573 100%
717 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 12.30 150,000 100%
725 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 8.00 122,160 100%
270 Duffy Avenue Hicksville, NY 1956 R&D/Flex 8.40 133,647 100%
280 Duffy Avenue Hicksville, NY 1956 Light Industrial 2.60 49,200 100%
575 Underhill Boulevard Syosset, NY 1967 R&D/Flex 16.60 234,427 100%
5 Sidney Court Lindenhurst, NY 1962 Light Industrial 1.70 29,300 100%
7 Sidney Court Lindenhurst, NY 1964 Light Industrial 5.10 34,000 100%
450 Commack Road Deer Park, NY 1964 Light Industrial 5.10 60,005 100%
99 Layfayette Drive Syosset, NY 1964 Bulk Warehouse 10.90 219,954 100%
65 East Bethpage Road Plainview, NY 1960 Light Industrial 1.40 25,401 100%
171 Milbar Boulevard Farmingdale, NY 1961 Reg. Warehouse 2.30 62,265 84%
95 Horseblock Road Yaphank, NY 1971 Bulk Warehouse 20.00 180,906 79%
151-171 East 2nd Street Huntington, NY 1968 Light Industrial 2.70 44,155 74%
171-175 East 2nd Street Huntington, NY 1969 Light Industrial 2.60 42,374 100%
35 Bloomingdale Road Hicksville, NY 1962 Light Industrial 1.40 31,950 100%
15-39 Tec Street Hicksville, NY 1965 Light Industrial 1.10 17,350 100%
100 Tec Street Hicksville, NY 1965 Light Industrial 1.20 25,000 100%
51-89 Tec Street Hicksville, NY 1965 Light Industrial 1.20 21,741 100%
502 Old Country Road Hicksville, NY 1965 Light Industrial 0.50 10,000 100%
80-98 Tec Street Hicksville, NY 1965 Light Industrial 0.75 13,025 100%
201-233 Park Avenue Hicksville, NY 1962 Light Industrial 1.70 36,892 82%
One Fairchild Court Plainview, NY 1959 R&D/Flex 5.75 57,620 100%
79 Express Street Plainview, NY 1972 Light Industrial 4.70 71,126 100%
92 Central Avenue Farmingdale, NY 1961 Light Industrial 4.70 70,231 100%
160 Engineers Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100%
260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,580 100%
87-119 Engineers Drive (j) Hicksville, NY 1966 Light Industrial 1.70 36,400 100%
950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,889 91%
290 Duffy Avenue Hicksville, NY (c) 1974 Light Industrial 3.00 55,050 100%
185 Price Parkway Farmingdale, NY 1969 Bulk Warehouse 6.40 100,000 100%
62 Alpha Plaza Hicksville, NY 1968 Light Industrial 2.64 34,600 100%
90 Alpha Plaza Hicksville, NY 1969 Light Industrial 1.36 34,175 100%
325 Duffy Avenue Hicksville, NY 1970 Light Industrial 6.64 100,000 0%
600 West John Street Hicksville, NY 1955 Light Industrial 9.00 210,841 84%
939 Motor Parkway Hauppauge, NY 1977 Light Industrial 1.50 21,900 100%
200 13th Avenue Ronkonkoma, NY 1979 Light Industrial 4.70 72,089 99%
100 13th Avenue Ronkonkoma, NY 1979 Manufacturing 4.14 62,898 100%
1 Comac Loop Ronkonkoma, NY 1980 Light Industrial 5.18 63,853 82%
80 13th Avenue Ronkonkoma, NY 1983 Light Industrial 6.22 87,102 100%
90 13th Avenue Ronkonkoma, NY 1982 Light Industrial 6.95 104,313 100%
33 Comac Loop Ronkonkoma, NY 1983 Light Industrial 5.37 71,904 90%
101-125 Comac Street Ronkonkoma, NY 1985 Light Industrial 8.42 99,539 95%
360 Smith Street Farmingdale, NY 1965 Light Industrial 3.00 60,000 100%
700 Dibblee Drive Garden City, NY 1965 Bulk Warehouse 12.24 325,000 100%
49 Mall Drive Hauppauge, NY 1986 Light Industrial 10.50 99,600 100%
275 Marcus Boulevard Hauppage, NY 1985 Light Industrial 5.00 52,329 71%
---------- ------
SUBTOTAL OR AVERAGE 3,961,494 94%
---------- ------
LOUISVILLE
- ----------
9001 Cane Run Road Louisville, KY 1998 Bulk Warehouse 39.60 212,500 100%
---------- ------
SUBTOTAL OR AVERAGE 212,500 100%
---------- ------
MILWAUKEE
- ---------
6523 N. Sydney Place Glendale, WI 1978 Light Industrial 4.00 43,440 100%
8800 W. Bradley Milwaukee, WI 1982 Light Industrial 8.00 77,621 100%
1435 North 113th Street Wauwatosa, WI 1993 Light Industrial 4.69 51,950 100%
11217-43 W. Becher Street West Allis, WI 1979 Light Industrial 1.74 29,099 100%
2152 S. 114th Street West Allis, WI 1980 Light Industrial 3.30 63,680 84%
4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,000 100%
12221 West Feerick Street Wauwatosa, WI 1971 Reg. Warehouse 1.90 39,800 100%
---------- ------
SUBTOTAL OR AVERAGE 330,590 97%
---------- ------
</TABLE>
21
<PAGE> 23
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
MINNEAPOLIS/ST. PAUL
- --------------------
6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 95%
1275 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,675 100%
1279 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,792 100%
2815 Eagandale Boulevard Eagan, MN 1990 Light Industrial 2.20 29,106 100%
6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100%
6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,322 84%
6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,625 100%
6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 91%
7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,250 100%
7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,297 100%
7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 252,978 100%
7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 73,855 95%
7900 Main Street Northeast Fridley, MN 1973 Manufacturing 6.09 97,020 100%
7901 Beech Street Northeast Fridley, MN 1975 Manufacturing 6.07 97,020 100%
9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 150,000 100%
11201 Hampshire Avenue South Bloomington, MN 1986 Manufacturing 5.90 60,480 100%
12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 6%
12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,465 100%
12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,607 78%
305 2nd Street Northwest New Brighton, MN 1991 Light Industrial 5.43 62,293 99%
980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 71%
990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,608 93%
1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 100%
1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 79%
5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 100%
6464 Sycamore Court Maple Grove, MN 1990 Manufacturing 6.40 79,702 100%
10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 57,798 100%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,816 76%
7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,125 96%
2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,769 100%
12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100%
73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 100%
1905 W. Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 100%
2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 100%
10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 100%
4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 100%
11300 Hampshire Ave. South Bloomington, MN 1983 Bulk Warehouse 9.94 145,210 72%
375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 251,968 87%
5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 97,770 95%
6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 83,189 95%
7100-7190 Shady Oak Road (k) Eden Prairie, MN 1982 Light Industrial 14.44 187,777 100%
7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,200 100%
7550-7558 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100%
5240-5300 Valley Industrial Shakopee, MN 1973 Light Industrial 9.06 80,000 74%
Blvd S
1565 First Avenue NW New Brighton, MN 1978 Manufacturing 8.87 112,083 100%
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 89,456 95%
1157 Valley Park Drive Shakopee, MN 1997 Bulk Warehouse 9.97 126,382 92%
500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 85,442 100%
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 75,933 84%
504 Malcolm Ave. SE Minneapolis, MN 1999 Bulk Warehouse 7.50 143,066 100%
553 North Fairview Minneapolis, MN 1999 Bulk Warehouse 10.75 124,800 100%
1150 Gateway Drive Shakopee, MN 1999 Bulk Warehouse 9.75 153,454 100%
---------- ------
SUBTOTAL OR AVERAGE 5,001,349 95%
---------- ------
NASHVILLE
- ---------
417 Harding Industrial Drive Nashville, TN 1972 Bulk Warehouse 13.70 207,440 100%
3099 Barry Drive Portland, TN 1995 Manufacturing 6.20 109,058 100%
3150 Barry Drive Portland, TN 1993 Bulk Warehouse 26.32 268,253 100%
5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 100%
1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 98%
1821 Air Lane Drive Nashville, TN 1984 Light Industrial 2.54 25,300 100%
1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100%
1920 Air Lane Drive Nashville, TN 1985 Light Industrial 3.19 49,922 100%
1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 100%
470 Metroplex Drive (j) Nashville, TN 1986 Light Industrial 8.11 102,040 96%
1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 100%
1630 Corporate Place La Vergne, TN 1973 Bulk Warehouse 7.60 122,000 100%
4640 Cummings Park Nashville, TN 1986 Bulk Warehouse 14.69 100,000 100%
---------- ------
SUBTOTAL OR AVERAGE 1,448,367 100%
---------- ------
</TABLE>
22
<PAGE> 24
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
NORTHERN NEW JERSEY
- -------------------
60 Ethel Road West Piscataway, NJ 1982 Light Industrial 3.93 42,802 100%
70 Ethel Road West Piscataway, NJ 1979 Light Industrial 3.78 61,500 100%
105 Neptune Boulevard Neptune, NJ 1989 Light Industrial 10.00 20,440 97%
140 Hanover Avenue Hanover, NJ 1964/1988 R&D/Flex 2.95 24,905 100%
601-629 Montrose Avenue South Plainfield, NJ 1974 Light Industrial 5.83 75,000 100%
3 Marlen Hamilton, NJ 1981 Light Industrial 1.11 13,174 100%
5 Marlen Hamilton, NJ 1981 Light Industrial 1.56 21,000 63%
7 Marlen Hamilton, NJ 1982 Light Industrial 2.05 28,400 67%
8 Marlen Hamilton, NJ 1982 Reg. Warehouse 4.36 60,001 100%
15 Marlen Hamilton, NJ 1982 Light Industrial 1.19 13,562 100%
17 Marlen Hamilton, NJ 1981 Light Industrial 1.32 20,030 50%
1 South Gold Drive Hamilton, NJ 1973 Light Industrial 1.50 20,009 95%
5 South Gold Drive Hamilton, NJ 1974 Light Industrial 1.97 24,000 100%
6 South Gold Drive Hamilton, NJ 1975 Light Industrial 1.00 13,580 100%
7 South Gold Drive Hamilton, NJ 1976 Light Industrial 1.00 10,219 50%
8 South Gold Drive Hamilton, NJ 1977 Light Industrial 1.14 16,907 100%
9 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.00 13,583 100%
11 South Gold Drive Hamilton, NJ 1979 Light Industrial 1.97 33,114 100%
12 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.29 20,240 100%
9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 100%
11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 73%
15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100%
17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100%
220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100%
244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,000 54%
30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,500 100%
15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100%
20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100%
25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,800 92%
130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100%
150 Algonquin Parkway Hanover, NJ 1973 Light Industrial 2.47 17,531 100%
55 Locust Avenue Roseland, NJ 1980 Reg. Warehouse 13.63 79,750 100%
31 West Forest Street (j) Englewood, NJ 1978 Light Industrial 6.00 110,000 93%
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%
16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100%
18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 12,809 100%
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 96%
49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,500 100%
50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100%
22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 80%
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%
12 Wright Way Oakland, NJ 1981 Reg. Warehouse 6.52 100%
52,402
---------- ------
SUBTOTAL OR AVERAGE 1,659,313 95%
---------- ------
NEW ORLEANS
- -----------
520-524 Elmwood Park Blvd.(j) Jefferson, LA 1986 Light Industrial 5.32 102,209 96%
125 Mallard St. St. Rose, LA (e) 1984 R&D/Flex 1.38 23,436 86%
107 Mallard St. Rose, LA (e) 1985 Light Industrial 1.48 23,436 100%
125 James Drive West St. Rose, LA (e) 1990 Light Industrial 3.30 38,692 100%
161 James Drive West St. Rose, LA 1986 Light Industrial 2.80 47,474 55%
150 James Drive East St. Rose, LA 1986 Light Industrial 3.60 49,275 87%
115 James Drive West St. Rose, LA (e) 1986 Light Industrial 2.07 21,408 100%
100 James Drive St. Rose, LA (e) 1980 R&D/Flex 6.66 43,055 100%
143 Mallard St. St. Rose, LA (e) 1982 Light Industrial 1.48 23,436 100%
160 James Drive East St. Rose, LA (e) 1981 R&D/Flex 3.66 25,772 100%
190 James Drive East St. Rose, LA (e) 1987 Light Industrial 4.47 36,357 100%
120 Mallard St. St. Rose, LA (e) 1981 R&D/Flex 3.41 53,520 94%
110 James Drive West St. Rose, LA (e) 1983 R&D/Flex 1.57 24,018 93%
150 Canvasback Drive St. Rose, LA 1986 Reg. Warehouse 2.80 40,500 100%
---------- -------
SUBTOTAL OR AVERAGE 552,588 93%
---------- -------
PHOENIX
- -------
7340 South Kyrene Road Tempe, AZ 1996 Reg. Warehouse 7.20 63,720 100%
7350 South Kyrene Road Tempe, AZ 1996 Reg. Warehouse 5.36 99,384 100%
7360 South Kyrene Road Tempe, AZ 1996 R&D/Flex 5.42 99,418 100%
7343 South Hardy Drive Tempe, AZ 1997 Bulk Warehouse 7.84 174,854 100%
7333 South Hardy Drive Tempe, AZ 1997 Reg. Warehouse 7.90 98,052 100%
1045 South Edward Drive Tempe, AZ 1976 Light Industrial 2.12 38,560 100%
---------- -------
SUBTOTAL OR AVERAGE 573,988 100%
---------- -------
</TABLE>
23
<PAGE> 25
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
PORTLAND
- --------
5687 International Way (l) Milwaukee, OR (i) 1974 Light Industrial 3.71 52,080 68%
5795 SW Jean Road (k) Lake Oswego, OR 1985 Light Industrial 3.02 37,352 97%
12130 NE Ainsworth Circle(j) Portland, OR 1986 R&D/Flex 4.39 53,021 77%
5509 NW 122nd Ave (j) Milwaukee, OR (h) 1995 Light Industrial 2.51 26,850 100%
6105-6113 NE 92nd Avenue(l) Portland, OR 1978 Light Industrial 7.42 132,800 100%
8727 NE Marx Drive (k) Portland, OR 1987 Light Industrial 6.59 111,000 68%
3910 SW 170th Avenue Portland, OR 1987 Light Industrial 1.28 20,500 100%
3388 SE 20th Street Portland, OR 1981 Light Industrial 0.25 11,810 100%
5962-5964 NE 87th Avenue Portland, OR 1979 Light Industrial 1.28 14,000 100%
116 SE Yamhill Portland, OR 1974 Light Industrial 0.28 7,500 100%
9106 NE Marx Drive Portland, OR 1969 Light Industrial 0.53 7,500 100%
11620 NE Ainsworth Circle Portland, OR 1992 Light Industrial 1.55 10,000 100%
11824 NE Ainsworth Circle Portland, OR 1992 Light Industrial 2.13 20,812 100%
12124 NE Ainsworth Circle Portland, OR 1984 Light Industrial 2.52 29,040 100%
2715 SE Raymond Portland, OR 1971 Light Industrial 1.28 35,000 100%
1645 NE 72nd Avenue Portland, OR 1972 Light Industrial 0.73 21,600 100%
1630 SE 8th Avenue Portland, OR 1968 Light Industrial 0.92 5,000 100%
9044 NE Marx Drive Portland, OR 1986 Light Industrial 0.35 19,500 100%
2443 SE 4th Avenue Portland, OR 1964 Light Industrial 0.76 27,128 100%
711 SE Stark Street Portland, OR 1972 Light Industrial 0.23 8,000 100%
11632 NE Ainsworth Circle Portland, OR 1990 Light Industrial 9.63 124,610 98%
NE 138th & Airport Way Portland, OR 1990 Light Industrial 12.91 49,624 100%
14699 NE Airport Way Portland, OR 1998 Light Industrial 4.75 20,000 100%
---------- -------
SUBTOTAL OR AVERAGE 844,727 92%
---------- -------
SALT LAKE CITY
- --------------
2255 South 300 West (o) Salt Lake City, UT 1980 Light Industrial 4.56 103,018 100%
512 Lawndale Drive (p) Salt Lake City, UT 1981 Light Industrial 35.00 395,291 88%
1270 West 2320 South West Valley, UT 1986 R&D/Flex 1.49 13,025 77%
1275 West 2240 South West Valley, UT 1986 R&D/Flex 2.06 38,227 100%
1288 West 2240 South West Valley, UT 1986 R&D/Flex 0.97 13,300 76%
2235 South 1300 West West Valley, UT 1986 Light Industrial 1.22 19,000 54%
1293 West 2200 South West Valley, UT 1986 R&D/Flex 0.86 13,300 45%
1279 West 2200 South West Valley, UT 1986 R&D/Flex 0.91 13,300 100%
1272 West 2240 South West Valley, UT 1986 Light Industrial 3.07 34,870 100%
1149 West 2240 South West Valley, UT 1986 Light Industrial 1.71 21,250 100%
1142 West 2320 South West Valley, UT 1987 Light Industrial 1.52 17,500 55%
---------- -------
SUBTOTAL OR AVERAGE 682,081 89%
---------- -------
SOUTHERN NEW JERSEY
- -------------------
2-5 North Olnev Ave. Cherry Hill, NJ 1963 Light Industrial 2.10 58,139 100%
2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 92%
4 Springdale Road (j) Cherry Hill, NJ 1963 Light Industrial 3.02 58,189 66%
6 Springdale Road Cherry Hill, NJ 1964 Light Industrial 1.44 23,037 100%
8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 100%
12 Springdale Road Cherry Hill, NJ 1965 Light Industrial 3.40 49,259 100%
1 Esterbrook Lane Cherry Hill, NJ 1965 Light Industrial 1.71 8,610 100%
16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 91%
5 Esterbrook Lane Cherry Hill, NJ 1966 Reg. Warehouse 5.45 39,167 100%
2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100%
6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100%
3 Computer Drive Cherry Hill, NJ 1966 Bulk Warehouse 11.40 181,000 100%
19 Perina Blvd. Cherry Hill, NJ 1966 Light Industrial 4.00 30,000 100%
28 Springdale Road Cherry Hill, NJ 1967 Light Industrial 2.93 38,949 100%
3 Esterbrook Lane Cherry Hill, NJ 1968 Light Industrial 2.15 32,844 100%
4 Esterbrook Lane Cherry Hill, NJ 1969 Light Industrial 3.42 39,266 100%
26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 31,652 100%
1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 90%
1919 Springdale Road Cherry Hill, NJ 1970 Light Industrial 5.13 49,300 100%
21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100%
19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 55%
2 Keystone Ave. Cherry Hill, NJ 1970 Light Industrial 3.47 50,922 100%
18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100%
22 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 100%
1998 Springdale Road Cherry Hill, NJ 1971 Light Industrial 0.95 14,000 100%
55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 100%
57 Carnegie Drive Cherry Hill, NJ 1987 Bulk Warehouse 13.70 142,750 100%
---------- -------
SUBTOTAL OR AVERAGE 1,426,113 96%
---------- -------
ST. LOUIS
- ---------
2121 Chapin Industrial Drive Vinita Park, MO 1969/87 Bulk Warehouse 23.40 281,105 100%
1200 Andes Boulevard Olivette, MO 1967 Light Industrial 2.77 66,601 100%
1248 Andes Boulevard Olivette, MO 1967 Light Industrial 3.15 60,708 100%
1208-1226 Ambassador Blvd. Olivette, MO 1966 Light Industrial 2.11 49,600 100%
1503-1525 Fairview Industrial Olivette, MO 1967 Light Industrial 2.18 46,481 100%
2462-2470 Schuetz Road St. Louis, MO 1965 Light Industrial 2.28 43,868 100%
</TABLE>
24
<PAGE> 26
<TABLE>
<CAPTION>
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/99
---------------- ---------- ------------ --------- ------------- ------- --- --------
<S> <C> <C> <C> <C> <C> <C>
ST. LOUIS (CONT.)
- -----------------
10431-10449 Midwest Olivette, MO 1967 Light Industrial 2.40 55,125 99%
Industrial
10751 Midwest Industrial Blvd. Olivette, MO 1965 Light Industrial 1.70 44,100 100%
11652-11666 Fairgrove Industrial St. Louis, MO 1966 Light Industrial 1.92 31,500 100%
11674-11688 Fairgrove Industrial St. Louis, MO 1967 Light Industrial 1.53 31,500 100%
2337 Centerline Drive Maryland Heights, MO 1967 Light Industrial 3.46 75,600 100%
6951 N. Hanley (j) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,614 100%
4560 Anglum Road Hazelwood, MO 1970 Light Industrial 2.60 35,114 100%
2760 South 1st Street St. Louis, MO 1997 Bulk Warehouse 11.00 178,800 100%
---------- -------
SUBTOTAL OR AVERAGE 1,129,716 100%
---------- -------
TAMPA
- -----
6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100%
202 Kelsey Tampa, FL 1989 Bulk Warehouse 6.30 112,000 0%
6202 Benjamin Road Tampa, FL 1981 R&D/Flex 2.04 29,845 100%
6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 100%
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 87%
6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 100%
6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,336 86%
6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 100%
5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100%
5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 100%
5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 70%
5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100%
5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 100%
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%
4410 East Adamo Drive Tampa, FL 1990 Bulk Warehouse 5.60 101,744 74%
4420 East Adamo Drive Tampa, FL 1990 Reg. Warehouse 1.40 26,650 100%
4430 East Adamo Drive Tampa, FL 1987 Reg. Warehouse 3.75 64,551 100%
4440 East Adamo Drive Tampa, FL 1988 Reg. Warehouse 3.75 64,800 100%
4450 East Adamo Drive Tampa, FL 1969 Reg. Warehouse 4.00 46,462 100%
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 32,424 100%
5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100%
5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 100%
5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100%
5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 100%
5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100%
5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 88%
4107 North Himes Avenue Tampa, FL 1990 R&D/Flex 1.86 25,436 96%
5461 W. Waters Avenue Tampa, FL 1998 Light Industrial 1.84 21,778 100%
10040 18th Street North Tampa, FL 1998 Reg. Warehouse 5.15 82,469 76%
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%
6702-6712 Benjamin Road (n) Tampa, FL 1982 Light Industrial 9.20 107,670 87%
---------- -------
SUBTOTAL OR AVERAGE 1,412,935 86%
---------- -------
OTHER
- -----
2800 Airport Road (m) Denton, TX 1968 Manufacturing 29.91 222,403 100%
3501 Maple Street Abilene, TX 1980 Manufacturing 34.42 123,700 100%
4200 West Harry Street (k) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100%
Industrial Park No. 2 West Lebanon, NH 1968 Bulk Warehouse 10.27 156,200 100%
931 Discovery Road Green Bay, WI 1997 Light Industrial 4.22 25,254 100%
2675 Valley View Drive Shreveport, LA 1997 Bulk Warehouse 12.00 250,000 100%
300 10th Street NW Clarion, IA 1997 Bulk Warehouse 8.63 126,900 100%
6601 S. 33rd Street McAllen, TX 1975 Reg. Warehouse 3.31 50,000 100%
---------- -------
SUBTOTAL OR AVERAGE 1,132,112 100%
---------- -------
TOTAL 54,788,585 96%
========== =======
</TABLE>
(a) These properties collateralize a $34.6 million mortgage loan which matures
on April 1, 2003.
(b) These properties collateralize a $8.3 million mortgage loan which matures on
January 1, 2013.
(c) This property collateralizes a $.7 million mortgage loan which maturity is
based upon a contingent event related to the environmental status of the
property.
(d) This property collateralizes a $3.6 million mortgage loan which matures on
August 1, 2008.
(e) These properties collateralize a $7.6 million mortgage loan which matures on
April 1, 2006.
(f) These properties collateralize a $3.4 million mortgage loan which matures on
June 1, 2003.
(g) This property collateralizes a $2.4 million mortgage loan which matures on
October 1, 2006.
(h) These properties collateralize a $.9 million mortgage loan which matures on
November 1, 2006.
(i) These properties collateralize a $1.3 million mortgage loan which matures on
March 15, 2002.
(j) Comprised of two properties.
(k) Comprised of three properties.
(l) Comprised of four properties.
(m) Comprised of five properties.
(n) Comprised of six properties.
(o) Comprised of seven properties.
(p) Comprised of 29 properties.
25
<PAGE> 27
TENANT AND LEASE INFORMATION
The Consolidated Operating Partnership has a diverse base of
approximately 2,700 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 five years and provide for
periodic rental increases that are either fixed or based on changes in the
Consumer Price Index. Industrial tenants typically have net or semi-net leases
and pay as additional rent their percentage of the property's operating costs,
including the costs of common area maintenance, property taxes and insurance. As
of December 31, 1999, approximately 96% of the GLA of the Consolidated Operating
Partnership's properties was leased, and no single tenant or group of related
tenants accounted for more than 1.3% of the Consolidated Operating Partnership's
rent revenues, nor did any single tenant or group of related tenants occupy more
than 1.3%, of the Consolidated Operating Partnership's total GLA as of December
31, 1999.
The following table shows scheduled lease expirations for all leases for
the Consolidated Operating Partnership's properties as of December 31, 1999.
<TABLE>
<CAPTION>
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)
- -------------- ---------- ------------- -------------- ------------------- ---------------------
<S> <C> <C> <C> <C> <C>
2000 781 11,453,304 22.0% $ 49,376 20.4%
2001 598 9,364,558 17.9% 43,837 18.1%
2002 569 9,164,477 17.5% 41,745 17.2%
2003 351 6,198,095 11.8% 31,475 13.0%
2004 271 6,149,137 11.7% 27,688 11.4%
2005 76 2,383,855 4.6% 12,659 5.2%
2006 54 2,015,744 3.9% 9,595 4.0%
2007 32 2,379,725 4.5% 9,767 4.0%
2008 26 1,050,220 2.0% 5,326 2.2%
2009 27 1,067,580 2.0% 5,190 2.1%
Thereafter 21 1,119,023 2.1% 5,815 2.4%
------------ -------------- --------------- ------------------- ---------------------
Total 2,806 52,345,718 100.0% $ 242,473 100.0%
============ ============== =============== =================== =====================
</TABLE>
(1) Lease expirations as of December 31, 1999 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 2,442,867 aggregate square feet.
The Other Real Estate Partnerships have a diverse base of more than 200
tenants engaged in a wide variety of businesses including manufacturing, retail,
wholesale trade, distribution and professional services. Most leases have an
initial term of between three and five years and provide for periodic rental
increases that are either fixed or based on changes in the Consumer Price Index.
Industrial tenants typically have net or semi-net leases and pay as additional
rent their percentage of the property's operating costs, including the costs of
common area maintenance, property taxes and insurance. As of December 31, 1999,
approximately 96% of the GLA of the Other Real Estate Partnerships' properties
was leased, and no single tenant or group of related tenants accounted for more
than 6.2% of the Other Real Estate Partnerships' rent revenues, nor did any
single tenant or group of related tenants occupy more than 7.4%, of the Other
Real Estate Partnerships' total GLA as of December 31, 1999.
26
<PAGE> 28
The following table shows scheduled lease expirations for all leases for
the Other Real Estate Partnerships' properties as of December 31, 1999.
<TABLE>
<CAPTION>
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)
- -------------- ---------- ------------- -------------- ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
2000 60 1,861,771 15.9% $ 7,427 16.7%
2001 37 2,134,635 18.3% 7,311 16.3%
2002 33 1,379,350 11.8% 5,201 11.6%
2003 25 1,130,143 9.7% 5,194 11.6%
2004 34 1,846,495 15.8% 6,640 14.8%
2005 7 499,393 4.3% 2,395 5.4%
2006 4 192,528 1.6% 859 1.9%
2007 3 143,951 1.2% 383 0.9%
2008 5 1,124,186 9.6% 4,116 9.2%
2009 2 910,000 7.8% 2,985 6.7%
Thereafter 5 469,081 4.0% 2,208 4.9%
--------- ------------ ------------ ------------------ ---------------------
Total 215 11,691,533 100.0% $ 44,719 100.0%
========= ============ ============ ================== =====================
- --------------
</TABLE>
(1) Lease expirations as of December 31, 1999 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 549,017 aggregate square feet.
ITEM 3. LEGAL PROCEEDINGS
The Consolidated Operating Partnership is involved in legal proceedings
arising in the ordinary course of business. All such proceedings, taken
together, are not expected to have a material impact on the results of
operations, financial position or liquidity of the Consolidated Operating
Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
27
<PAGE> 29
PART II
ITEM 5. MARKET FOR REGISTRANT'S PARTNERS' CAPITAL AND RELATED PARTNER MATTERS
There is no established public trading market for the general partner
and limited partner units and the Preferred Units. As of March 17, 2000, there
were 376 holders of record of general partner and limited partner units
("Units") and one holder of record (the Company) of Preferred Units.
Beginning with the third quarter of 1994, the Operating Partnership has
made consecutive quarterly distributions to its partners with respect to general
partner and limited partner units since the initial public offering of the
Company in June 1994. The Operating Partnership has made consecutive quarterly
distributions to the Company with respect to Preferred Units since the issuance
of each such Preferred Units. The current indicated annual distribution rate
with respect to general partner and limited partner units is $2.48 per unit
($.62 per Unit per quarter). The annual distribution rate with respect to
Preferred Units is $218.75000 per Series B Preferred Unit ($54.68750 per Series
B Preferred Unit per quarter), $215.624000 per Series C Preferred Unit
($53.90600 per Series C Preferred Unit per quarter), $198.75000 per
Series D Preferred Unit ($49.68750 per Series D Preferred Unit per quarter)
and $197.50000 per Series E Preferred Unit ($49.375000 per Series E Preferred
Unit per quarter). The Operating Partnership's ability to make distributions
depends on a number of factors, including its net cash provided by operating
activities, capital commitments and debt repayment schedules. Holders of general
partner and limited partner units are entitled to receive distributions when, as
and if declared by the Board of Directors of the Company, its general partner,
after the priority distributions required under the Operating Partnership's
partnership agreement have been made with respect to Preferred Units, out of any
funds legally available for that purpose.
The following table sets forth the distributions per Unit paid or
declared by the Operating Partnership during the periods noted:
Calendar Period Distribution
1999:
Fourth Quarter................................. $.6200
Third Quarter.................................. $.6000
Second Quarter................................. $.6000
First Quarter.................................. $.6000
1998:
Fourth Quarter................................. $.6000
Third Quarter.................................. $.5300
Second Quarter................................. $.5300
First Quarter.................................. $.5300
In 1997, the Operating Partnership issued an aggregate of 3,634,148
Units having an aggregate value of $115.2 million in exchange for property. In
1998, the Operating Partnership issued an aggregate of 1,515,983 Units having an
aggregate value of $49.4 million in exchange for property. In 1999, the
Operating Partnership issued an aggregate of 173,070 Units having an aggregate
value of $4.3 million in exchange for property.
All of the above Units were issued in private placements in reliance on
Section 4 (2) of the Securities Act of 1933, as amended, including Regulation D
promulgated thereunder, to individuals or entities holding real property or
interests therein. No underwriters were used in connection with such issuances.
Subject to lock-up periods and certain adjustments, Units are generally
convertible into common stock, par value $.01, of the Company on a one-for-one
basis.
28
<PAGE> 30
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial and operating data for the
Consolidated Operating Partnership on a historical basis. The following data
should be read in conjunction with the financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K. The historical statements of
operations for the years ended December 31, 1999, 1998, 1997, 1996 and 1995
include the results of operations of the Consolidated Operating Partnership as
derived from the Consolidated Operating Partnership's audited financial
statements. The historical balance sheet data and other data as of December 31,
1999, 1998, 1997, 1996 and 1995 include the balances of the Consolidated
Operating Partnership as derived from the Consolidated Operating Partnership's
audited financial statements. In the opinion of management, the selected
financial data includes all adjustments necessary to present fairly the
information set forth therein.
29
<PAGE> 31
<TABLE>
<CAPTION>
===================================================================================================================
- ------------------------------------ -------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
- ------------------------------------ ----------- ------------ ------------ ------------ -------------
(IN THOUSANDS, EXCEPT PER UNIT, RATIO AND PROPERTY DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total Revenues..................... $ 314,365 $ 293,386 $ 98,566 $ 37,587 $ 27,442
Property Expenses.................. (85,326) (85,773) (29,183) (9,935) (7,478)
General & Administrative Expense... (12,961) (12,919) (5,820) (4,014) (3,792)
Interest Expense................... (76,799) (68,862) (25,099) (4,685) (6,581)
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Cost......... (1,295) (851) (369) (196) (222)
Depreciation & Other Amortization.. (57,927) (54,209) (15,873) (6,310) (5,087)
Equity in Income of Other Real
Estate Partnerships............ 45,714 27,583 31,297 20,130 7,841
Equity in Income of Joint
Ventures....................... 302 45 --- --- ---
Disposition of Interest Rate
Protection Agreements(a)....... --- (8,475) 4,038 --- ---
Restructuring Charge(b)........... --- (6,858) --- --- ---
Gain on Sales of Properties....... 11,904 2,931 728 4,344 ---
---------- ---------- ---------- -------- --------
Income Before Extraordinary
Loss and Cumulative Effect of
Change in Accounting
Principle.................... 137,977 85,998 58,285 36,921 12,123
Extraordinary Loss(c)............. --- --- (4,666) (2,273) ---
Cumulative Effect of Change in
Accounting Principle(d)......... --- (719) --- --- ---
---------- ---------- ---------- -------- --------
Net Income........................ 137,977 85,279 53,619 34,648 12,123
Preferred Unit Distributions...... (28,924) (26,691) (7,936) --- ---
---------- ---------- ---------- -------- --------
Net Income Available to
Unitholders.................... $ 109,053 $ 58,588 $ 45,683 $ 34,648 $ 12,123
========== ========== ========== ======== ========
Net Income Available to Unitholders
Before Extraordinary Loss and
Cumulative Effect of Change in
Accounting Principle Per Unit:
Basic....................... $ 2.41 $ 1.34 $ 1.41 $ 1.38 $ .59
========== ========== ========== ======== ========
Diluted..................... $ 2.40 $ 1.34 $ 1.40 $ 1.38 $ .59
========== ========== ========== ======== ========
Net Income Available to Unitholders
Per Unit:
Basic....................... $ 2.41 $ 1.33 $ 1.28 $ 1.29 $ .59
========== ========== ========== ======== ========
Diluted..................... $ 2.40 $ 1.32 $ 1.27 $ 1.29 $ .59
========== ========== ========== ======== ========
Distributions Per Unit........... $ 2.42 $ 2.19 $ 2.045 $ 1.9675 $ 1.905
========== ========== ========== ======== ========
Weighted Average Number of Units
Outstanding:
Basic...................... 45,271 44,100 35,682 26,763 20,419
========== ========== ========== ======== ========
Diluted.................... 45,373 44,283 35,987 26,849 20,419
========== ========== ========== ======== ========
BALANCE SHEET DATA (END OF PERIOD):
Net Investment in Real Estate.... $1,952,141 $1,988,030 $1,178,741 $345,648 $ 91,540
Investment in Other Real Estate
Partnerships................... 380,774 368,364 643,621 258,411 241,918
Total Assets..................... 2,443,987 2,470,661 1,870,183 622,122 356,060
Mortgage Loans, Acquisition
Facilities Payable, Senior
Unsecured Debt and Construction
Loans Payable.................. 1,105,747 1,149,460 839,592 59,897 53,108
Total Liabilities................ 1,228,637 1,261,102 904,006 86,890 69,291
Partners' Capital................ 1,215,350 1,209,559 966,177 535,232 286,769
OTHER DATA:
Cash Flows From Operating
Activities..................... $ 183,533 $ 147,902 $ 62,057 $ 18,871 $ 4,182
Cash Flows From Investing
Activities..................... (15,798) (538,395) (1,084,002) (202,673) (40,906)
Cash Flows From Financing
Activities..................... (181,659) 399,444 1,022,645 181,604 43,182
Ratio of Earnings to Fixed Charges
and Preferred Unit
Distributions(e)............... 1.81x 1.68x 2.29x 6.96x 2.68x
Total Properties(f).............. 868 886 521 137 30
Total GLA in sq. ft (f).......... 54,788,585 57,403,413 34,259,042 12,650,986 3,488,921
Occupancy %(f)................... 96% 95% 94% 97% 97%
=================================================================================================================
</TABLE>
30
<PAGE> 32
(a) On July 1, 1995, the Consolidated Operating Partnership, through the
Operating Partnership, entered into interest rate swap agreements (the
"1995 Interest Rate Protection Agreements") with a notional value of $300.0
million, which, together with the interest rate protection agreements the
Financing Partnership owned, effectively fixed the annual interest rate on
the Financing Partnership's $300.0 million mortgage loan at 6.97% for six
years through June 30, 2001. On May 16, 1997, the Consolidated Operating
Partnership, through the Operating Partnership, sold the 1995 Interest Rate
Protection Agreements resulting in a gain of approximately $4.0 million.
The $8.5 million loss on disposition of interest rate protection agreements
for the year ended December 31, 1998 represents the Consolidated Operating
Partnership's, through the Operating Partnership, settlement of its
remaining interest rate protection agreement that was scheduled to expire
on January 4, 1999. This agreement was entered into in December 1997 in
anticipation of 1998 senior unsecured debt offerings. Due to the changing
market conditions and the Consolidated Operating Partnership's expectation
that it would not issue debt securities associated with the interest rate
protection agreement, the Consolidated Operating Partnership, through the
Operating Partnership, settled its position in the interest rate protection
agreement.
(b) Represents a restructuring charge relating to severance costs, of which
approximately $1.2 million is non-cash relating to immediate vesting of
restricted units.
(c) In 1996, the Consolidated Operating Partnership, through the Operating
Partnership, terminated certain revolving credit facilities. The
Consolidated Operating Partnership recorded an extraordinary loss of $2.3
million which is comprised of the write-off of unamortized deferred
financing fees, legal costs and other expenses. In 1997, the Consolidated
Operating Partnership, through the Operating Partnership, terminated an
unsecured loan and a revolving credit facility. The Consolidated Operating
Partnership recorded an extraordinary loss of $4.7 million which is
comprised of the write-off of unamortized deferred financing fees, legal
costs and other expenses.
(d) In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP
98-5 requires that the net unamortized balance of all start-up costs and
organizational costs be written off as a cumulative effect of a change in
accounting principle and all future start-up costs and organizational costs
be expensed. Consistent with SOP 98-5, in the second quarter of 1998, the
Consolidated Operating Partnership has reported a cumulative effect of a
change in accounting principle in the amount of approximately $.7 million
to reflect the write-off of the unamortized balance of organizational costs
on the Consolidated Operating Partnership's balance sheet.
(e) For purposes of computing the ratios of earnings to fixed charges and
preferred unit distributions, earnings have been calculated by adding fixed
charges (excluding capitalized interest) to income before extraordinary
loss, cumulative effect of change in accounting principle, gain on sales of
properties, restructuring charge and disposition of interest rate
protection agreement. Fixed charges consist of interest costs, whether
expensed or capitalized, and amortization of interest rate protection
agreement and deferred financing costs.
(f) As of end of period and excludes properties under development.
31
<PAGE> 33
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 and Operating Data" and the Consolidated Financial Statements and
Notes thereto appearing elsewhere in this Form 10-K.
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 83.9% ownership interest at December 31, 1999. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 million.
The Company is a real estate investment trust ("REIT") as defined in the
Internal Revenue Code. The Company's operations are conducted primarily through
the Operating Partnership. The limited partners of the Operating Partnership
own, in the aggregate, approximately a 16.1% interest in the Operating
Partnership at December 31, 1999.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s"), owns a 95% economic interest in FR
Development Services, Inc., as well as at least a 99% limited partnership
interest (subject in one case as described below to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P.
(the "Securities Partnership"), First Industrial Mortgage Partnership, L.P.
(the "Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P.
(the "Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P.
(the "Harrisburg Partnership"), First Industrial Indianapolis, L.P.
(the "Indianapolis Partnership"), TK-SV, LTD., and First Industrial Development
Services, L.P. (together, the "Other Real Estate Partnerships"). The Operating
Partnership, through separate wholly-owned limited liability companies in which
it is the sole member, also owns 10% equity interests in, and provides asset and
property management services to, two joint ventures which invest in industrial
properties.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.
The financial statements of the Operating Partnership report the L.L.C.s
and FR Development Services, Inc. on a consolidated basis (hereinafter defined
as the "Consolidated Operating Partnership") and the Other Real Estate
Partnerships and two joint ventures are accounted for under the equity method of
accounting. The minority ownership interest in FR Development Services, Inc. is
not reflected in the consolidated financial statements due to its immateriality.
Profits, losses and distributions of the Operating Partnership, the L.L.C. and
the Other Real Estate Partnerships are allocated to the general partner and the
limited partners, or members, as applicable, in accordance with the provisions
contained within the partnership agreements or operating agreements, as
applicable, of the Operating Partnership, the L.L.C.s and the Other Real Estate
Partnerships.
As of December 31, 1999, the Consolidated Operating Partnership owned
868 in-service industrial properties, containing an aggregate of approximately
54.8 million square feet of gross leasable area ("GLA"). On a combined basis, as
of December 31, 1999, the Other Real Estate Partnerships owned 99 in-service
industrial properties, containing an aggregate of approximately 12.2 million
square feet of GLA. Of the 99 industrial properties owned by the Other Real
Estate Partnerships at December 31, 1999, 19 are held by the Financing
Partnership, 20 are held by the Securities Partnership, 23 are held by the
Mortgage Partnership, 23 are held by the Pennsylvania Partnership, six are held
by the Harrisburg Partnership, six are held by the Indianapolis Partnership, one
is held by First Industrial Development Services, L.P. and one is held by TK-SV,
LTD.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998
At December 31, 1999, the Consolidated Operating Partnership owned 868
in-service properties with approximately 54.8 million square feet of GLA,
compared to 886 in-service properties with approximately 57.4 million square
feet of GLA at December 31, 1998. During 1999, the Consolidated Operating
Partnership acquired 16 in-service properties containing approximately 1.2
million square feet of GLA and one property under development, completed
development of 16 properties and expansion of one property totaling
approximately 2.4 million square feet of GLA and sold 44 in-service properties
totaling approximately 5.5 million square feet of GLA, one property under
development and several land parcels. The Consolidated Operating Partnership
also took two properties out of service that are under redevelopment, comprising
approximately .5 million square feet of GLA. In addition, during 1999,
the Operating Partnership contributed four industrial properties comprising
.2 million square feet of GLA to the Securities Partnership.
32
<PAGE> 34
Rental income and tenant recoveries and other income increased by
approximately $21.0 million or 7.2% due primarily to an increase in average GLA
for the year ended December 31, 1999 as compared to the year ended December 31,
1998 and an increase in same store revenue. Also, approximately $1.5 million of
this increase is due to additional acquisition, asset management and property
management fees received from a joint venture entered into in September 1998
with an institutional investor (the "September 1998 Joint Venture") and the
September 1999 Joint Venture (hereinafter defined) in fiscal year 1999. Revenues
from properties owned prior to January 1, 1999, increased by approximately $6.4
million or 2.9% due primarily to increased rental rates upon renewal or
replacement of tenant leases.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
decreased by approximately $.5 million or .5% due primarily to a decrease in
property management expense, offset by an increase in real estate taxes, repairs
and maintenance and other expense due to an increase in average GLA for the year
ended December 31, 1999 as compared to the year ended December 31, 1998.
The majority of the decrease in property management expense is due to a
decrease in the operational costs of the regional offices that manage the
Consolidated Operating Partnerships properties primarily due to a reduced
employee headcount. Expenses from properties owned prior to January 1, 1999
remained relatively unchanged.
General and administrative expense remained relatively unchanged.
Interest expense increased by approximately $7.9 million for the year
ended December 31, 1999 compared to the year ended December 31, 1998 due
primarily to a higher average debt balance outstanding resulting from the
issuance of senior unsecured debt to fund the acquisition and development of
additional properties, slightly offset by an increase in capitalized interest
for the year ended December 31, 1999 due to an increase in development
activities. The average debt balances outstanding for the years ended December
31, 1999 and 1998 were approximately $1.2 billion and $1.0 billion,
respectively.
Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of deferred financing costs relating to
the issuance of additional senior unsecured debt to fund the acquisition and
development of additional properties.
Depreciation and other amortization increased by approximately $3.7
million due primarily to the additional depreciation and amortization related to
the properties acquired or developed after December 31, 1997.
The $6.9 million restructuring charge for the year ended December 31,
1998 represents a charge in connection with the Consolidated Operating
Partnership's restructuring. The restructuring charge is comprised primarily of
severance costs, of which approximately $1.2 million is non-cash relating to
immediate vesting of restricted units.
Equity in income of Other Real Estate Partnerships increased by
approximately $18.1 million or 65.7% due primarily to an increase in gain on
sales of real estate for the year ended December 31, 1999 as compared to the
year ended December 31, 1998. Also, during the year ended December 31, 1998, the
Other Real Estate Partnerships recognized an expense of approximately $.9
million to write off the unamoritized balance of organizational costs due to the
adoption of Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" (discussed below). During the year ended December 31, 1999, the
Other Real Estate Partnerships sold 13 industrial properties and several land
parcels for a gain of approximately $17.9 million. During the year ended
December 31, 1998, the Other Real Estate Partnerships sold five industrial
properties and several land parcels for a gain of approximately $2.4 million.
Equity in income of joint ventures increased by approximately $.3
million for the year ended December 31, 1999 compared to the year ended December
31, 1998. This increase is due to a full year of operations of the September
1998 Joint Venture in 1999 as opposed to a partial year of operations in 1998
and the start up of the September 1999 Joint Venture (hereinafter defined).
The $8.5 million loss on disposition of interest rate protection
agreements for the year ended December 31, 1998 represents the Consolidated
Operating Partnership's, through the Operating Partnership, settlement of an
interest rate protection agreement which was scheduled to expire on January 4,
1999. This agreement was entered into in December 1997 in anticipation of 1998
senior unsecured debt offerings. Due to the changing market conditions and the
Consolidated Operating Partnership's expectation that it would not issue debt
securities associated with the interest rate protection agreement, the
Consolidated Operating Partnership, through the Operating Partnership, settled
its position in the interest rate protection agreement.
33
<PAGE> 35
The $11.9 million gain on sales of properties for the year ended
December 31, 1999 resulted from the sale of 44 industrial properties, one
property under development and several land parcels. Gross proceeds from these
sales were approximately $178.3 million. Approximately $4.8 million and $23.3
million of the gross proceeds from the sales of these properties was received
from the September 1998 Joint Venture and the Financing Partnership,
respectively (the Consolidated Operating Partnership sold two properties to the
September 1998 Joint Venture and two properties to the Financing Partnership, in
each case, at the Consolidated Operating Partnership's approximate net book
value).
The $2.9 million gain on sales of properties for the year ended December
31, 1998 resulted from the sale of 36 industrial properties and several parcels
of land. Gross proceeds from these sales were approximately $77.7 million.
The $.7 million cumulative effect of change in accounting principle for
the year ended December 31, 1998 is the result of the write off of the
unamoritized balance of organizational costs on the Consolidated Operating
Partnership's balance sheet due to the early adoption of Statement of Position
98-5 "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5
requires that the net unamoritized balance of all start-up costs and
organizational costs be written off as a cumulative effect of a change in
accounting principle and all future start-up costs and organizational costs be
expensed.
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997
At December 31, 1998, the Consolidated Operating Partnership owned 886
in-service properties containing approximately 57.4 million square feet of GLA,
compared to 521 in-service properties with approximately 34.2 million square
feet of GLA at December 31, 1997. During 1998, the Consolidated Operating
Partnership acquired 221 properties containing approximately 11.0 million square
feet of GLA, completed development of seven properties totaling 1.0 million
square feet of GLA and sold 36 in-service properties totaling 1.6 million square
feet of GLA and several land parcels. In addition, on January 2, 1998, the
Financing Partnership distributed 173 industrial properties comprising 12.8
million square feet of GLA to the Operating Partnership.
Rental income and tenant recoveries and other income increased by $194.8
million or 197.7% due primarily to the properties acquired or developed after
December 31, 1996 and the distribution of 173 properties from the Financing
Partnership to the Operating Partnership on January 2, 1998 (between January 1,
1997 and December 31, 1998, the Consolidated Operating Partnership acquired
approximately $1.3 billion of industrial properties). Revenues from properties
owned prior to January 1, 1997 increased in 1998 over 1997 by approximately $2.3
million or 2.0% due primarily to increased rental rates upon renewal or
replacement of tenant leases.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $56.6 million or 193.9% due primarily to the
properties acquired or developed after December 31, 1996 and the distribution of
173 properties from the Financing Partnership to the Operating Partnership on
January 2, 1998 (between January 1, 1997 and December 31, 1998, the Consolidated
Operating Partnership acquired approximately $1.3 billion of industrial
properties). Expenses from properties owned prior to January 1, 1997 remained
relatively unchanged.
General and administrative expense increased by approximately $7.1
million, of which, approximately $4.4 million is due primarily to the additional
expenses associated with managing the Consolidated Operating Partnership's
growing operations including additional professional fees relating to additional
properties owned and additional personnel to manage and expand the Consolidated
Operating Partnership's business. Approximately $2.7 million of the increase is
the result of the adoption of Emerging Issues Task Force Issue No. 97-11,
"Accounting for Internal Costs Relating to Real Estate Property Acquisitions"
("EITF 97-11"). EITF 97-11, effective March 19, 1998, required internal costs of
preacquisition activities incurred in connection with the acquisition of an
operating property be expensed as incurred. Prior to March 19, 1998, the
Company capitalized internal costs of preacquisition activities incurred in
connection with the acquisition of operating properties.
Interest expense increased by approximately $43.8 million for the year
ended December 31, 1998 compared to the year ended December 31, 1997 due
primarily to a higher average debt balance outstanding resulting from the
issuance of unsecured debt to fund the acquisition and development of additional
properties (between January 1, 1997 and December 31, 1998, the Consolidated
Operating Partnership acquired approximately $1.3 billion of industrial
properties). The average debt balances outstanding for the years ended December
31, 1998 and 1997 were approximately $1.0 billion and $.4 billion,
respectively.
Amortization of interest rate protection agreements and deferred
financing costs increased by approximately $.5 million due primarily to
additional amortization of deferred financing costs relating to the issuance of
additional senior unsecured debt.
Depreciation and other amortization increased by approximately $38.3
million due primarily to the additional depreciation and amortization related to
the properties acquired or developed after December 31, 1996 and the
distribution of 173 properties from the Financing Partnership to the Operating
Partnership on January 2, 1998 (between January 1, 1997 and December 31, 1998,
the Consolidated Operating Partnership acquired approximately $1.3 billion of
industrial properties).
34
<PAGE> 36
The $6.9 million restructuring charge for the year ended December 31,
1998 represents a charge in connection with the Consolidated Operating
Partnership's restructuring. The restructuring charge is comprised primarily of
severance costs, of which approximately $1.2 million is non-cash relating to
immediate vesting of restricted units.
Equity in income of Other Real Estate Partnerships decreased in 1998
from 1997 by approximately $3.7 million due primarily to interest income earned
in 1997 on U.S. Government securities and the reinvestment of cash proceeds from
such securities upon maturity that were pledged as collateral by the Financing
Partnership to legally defease the Financing Partnership's $300.0 million
mortgage loan. The decrease is also due to a decrease in net income in one of
the Other Real Estate Partnerships due to the distribution of 173 industrial
properties to the Operating Partnership on January 2, 1998, offset by additional
net income of the Other Real Estate Partnerships due primarily to properties
acquired by the Other Real Estate Partnerships subsequent to December 31, 1996
and an extraordinary loss and a loss from disposition of interest rate
protection agreements incurred in 1997.
Equity in income of Joint Venture of approximately $.05 million for the
year ended December 31, 1998 represents the Consolidated Operating Partnership's
10% equity interest in the income of the September 1998 Joint Venture.
The $8.5 million loss on disposition of interest rate protection
agreements for the year ended December 31, 1998 represents the Consolidated
Operating Partnership's, through the Operating Partnership, settlement of an
interest rate protection agreement which was scheduled to expire on January 4,
1999. This agreement was entered into in December 1997 in anticipation of 1998
senior unsecured debt offerings. Due to the changing market conditions and the
Consolidated Operating Partnership's expectation that it would not issue debt
securities associated with the interest rate protection agreement, the
Consolidated Operating Partnership, through the Operating Partnership, settled
its position in the interest rate protection agreement.
The $4.0 million gain on disposition of interest rate protection
agreements for the year ended December 31, 1997 represents the sale of the
Consolidated Operating Partnership's, through the Operating Partnership,
interest rate protection agreements in April 1997. These agreements, together
with the interest rate protection agreements of the Financing Partnership, were
entered into in July 1995 and effectively fixed the annual interest rate on the
Financing Partnership's $300.0 million mortgage loan at 6.97% for six years
through June 30, 2001.
The $2.9 million gain on sales of properties for the year ended December
31, 1998 resulted from the sale of 36 industrial properties and several parcels
of land. Gross proceeds for these property sales totaled approximately $77.7
million.
The $.7 million gain on sales of properties for the year ended December
31, 1997 resulted from the sale of three industrial properties. Gross proceeds
for these property sales totaled approximately $16.1 million.
The $4.7 million extraordinary loss for the year ended December 31, 1997
represents the write-off of unamortized deferred financing costs, prepayment
fees, legal fees and other costs incurred to terminate an unsecured loan and a
revolving line of credit.
The $.7 million cumulative effect of change in accounting principle for
the year ended December 31, 1998 is the result of the write-off of the
unamortized balance of organizational costs on the Consolidated Operating
Partnership's balance sheet due to the early adoption of SOP 98-5.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Consolidated Operating Partnership's
restricted cash totaled approximately $.9 million comprised of gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Consolidated Operating Partnership, through the Operating Partnership,
exchanges into properties under Section 1031 of the Internal Revenue Code.
In March 2000, the Company's Board of Directors approved the repurchase
of up to $100 million of the Company's common stock. The Company will make
purchases from time to time, if price levels warrant, in the open market or in
privately negotiated transactions. Stock repurchases will be funded from
internally generated funds of the Consolidated Operating Partnership.
YEAR ENDED DECEMBER 31, 1999
Net cash provided by operating activities of approximately $183.5
million for the year ended December 31, 1999 was comprised primarily of net
income of approximately $138.0 million, and adjustment for non-cash items of
approximately $43.9 million and the net change in operating assets and
liabilities of approximately $1.6 million. The adjustments for the non-cash
items of approximately $43.9 million are primarily comprised of depreciation and
amortization of $59.3 million, offset by the gain on sales of properties of
$11.9 million and the effect of the straight-lining of rental income of $3.5
million.
Net cash used in investing activities of approximately $15.8 million for
the year ended December 31, 1999 was comprised primarily of the acquisition of
real estate, development of real estate, capital expenditures related to the
expansion and
35
<PAGE> 37
improvement of existing real estate, contributions to and investments in Other
Real Estate Partnerships, contributions to and investments in the September 1998
Joint Venture and the September 1999 Joint Venture (hereinafter defined) and the
funding of mortgage loans receivable, offset by distributions from the Other
Real Estate Partnerships, distributions from investment in the September
1998 Joint Venture, net proceeds from the sales of real estate, the repayment of
mortgage loans receivable and a decrease in restricted cash due to the use of
restricted cash to purchase properties to effect Section 1031 exchanges.
Net cash used in financing activities of approximately $181.7 million
for the year ended December 31, 1999 was comprised primarily of general
partnership and limited partnership units ("Unit") and preferred general
partnership unit distributions, repayments on mortgage loans payable, debt
issuance costs and net repayments under the Operating Partnership's
$300.0 million unsecured revolving credit facility (the "1997 Unsecured
Acquisition Facility"), offset by Unit contributions.
YEAR ENDED DECEMBER 31, 1998
Net cash provided by operating activities of approximately $147.9
million for the year ended December 31, 1998 was comprised primarily of net
income of approximately $85.3 million and adjustments for non-cash items of
approximately $51.4 million and the net change in operating assets and
liabilities of approximately $11.3 million. The adjustments for the non-cash
items of approximately $51.4 million are primarily comprised of depreciation and
amortization of approximately $56.9 million, a provision for bad debts of
approximately $.6 million and the cumulative effect of a change in accounting
principle of $.7 million due to the adoption of SOP 98-5, offset by the gain on
sales of properties of $2.9 million and the effect of the straight-lining of
rental income of $3.9 million.
Net cash used in investing activities of approximately $538.4 million
for the year ended December 31, 1998 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, contributions to and
investments in Other Real Estate Partnerships, investment in the September 1998
Joint Venture and an increase in restricted cash from sales proceeds deposited
with an intermediary for Section 1031 exchange purposes, offset by distributions
from investment in Other Real Estate Partnerships, net proceeds from the sales
of real estate and the repayment of mortgage loans receivable.
Net cash provided by financing activities of approximately $399.4
million for the year ended December 31, 1998 was comprised primarily of Unit and
preferred general partnership unit contributions, net proceeds from the issuance
of senior unsecured debt, and net borrowings under the Operating Partnership's
1997 Unsecured Acquisition Facility, offset by Unit and preferred general
partnership unit distributions and repayments on mortgage loans payable.
YEAR ENDED DECEMBER 31, 1997
Net cash provided by operating activities of approximately $62.1 million
for the year ended December 31, 1997 was comprised primarily of net income of
approximately $53.6 million and adjustments for non-cash items of approximately
$15.9 million, offset by the net change in operating assets and liabilities of
approximately $7.4 million. The adjustments for the non-cash items of
approximately $15.9 million are primarily comprised of depreciation and
amortization of $16.5 million, extraordinary loss of a $4.7 million and a
provision for bad debts of $.8 million, offset by the gain on disposition of
interest rate protection agreements of $4.0 million, the gain on sales of
properties of $.7 million and the effect of the straight-lining of rental income
of $1.4 million.
Net cash used in investing activities of approximately $1,084.0 million
for the year ended December 31, 1997 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, contributions to and
investment in Other Real Estate Partnerships and the funding of mortgage loans
receivable, offset by distributions from investment in Other Real Estate
Partnerships, the net proceeds from the sales of real estate and funding of
mortgage loans receivable.
Net cash provided by financing activities of approximately $1,022.6
million for the year ended December 31, 1997 was comprised primarily of Unit and
preferred general partnership unit contributions, net borrowings under the
Operating Partnership's $200.0 million unsecured revolving credit facility, net
proceeds from the issuance of senior unsecured debt and proceeds from the sale
of interest rate protection agreements, offset by Unit and preferred general
partnership unit distributions, repayments of mortgage loans payable, repayments
of promissory notes payable and repayments of senior unsecured debt.
36
<PAGE> 38
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED UNIT DISTRIBUTIONS
The ratio of earnings to fixed charges and preferred unit distributions
was 1.81 for the year ended December 31, 1999 compared to 1.68 for the year
ended December 31, 1998 and 2.29 for the year ended December 31, 1997. The
increase in the earnings to fixed charges and preferred unit distributions
between fiscal years 1999 and 1998 is primarily due to an increase in net
operating income and equity in income of Other Real Estate Partnerships as
discussed in "Results of Operations" above, which is partially offset by
additional interest expense and preferred general partnership unit distributions
incurred during the twelve months ended December 31, 1999 from additional debt
issued and preferred general partner contributions, respectively, as well as an
increase in capitalized interest due to an increase in development activity. The
decrease in the earnings to fixed charges and preferred unit distributions
between fiscal years 1998 and 1997 is primarily due to additional interest
expense and preferred unit distributions incurred in fiscal year 1998 from
additional debt and preferred units issued to fund property acquisitions and
developments, which is partially offset by higher net operating income from the
property acquisitions as discussed in "Results of Operations" above.
SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information". This statement requires that
a public business enterprise report financial and descriptive information about
its reportable operating segments. Generally, financial information is required
to be reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. Management
views the Consolidated Operating Partnership as a single segment.
MARKET RISK
The following discussion about the Consolidated Operating Partnership's
risk-management activities includes "forward-looking statements" that involve
risk and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at December 31, 1999
that are sensitive to changes in the interest rates. While this analysis may
have some use as a benchmark, it should not be viewed as a forecast.
In the normal course of business, the Consolidated Operating Partnership
also faces risks that are either non-financial or non-quantifiable. Such risks
principally include credit risk and legal risk and are not represented in the
following analysis.
At December 31, 1999, $94.0 million (approximately 8.5% of total debt at
December 31, 1999) of the Consolidated Operating Partnership's debt was variable
rate debt (all of the variable rate debt relates to the Operating Partnership's
1997 Unsecured Acquisition Facility) and $1,011.7 million (approximately 91.5%
of total debt at December 31, 1999) was fixed rate debt. The Consolidated
Operating Partnership also had outstanding a written put and a written call
option (collectively, the "Written Options") which were issued in conjunction
with the initial offering of two tranches of unsecured debt. The Consolidated
Operating Partnership's past practice has been to lock into fixed interest rates
at issuance or fix the rate of variable rate debt through the use of interest
rate protection agreements when interest rate market conditions dictate it is
advantageous to do so. Currently, the Consolidated Operating Partnership does
not enter into financial instruments for trading or other speculative purposes.
For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Consolidated Operating
Partnership. Conversely, for variable rate debt, changes in the interest rate
generally do not impact the fair value of the debt, but would affect the
Consolidated Operating Partnership's future earnings and cash flows. The
interest rate risk and changes in fair market value of fixed rate debt generally
do not have a significant impact on the Consolidated Operating Partnership until
the Consolidated Operating Partnership is required to refinance such debt. See
Note 7 to the consolidated financial statements for a discussion of the maturity
dates of the Consolidated Operating Partnership's various fixed rate debt.
Based upon the amount of variable rate debt outstanding at December 31,
1999, a 10% increase or decrease in the interest rate on the Consolidated
Operating Partnership's variable rate debt would decrease or increase,
respectively, future net income and cash flows by approximately $.7 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 1999 by approximately $49.3 million to $871.6
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at December 31, 1999 by approximately $55.1 million to $976.0
million. A 10% increase in interest rates would decrease the fair value of the
Written Options at December 31, 1999 by approximately $1.6 million to $2.4
37
<PAGE> 39
million. A 10% decrease in interest rates would increase the fair value of the
Written Options at December 31, 1999 by approximately $2.6 million to $6.6
million.
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
During the year ended December 31, 1999, the Consolidated Operating
Partnership purchased 16 industrial properties, one industrial property under
redevelopment and several land parcels, for an aggregate purchase price of
approximately $47.5 million, excluding costs incurred in conjunction with the
acquisition of the properties and land parcels.
During the year ended December 31, 1999, the Consolidated Operating
Partnership sold 44 in-service industrial properties, one property under
development and several land parcels. The aggregate gross sales price of these
sales was approximately $178.3 million. Approximately $4.8 and $23.3 million of
the gross proceeds from the sales of these properties were received from the
September 1998 Joint Venture and the Financing Partnership, respectively (the
Consolidated Operating Partnership sold two properties to the September 1998
Joint Venture and two properties to the Financing Partnership, in each case, at
the Consolidated Operating Partnership's approximate net book value).
The Consolidated Operating Partnership has committed to the construction
of 10 development projects totaling approximately 1.5 million square feet of GLA
for an estimated investment of approximately $56.5 million. Of this amount,
approximately $16.7 million remains to be funded. These developments are
expected to be funded with cash flows from operations, borrowings under the
Operating Partnership's 1997 Unsecured Acquisition Facility and proceeds from
the sales of select properties of the Consolidated Operating Partnership.
From January 1, 2000 to March 17, 2000, the Consolidated Operating
Partnership acquired or completed development of nine industrial properties and
one land parcel for a total estimated investment of approximately $23.9 million.
The Consolidated Operating Partnership also sold six industrial properties and
one land parcel for approximately $17.5 million of gross proceeds.
REAL ESTATE MARKET STRATEGY
The Consolidated Operating Partnership's market strategy is to
concentrate on the top 25 industrial real estate markets in the United States.
These 25 markets were selected based upon (i) the strength of their industrial
real estate fundamentals, including increased industrial demand expectations
from e-commerce and supply chain management; (ii) their history and future
outlook for continued economic growth and diversity; and (iii) a minimum market
size of 100 million square feet of industrial space. Due to this new market
strategy, the Consolidated Operating Partnership plans on exiting the markets of
Cleveland, Columbus, Dayton, Des Moines, Grand Rapids, Hartford, New
Orleans/Baton Rouge, and Long Island. The net proceeds from the sales of
properties in these markets will be used to bolster the Consolidated Operating
Partnership's holdings in Atlanta, Baltimore/Washington, Chicago,
Cincinnati/Louisville, Dallas/Fort Worth, Denver, Detroit, Harrisburg/Central
Pennsylvania, Houston, Indianapolis, Los Angeles, Milwaukee, Minneapolis,
Nashville, Northern New Jersey, Philadelphia, Phoenix, Portland, Salt Lake City,
St. Louis and Tampa and to potentially enter new markets which fit its market
strategy.
REAL ESTATE HELD FOR SALE
At December 31, 1999, the Consolidated Operating Partnership had five
industrial properties comprising approximately .8 million square feet of GLA
held for sale. Net income (defined as total property revenues less property
expenses (which include real estate taxes, repairs and maintenance, property
management, utilities, insurance and other expenses) and depreciation and
amortization) of the five industrial properties held for sale for the year ended
December 31, 1999, 1998 and 1997 is approximately $1.8 million, $1.8 million and
$.7 million, respectively. Net carrying value of the five industrial properties
held for sale at December 31, 1999 is approximately $25.3 million. The five
industrial properties were identified as held for sale during the three months
ended December 31, 1999. There can be no assurance that such properties held for
sale will be sold.
INVESTMENT IN JOINT VENTURE
On September 2, 1999, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is its
sole member, entered into a new joint venture arrangement (the "September 1999
Joint Venture") with an institutional investor to invest in industrial
properties. The Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member, owns
a 10% equity interest in the
38
<PAGE> 40
September 1999 Joint Venture and provides property and asset management services
to the September 1999 Joint Venture. On or after September 2001, under certain
circumstances, the Consolidated Operating Partnership has the option of
purchasing all the properties owned by the September 1999 Joint Venture at a
price to be determined in the future. The Consolidated Operating Partnership
received approximately $1.0 million (net of the intercompany elimination) in
acquisition, asset management and property management fees in 1999 from the
September 1999 Joint Venture. The Operating Partnership, through a wholly-owned
limited liability company in which it is the sole member, also invested
approximately $1.8 million in the September 1999 Joint Venture. The Consolidated
Operating Partnership accounts for the September 1999 Joint Venture under the
equity method of accounting. As of December 31, 1999, the September 1999 Joint
Venture owned 39 industrial properties comprising approximately 1.2 million
square feet of GLA.
MORTGAGE LOANS
On November 5, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1.3
million (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan
VIII was collateralized by three properties in Richland Hills, Texas, bore
interest at a fixed rate of 8.450% and provided for monthly principal and
interest payments based on a 143-month amortization schedule. On August 2, 1999,
the Consolidated Operating Partnership paid off and retired the Acquisition
Mortgage Loan VIII.
ISSUANCE OF UNITS AND EMPLOYEE STOCK OPTIONS
During the year ended December 31, 1999, the Company awarded 72,300
shares of restricted common stock to certain employees and 3,504 shares of
restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 5,224 shares of
restricted common stock. The Consolidated Operating Partnership, through the
Operating Partnership, issued Units to the Company in the same amount. These
shares of restricted common stock had a fair value of approximately $2.1 million
on the date of grant. The restricted common stock vests over periods from five
to ten years. During the year ended December 31, 1999, the Operating Partnership
issued 1,041,567 non-qualified employee stock options to certain officers,
Directors and employees of the Company. These non-qualified employee stock
options vest one year and have a strike price of $25.13-$27.69 per share and
expire ten years from the date of grant.
DISTRIBUTIONS
On January 18, 1999, the Operating Partnership paid a fourth quarter
1998 distribution of $.60 per Unit, totaling approximately $27.1 million. On
April 19, 1999, the Operating Partnership paid a first quarter 1999 distribution
of $.60 per Unit, totaling approximately $27.2 million. On July 19, 1999, the
Operating Partnership paid a second quarter 1999 distribution of $.60 per Unit,
totaling approximately $27.2 million. On October 18, 1999, the Operating
Partnership paid a third quarter 1999 distribution of $.60 per Unit, totaling
approximately $27.2 million. On January 24, 2000, the Operating Partnership paid
a fourth quarter 1999 distribution of $.62 per Unit, totaling approximately
$28.2 million.
On March 31, 1999, June 30, 1999, September 30, 1999 and December 31,
1999, the Operating Partnership paid quarterly 1999 distributions of $54.688
per unit on its 8 3/4% Series B Cumulative Preferred Units (the "Series B
Preferred Units"), $53.906 per unit on its 8 5/8% Series C Cumulative Preferred
Units (the "Series C Preferred Units"), $49.687 per unit on its 7.95%
Series D Cumulative Preferred Units (the "Series D Preferred Units") and
$49.375 per unit on its 7.90% Series E Cumulative Preferred Units (the "Series
E Preferred Units"). The preferred unit distributions paid on March 31, 1999,
June 30, 1999, September 30, 1999 and December 31, 1999 totaled, in the
aggregate, approximately $7.2 million per quarter.
In March 2000, the Operating Partnership declared a first quarter
distribution of $.62 per Unit which is payable on April 17, 2000. The Operating
Partnership also declared first quarter 2000 distributions of $54.688 per unit
on its Series B Preferred Units, $53.906 per unit on its Series C Preferred
Units, $49.687 per unit on its Series D Preferred Units and $49.375 per unit on
its Series E Preferred Units, respectively, which are payable on March 31, 2000.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Consolidated Operating Partnership has considered its short-term
(one year or less) liquidity needs and the adequacy of its estimated cash flow
from operations and other expected liquidity sources to meet these needs. The
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the minimum distribution required by the Company to maintain the Company's
REIT qualification under the Internal Revenue Code. The Consolidated Operating
Partnership anticipates that these needs will be met with cash flows provided by
operating activities.
39
<PAGE> 41
The Consolidated Operating Partnership expects to meet long-term
(greater than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and other
nonrecurring capital improvements through the disposition of select assets,
long-term secured and unsecured indebtedness and the issuance of additional
Units and preferred units. As of December 31, 1999 and March 17, 2000, $100.0
million of debt securities was registered and unissued under the Securities Act
of 1933, as amended. The Consolidated Operating Partnership may also finance the
development or acquisition of additional properties through borrowings under the
1997 Unsecured Acquisition Facility. At December 31, 1999, borrowings under the
1997 Unsecured Acquisition Facility bore interest at a weighted average interest
rate of 7.09%. As of March 17, 2000, the Consolidated Operating Partnership,
through the Operating Partnership, had approximately $186.4 million available in
additional borrowings under the 1997 Unsecured Acquisition Facility.
RELATED PARTY TRANSACTIONS
The Consolidated Operating Partnership often obtains title insurance
coverage for its properties from an entity for which an independent Director of
the Company became the President, Chief Executive Officer and a Director in
1996.
From time to time, the Consolidated Operating Partnership utilizes real
estate brokerage services from CB Richard Ellis, Inc., for which a relative of
one of the Company's officers/Directors is an employee.
On November 19, 1998, the Consolidated Operating Partnership, through
the Operating Partnership, sold two industrial properties to two limited
partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center
Investment Company ("Hartford"), for a total consideration of approximately $8.3
million. An entity in which the sole shareholders are an officer and Director
and a former officer and Director ("TSIC") has a 11.638% general partner
interest and a former officer and Director has a 75.585% limited partner
interest in Roosevelt. TSIC has a 12.39% general partner interest and a former
officer and Director has a 80.454% limited partner interest in Hartford. On
December 4, 1998, the Operating Partnership sold one industrial property to
Eastgate Shopping Center Investment Co. ("Eastgate"), a limited partnership, for
a total consideration of approximately $2.4 million. TSIC has a 12.972% general
partner interest and a former officer and Director has a 79.536% limited partner
interest in Eastgate. In each case, the purchaser had the option of selling the
properties back to the Operating Partnership and the Operating Partnership had
the option of buying the properties back from the purchaser for a stipulated
period of time. In January 2000, the purchasers exercised their options to sell
the properties back to the Operating Partnership. The gain on sale was deferred
due to the existence of these options.
From time to time, the Consolidated Operating Partnership utilizes
consulting services from the private consulting firm of one of the Company's
Directors. For the year ended December 31, 1999, the Consolidated Operating
Partnership has paid approximately $.02 million of fees to this entity.
On September 2, 1999, the September 1999 Joint Venture purchased a
1,159,121 square foot industrial property portfolio located in Los Angeles,
California for approximately $63.9 million. An officer of the Company held
ownership interests ranging between .004% and .13% in various entities that sold
certain properties to the September 1999 Joint Venture.
ENVIRONMENTAL
The Consolidated Operating Partnership incurred environmental costs of
$.5 million and $.1 million in 1999 and 1998, respectively. The Consolidated
Operating Partnership estimates 2000 costs of approximately $.8 million. The
Consolidated Operating Partnership estimates that the aggregate cost which needs
to be expended in 2000 and beyond with regard to currently identified
environmental issues will not exceed approximately $1.3 million, a substantial
amount of which will be the primary responsibility of the tenant, the seller to
the Consolidated Operating Partnership or another responsible party. This
estimate was determined by a third party evaluation.
INFLATION
For the last several years, inflation has not had a significant impact
on the Consolidated Operating Partnership because of the relatively low
inflation rates in the Consolidated Operating Partnership's markets of
operation. Most of the Consolidated Operating Partnership's leases require the
tenants to pay their share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Consolidated
Operating Partnership's exposure to increases in costs and operating expenses
resulting from inflation. In addition, many of the outstanding leases expire
within five years which may enable
40
<PAGE> 42
the Consolidated Operating Partnership to replace existing leases with new
leases at higher base rentals if rents of existing leases are below the
then-existing market rate.
OTHER
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement, effective for fiscal years beginning after June 15,
2000, establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments imbedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value. The statement also requires that the
changes in the derivative's fair value be recognized in earnings unless specific
hedge accounting criteria are met. The Consolidated Operating Partnership is
currently assessing the impact of this new statement on its consolidated
financial position, liquidity, and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Response to this item is included in Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule on
page F-1 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Operating Partnership has no directors or executive officers;
instead it is managed by its sole general partner, the Company. The
information with respect to the sole general partner of the Operating
Partnership required by Item 10, Item 11, Item 12 and Item 13 is
incorporated herein by reference to parts of the Company's definitive
proxy statement in connection with its 2000 Annual Meeting of
Stockholders (which will be filed not later than 120 days after December
31, 1999) captioned "Information Regarding Nominees and Directors",
"Executive Officers and Other Senior Management", "Director
Compensation", "Executive Compensation", "Section 16 (a) Beneficial
Ownership Reporting Compliance", "Certain Relationships and
Transactions" and "Security Ownership of Management and Certain
Beneficial Owners". Information contained in the part of such proxy
statement captioned "Stock Performance Graph" is specifically not
incorporated herein by reference.
41
<PAGE> 43
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS
(1 & 2) See Index to Financial Statements and Financial Statement
Schedule on page F-1 of this Form 10-K
(3) Exhibits:
Exhibit No. Description
- ----------- -----------
3.1 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. dated March 18, 1998 (the "L.P.
Agreement")(incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-13102)
3.2 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
3.12 Eleventh Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997,
File No. 1-13102)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $150 million of 7.60% Notes due 2007 and
$100 million of 7.15% Notes due 2027 (incorporated by reference
to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal
quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1
of the Company filed May 30, 1997, File No. 1-13102)
42
<PAGE> 44
Exhibit No. Description
- ----------- -----------
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $100 million of 7 3/8% Notes due 2011
(incorporated by reference to Exhibit 4.4 of the Form 10-QT of
the Operating Partnership for the fiscal quarter ended March
31, 1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between
First Industrial, L.P. and First Trust National Association
providing for the issuance of Medium-Term Notes due Nine Months
or more from Date of Issue (incorporated by reference to
Exhibit 4.1 of Form 8-K of the Operating Partnership, dated
November 3, 1997, as filed November 3, 1997, File No.
333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.5 of the Form
10-QT of the Operating Partnership for the fiscal quarter ended
March 31, 1997, File No. 333-21873)
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 15, 1997, by and among
the Operating Partnership, First Industrial Realty Trust, Inc.
and The First National Bank of Chicago, Union Bank of
Switzerland, New York Branch and certain other banks
(incorporated by reference to Exhibit 4.22 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, File No. 1-13102)
4.10 Supplemental Indenture No. 4, dated as of March 26, 1998,
between First Industrial, L.P. and First Trust National Trust
Association, as Trustee, relating to 6.50% Dealer remarketable
securities due April 5, 2011 (incorporated by reference to
Exhibit 4.1 of Form 8-K of First Industrial, L.P. dated April
7, 1998, File No. 333-21873)
4.11 6.50% Dealer remarketable securities due April 5, 2011 in
principal amount of $100 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 7, 1998, File No.
333-21873)
4.12 Remarketing Agreement, dated March 31, 1998, between First
Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated
by reference to Exhibit 1.2 of Form 8-K of First Industrial,
L.P. dated April 7, 1998, File No.333-21873)
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 Industial, 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)
43
<PAGE> 45
Exhibit No. Description
- ----------- -----------
12.1* Computation of Earnings to Fixed Charges and Preferred Unit
Distributions of First Industrial, L.P.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, File No. 1-13102)
23 * Consent of PricewaterhouseCoopers LLP
27.1* Financial Data Schedule of First Industrial, L.P.
* Filed herewith.
(B) REPORTS ON FORM 8-K
None.
44
<PAGE> 46
================================================================================
The Company has prepared supplemental financial and operating
information which is available without charge upon request to the Company.
Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
45
<PAGE> 47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.
AS GENERAL PARTNER
Date: March 27, 2000 By: /s/ Michael W. Brennan
----------------------
Michael W. Brennan
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 27, 2000 By: /s/ Michael J. Havala
-----------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Jay H. Shidler Chairman of the Board of Directors March 27, 2000
- ----------------------
Jay H. Shidler
/s/ Michael W. Brennan President, Chief Executive Officer March 27, 2000
- ---------------------- and Director
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 27, 2000
- ---------------------- and Director
Michael G. Damone
- ---------------------- Director March 27, 2000
John L. Lesher
/s/ Kevin W. Lynch Director March 27, 2000
- ----------------------
Kevin W. Lynch
- ---------------------- Director March 27, 2000
John E. Rau
/s/ Robert J. Slater Director March 27, 2000
- ----------------------
Robert J. Slater
/s/ W. Edwin Tyler Director March 27, 2000
- ----------------------
W. Edwin Tyler
/s/ J. Steven Wilson Director March 27, 2000
- ----------------------
J. Steven Wilson
46
<PAGE> 48
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. dated March 18, 1998 (the "L.P.
Agreement")(incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-13102)
3.2 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
3.12 Eleventh Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997,
File No. 1-13102)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $150 million of 7.60% Notes due 2007 and
$100 million of 7.15% Notes due 2027 (incorporated by reference
to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal
quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1
of the Company filed May 30, 1997, File No. 1-13102)
47
<PAGE> 49
Exhibit No. Description
- ----------- -----------
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $100 million of 7 3/8% Notes due 2011
(incorporated by reference to Exhibit 4.4 of the Form 10-QT of
the Operating Partnership for the fiscal quarter ended March
31, 1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between
First Industrial, L.P. and First Trust National Association
providing for the issuance of Medium-Term Notes due Nine Months
or more from Date of Issue (incorporated by reference to
Exhibit 4.1 of Form 8-K of the Operating Partnership, dated
November 3, 1997, as filed November 3, 1997, File No.
333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.5 of the Form
10-QT of the Operating Partnership for the fiscal quarter ended
March 31, 1997, File No. 333-21873)
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 15, 1997, by and among
the Operating Partnership, First Industrial Realty Trust, Inc.
and The First National Bank of Chicago, Union Bank of
Switzerland, New York Branch and certain other banks
(incorporated by reference to Exhibit 4.22 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, File No. 1-13102)
4.10 Supplemental Indenture No. 4, dated as of March 26, 1998,
between First Industrial, L.P. and First Trust National Trust
Association, as Trustee, relating to 6.50% Dealer remarketable
securities due April 5, 2011 (incorporated by reference to
Exhibit 4.1 of Form 8-K of First Industrial, L.P. dated April
7, 1998, File No. 333-21873)
4.11 6.50% Dealer remarketable securities due April 5, 2011 in
principal amount of $100 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 7, 1998, File No.
333-21873)
4.12 Remarketing Agreement, dated March 31, 1998, between First
Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated
by reference to Exhibit 1.2 of Form 8-K of First Industrial,
L.P. dated April 7, 1998, File No.333-21873)
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 Industial, 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)
48
<PAGE> 50
Exhibit No. Description
- ----------- -----------
12.1* Computation of Earnings to Fixed Charges and Preferred Unit
Distributions of First Industrial, L.P.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, File No. 1-13102)
23 * Consent of PricewaterhouseCoopers LLP
27.1* Financial Data Schedule of First Industrial, L.P.
* Filed herewith.
49
<PAGE> 51
FIRST INDUSTRIAL, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS
Report of Independent Accountants....................................................... F-2
Consolidated Balance Sheets of First Industrial, L.P. as of December 31, 1999
and 1998................................................................................ F-3
Consolidated Statements of Operations of First Industrial, L.P. for the Years Ended
December 31, 1999, 1998, and 1997....................................................... F-4
Consolidated Statements of Changes in Partners' Capital of First Industrial, L.P. for
the Years Ended December 31, 1999, 1998, and 1997....................................... F-5
Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended
December 31, 1999, 1998, and 1997....................................................... F-6
Notes to Consolidated Financial Statements.............................................. F-7
FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants....................................................... S-1
Schedule III: Real Estate and Accumulated Depreciation................................ S-2
</TABLE>
F-1
<PAGE> 52
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial, L.P.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in partners' capital and of
cash flows present fairly, in all material respects, the financial position of
First Industrial, L.P. (the "Operating Partnership") at December 31, 1999 and
1998, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Operating Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, 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 the opinion expressed above.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 14, 2000
F-2
<PAGE> 53
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land ............................................ $ 311,149 $ 323,363
Buildings and Improvements ...................... 1,776,217 1,794,611
Furniture, Fixtures and Equipment ............... 1,353 1,353
Construction in Progress ........................ 42,715 14,138
Less: Accumulated Depreciation .................. (179,293) (145,435)
----------- -----------
Net Investment in Real Estate ........... 1,952,141 1,988,030
Investments in and Contributions to
Other Real Estate Partnerships .................. 380,774 368,364
Cash and Cash Equivalents .......................... 22 13,946
Restricted Cash .................................... 927 7,680
Tenant Accounts Receivable, Net .................... 8,986 9,755
Investments in Joint Ventures ...................... 6,408 4,458
Deferred Rent Receivable ........................... 13,777 11,150
Deferred Financing Costs, Net ...................... 9,905 10,458
Prepaid Expenses and Other Assets, Net ............. 71,047 56,820
----------- -----------
Total Assets ............................ $ 2,443,987 $ 2,470,661
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ............................. $ 63,059 $ 66,065
Senior Unsecured Debt, Net.......................... 948,688 948,595
Acquisition Facility Payable........................ 94,000 134,800
Accounts Payable and Accrued Expenses .............. 75,397 68,198
Rents Received in Advance and Security Deposits .... 19,329 16,363
Distributions Payable .............................. 28,164 27,081
----------- -----------
Total Liabilities ....................... 1,228,637 1,261,102
----------- -----------
Commitments and Contingencies ......................... -- --
Partners' Capital:
General Partner Preferred Units ................... 336,990 336,990
General Partner Units ............................. 694,899 689,923
Unamortized Value of General Partnership
Restricted Units ............................... (4,087) (3,312)
Limited Partners Units ............................ 187,548 185,958
----------- -----------
Total Partners' Capital ............... 1,215,350 1,209,559
----------- -----------
Total Liabilities and Partners' Capital $ 2,443,987 $ 2,470,661
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 54
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rental Income ................................................................ $ 249,719 $ 237,167 $ 77,204
Tenant Recoveries and Other Income ........................................... 64,646 56,219 21,362
--------- --------- ---------
Total Revenues ..................................................... 314,365 293,386 98,566
--------- --------- ---------
Expenses:
Real Estate Taxes ............................................................ 49,590 48,768 16,970
Repairs and Maintenance ...................................................... 14,992 13,841 3,772
Property Management .......................................................... 9,013 11,541 3,789
Utilities .................................................................... 7,602 7,667 2,723
Insurance .................................................................... 690 794 249
Other ........................................................................ 3,439 3,162 1,680
General and Administrative ................................................... 12,961 12,919 5,820
Interest ..................................................................... 76,799 68,862 25,099
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs ............................................... 1,295 851 369
Depreciation and Other Amortization .......................................... 57,927 54,209 15,873
Restructuring Charge ......................................................... -- 6,858 --
--------- --------- ---------
Total Expenses .................................................... 234,308 229,472 76,344
--------- --------- ---------
Income from Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and
Disposition of Interest Rate Protection Agreements ........................ 80,057 63,914 22,222
Equity in Income of Other Real Estate Partnerships .............................. 45,714 27,583 31,297
Equity in Income of Joint Ventures .............................................. 302 45 --
Disposition of Interest Rate Protection Agreements .............................. -- (8,475) 4,038
--------- --------- ---------
Income from Operations .......................................................... 126,073 83,067 57,557
Gain on Sales of Properties ..................................................... 11,904 2,931 728
--------- --------- ---------
Income Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle ............................................ 137,977 85,998 58,285
Extraordinary Loss .............................................................. -- -- (4,666)
Cumulative Effect of Change in Accounting Principle ............................. -- (719) --
--------- --------- ---------
Net Income ...................................................................... 137,977 85,279 53,619
Preferred Unit Distributions .................................................... (28,924) (26,691) (7,936)
--------- --------- ---------
Net Income Available to Unitholders ............................................. $ 109,053 $ 58,588 $ 45,683
========= ========= =========
Net Income Available to Unitholders Before Extraordinary Loss and
Cumulative Effect of Change in Accounting Principle Per
Weighted Average Unit Outstanding:
Basic ............................................................... $ 2.41 $ 1.34 $ 1.41
========= ========= =========
Diluted ............................................................. $ 2.40 $ 1.34 $ 1.40
========= ========= =========
Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:
Basic ............................................................... $ 2.41 $ 1.33 $ 1.28
========= ========= =========
Diluted ............................................................. $ 2.40 $ 1.32 $ 1.27
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 55
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNER'S CAPITAL
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Unamortized
Value of
General General
Partner General Partner Limited
Preferred Partner Restricted Partners
Total Units Units Units Units
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 ............ $ 535,232 $ -- $ 496,169 $ -- $ 39,063
Contributions ....................... 458,860 144,290 199,340 -- 115,230
Issuance of General Partner
Restricted Units .............. -- -- 3,655 (3,655) --
Amortization of General Partner
Restricted Units .............. 238 -- -- 238 --
Distributions ....................... (81,772) (7,936) (65,322) -- (8,514)
Unit Conversions .................... -- -- 3,395 -- (3,395)
Net Income .......................... 53,619 7,936 40,371 -- 5,312
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1997 ............ 966,177 144,290 677,608 (3,417) 147,696
Contributions ....................... 279,208 192,700 37,095 -- 49,413
Issuance of General Partner
Restricted Units .................. -- -- 2,345 (2,345) --
Amortization of General Partner
Restricted Units ............. 2,450 -- -- 2,450 --
Distributions ....................... (123,555) (26,691) (82,316) -- (14,548)
Unit Conversions .................... -- -- 5,150 -- (5,150)
Net Income .......................... 85,279 26,691 50,041 -- 8,547
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 ............ 1,209,559 336,990 689,923 (3,312) 185,958
Contributions ....................... 5,115 -- 840 -- 4,275
Issuance of General Partner
Restricted Units .................. -- -- 2,008 (2,008) --
Amortization of General Partner
Restricted Units ............. 1,233 -- -- 1,233 --
Distributions ....................... (138,534) (28,924) (92,151) -- (17,459)
Unit Conversions .................... -- -- 2,618 -- (2,618)
Net Income .......................... 137,977 28,924 91,661 -- 17,392
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 ............ $ 1,215,350 $ 336,990 $ 694,899 $ (4,087) $ 187,548
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 56
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ....................................................... $ 137,977 $ 85,279 $ 53,619
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation .................................................. 52,494 48,889 14,660
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs ................................ 1,295 851 369
Other Amortization ........................................... 5,504 7,155 1,497
Disposition of Interest Rate Protection Agreements ........... -- -- (4,038)
Gain on Sales of Properties .................................. (11,904) (2,931) (728)
Equity in Income of Other Real Estate Partnerships ........... (45,714) (27,583) (31,297)
Distributions from Investment in Other Real Estate
Partnerships ............................................ 45,714 27,583 31,297
Equity in Income of Joint Ventures ........................... (302) (45) --
Distributions from Joint Ventures ............................ 302 -- --
Cumulative Effect of Change in Accounting Principle .......... -- 719 --
Extraordinary Loss ........................................... -- -- 4,666
Provision for Bad Debts ...................................... 8 649 779
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets................................ (7,948) (19,039) (23,582)
Increase in Deferred Rent Receivable ......................... (3,510) (3,977) (1,350)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits .......... 9,617 30,352 16,195
Organization Costs ........................................... -- -- (30)
----------- ----------- -----------
Net Cash Provided by Operating Activities .............. 183,533 147,902 62,057
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate ....... (177,613) (491,650) (714,705)
Contributions and Advances to Other Real Estate
Partnerships ............................................. (138,404) (115,471) (419,869)
Distributions from Other Real Estate
Partnerships ............................................ 136,317 3,081 34,659
Contributions to and Investments in Joint Ventures ........... (2,522) (4,413) --
Distributions from Joint Ventures ............................ 572 -- --
Net Proceeds from Sales of Investment in Real Estate ......... 171,133 76,632 16,146
Funding of Mortgage Loans Receivable ......................... (12,467) -- (4,827)
Repayment of Mortgage Loans Receivable ....................... 433 1,106 4,594
Decrease (Increase) in Restricted Cash ....................... 6,753 (7,680) --
----------- ----------- -----------
Net Cash Used in Investing Activities .................... (15,798) (538,395) (1,084,002)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ........................................... 532 35,685 199,340
Unit Distributions ........................................... (108,527) (91,796) (68,107)
Preferred Contributions ...................................... -- 192,700 144,290
Preferred Unit Distributions ................................. (28,924) (26,691)
(7,936)
Proceeds from Acquisition Facilities Payable ................. 156,600 531,000 540,100
Repayments on Acquisition Facilities Payable ................. (197,400) (525,600) (415,100)
Proceeds from Mortgage Loans Payable ......................... -- -- --
Repayments on Mortgage Loans Payable ......................... (2,967) (1,523) (4,652)
Repayment of Promissory Notes Payable ........................ -- -- (9,919)
Proceeds from Senior Unsecured Debt .......................... -- 299,517 983,757
Repayment of Senior Unsecured Debt ........................... -- -- (334,800)
Proceeds from Sale of Interest Rate Protection Agreements .... -- -- 6,440
Other Proceeds from Senior Unsecured Debt .................... -- 2,760 2,377
Other Costs of Senior Unsecured Debt ......................... -- (11,890) (2,294)
Debt Issuance Costs .......................................... (973) (4,718) (10,851)
----------- ----------- -----------
Net Cash (Used in) Provided by Financing Activities (181,659) 399,444 1,022,645
----------- ----------- -----------
Net (Decrease) Increase in Cash and Cash Equivalents ..... (13,924) 8,951 700
Cash and Cash Equivalents, Beginning of Period ........... 13,946 4,995 4,295
----------- ----------- -----------
Cash and Cash Equivalents, End of Period ................. $ 22 $ 13,946 $ 4,995
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 57
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
1. ORGANIZATION AND FORMATION OF PARTNERSHIP
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 83.9% ownership interest at December 31, 1999. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350,000. The
Company is a real estate investment trust ("REIT") as defined in the Internal
Revenue Code. The Company's operations are conducted primarily through the
Operating Partnership. The limited partners of the Operating Partnership own, in
the aggregate, approximately a 16.1% interest in the Operating Partnership at
December 31, 1999.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s"), owns a 95% economic interest in FR
Development Services, Inc., as well as at least a 99% limited partnership
interest (subject in one case as described below to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage
Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P. (the
"Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the
"Indianapolis Partnership"), TK-SV, LTD. and First Industrial Development
Services, L.P. (together, the "Other Real Estate Partnerships"). The Operating
Partnership, through separate wholly-owned limited liability companies in which
it is the sole member, also owns 10% equity interests in and provides asset and
property management services to, two joint ventures which invest in industrial
properties.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.
As of December 31, 1999, the Operating Partnership, the L.L.C.s and FR
Development Services, Inc. (hereinafter defined as the "Consolidated Operating
Partnership") owned 868 in-service industrial properties, containing an
aggregate of approximately 54.8 million square feet (unaudited) of gross
leasable area ("GLA"). On a combined basis, as of December 31, 1999, the Other
Real Estate Partnerships owned 99 in-service industrial properties, containing
an aggregate of approximately 12.2 million square feet (unaudited) of GLA. Of
the 99 industrial properties owned by the Other Real Estate Partnerships at
December 31, 1999, 23 are held by the Mortgage Partnership, 23 are held by the
Pennsylvania Partnership, 20 are held by the Securities Partnership, 19 are held
by the Financing Partnership, six are held by the Harrisburg Partnership, six
are held by the Indianapolis Partnership, one is held by First Industrial
Development Services, L.P. and one is held by TK-SV, LTD.
Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and Other Real Estate Partnerships are allocated to the general partner
and the limited partners, or the members, as applicable, in accordance with the
provisions contained within the partnership agreements or ownership agreements,
as applicable, of the Operating Partnership, the L.L.C.s and the Other Real
Estate Partnerships.
F-7
<PAGE> 58
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
2. BASIS OF PRESENTATION
The consolidated financial statements of the Consolidated Operating
Partnership at December 31, 1999 and 1998 and for each of the three years ended
December 31, 1999 include the accounts and operating results of the Operating
Partnership, the L.L.C.s and FR Development Services, Inc. on a consolidated
basis. Such financial statements present the Operating Partnership's limited
partnership interests in each of the Other Real Estate Partnerships and the
Operating Partnership's 10% equity interests in the September 1998 Joint Venture
(hereinafter defined) and the September 1999 Joint Venture (hereinafter defined)
under the equity method of accounting. The minority ownership interest in FR
Development Services, Inc. is not reflected in the consolidated financial
statements due to its immateriality.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnership's financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of December 31, 1999 and 1998, and the reported amounts of
revenues and expenses for the years ended December 31, 1999, 1998 and 1997.
Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with
an initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
Investment in Real Estate and Depreciation
Purchase accounting has been applied when ownership interests in
properties were acquired for cash. The historical cost basis of properties has
been carried over when certain ownership interests were exchanged for limited
partnership units in the Operating Partnership on July 1, 1994 and purchase
accounting has been used for all other properties that were subsequently
exchanged for limited partnership units in the Operating Partnership.
Real estate assets are carried at cost. The Consolidated Operating
Partnership reviews its properties on a quarterly basis for impairment and
provides a provision if impairments are determined. First, to determine if
impairment may exist, the Consolidated Operating Partnership reviews its
properties and identifies those which have had either an event of change or
event of circumstances warranting further assessment of recoverability. Then,
the Consolidated Operating Partnership estimates the fair value of those
properties on an individual basis by capitalizing the expected net operating
income. Such amounts are then compared to the property's depreciated cost to
determine whether an impairment exists. For properties management considers held
for sale, the Consolidated Operating Partnership ceases depreciating the
properties and values the properties at the lower of depreciated cost or fair
value.
Interest expense, real estate taxes and other directly related expenses
incurred during construction periods are capitalized and depreciated commencing
with the date placed in service, on the same basis as the related assets.
Depreciation expense is computed using the straight-line method based on the
following useful lives:
Years
-----
Buildings and Improvements............................ 31.5 to 40
Land Improvements..................................... 15
Furniture, Fixtures and Equipment..................... 5 to 10
Construction expenditures for tenant improvements, leasehold
improvements and leasing commissions 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.
F-8
<PAGE> 59
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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
$2,359 and $1,064 at December 31, 1999 and 1998, respectively. Unamortized
deferred financing costs are written-off when debt is retired before the
maturity date (see Note 13).
Investment in Other Real Estate Partnerships
Investment in Other Real Estate Partnerships represents the
Consolidated Operating Partnership's limited partnership interests, through the
Operating Partnership, in the Other Real Estate Partnerships. The Operating
Partnership accounts for its Investment in Other Real Estate Partnerships under
the equity method of accounting. Under the equity method of accounting, the
Operating Partnership's share of earnings or losses of the Other Real Estate
Partnerships is reflected in income as earned and contributions or distributions
increase or decrease, respectively, the Operating Partnership's Investment in
Other Real Estate Partnerships as paid or received, respectively.
Investments in Joint Ventures
Investments in Joint Ventures represents the Operating Partnership's
10% equity interests in the September 1998 Joint Venture (hereinafter defined)
and the September 1999 Joint Venture (hereinafter defined). The Consolidated
Operating Partnership, through the Operating Partnership, accounts for its
Investments in Joint Ventures under the equity method of accounting (as
described above).
Revenue Recognition
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred by the Consolidated Operating Partnership.
The Consolidated Operating Partnership provides an allowance for
doubtful accounts against the portion of tenant accounts receivable which is
estimated to be uncollectible. Accounts receivable in the consolidated balance
sheets are shown net of an allowance for doubtful accounts of $1,657 and $1,649
as of December 31, 1999 and 1998, respectively.
Gain on Sales of Properties
Gain on sales of properties are recognized using the full accrual
method provided that various criteria relating to the terms of the transactions
and any subsequent involvement by the Consolidated Operating Partnership with
the properties sold are met. Gains relating to transactions which do not meet
the established criteria are deferred and recognized when the criteria are met
or by using the installment or deposit methods of profit recognition, as
appropriate in the circumstances. As the assets are sold, their costs and
related accumulated depreciation are removed from the accounts with resulting
gains or losses reflected in net income or loss. Estimated future costs to be
incurred by the Consolidated Operating Partnership after completion of each sale
are included in the determination of the gains on sales.
Income Taxes
In accordance with partnership taxation, each of the partners are
responsible for reporting their shares of taxable income or loss. The
Consolidated Operating Partnership is subject to certain state and local
income, excise and franchise taxes. The provision for such state and local
taxes has been reflected in general and administrative expense in the statement
of operations and has not been separately stated due to its insignificance.
F-9
<PAGE> 60
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Earnings Per Unit ("EPU")
Net income per weighted average general partnership and limited
partnership unit (the "Units") - basic is based on the weighted average Units
outstanding. Net income per weighted average Unit - diluted is based on the
weighted average Units outstanding plus the effect of the Company's in-the-money
employee stock options that result in the issuance of general partnership units.
See Note 14 for further disclosures.
Fair Value of Financial Instruments
The Consolidated Operating Partnership's financial instruments include
short-term investments, tenant accounts receivable, mortgage notes receivable,
accounts payable, other accrued expenses, mortgage loans payable, acquisition
facility payable, senior unsecured debt and certain put and call options issued
in conjunction with two offerings of unsecured debt. The fair value of the
short-term investments, tenant accounts receivable, mortgage notes receivable,
accounts payable and other accrued expenses was not materially different from
their carrying or contract values. See Note 7 for the fair values of the
mortgage loans payable, acquisition facility payable, senior unsecured debt and
certain put and call options issued in conjunction with two initial offerings of
unsecured debt.
Derivative Financial Instruments
The Consolidated Operating Partnership's, through the Operating
Partnership, interest rate protection agreements (the "Agreements") were used to
limit the interest rate on the Financing Partnership's $300,000 mortgage loan
and fix the interest rate on anticipated offerings of senior unsecured debt (see
Note 10). Receipts or payments resulting from the Agreements that were used to
limit the interest rate on the Financing Partnership's $300,000 mortgage loan
were recognized as adjustments to equity in income of Other Real Estate
Partnerships (specifically, the Financing Partnership). Upon termination of
these Agreements, the Operating Partnership recognized a gain (loss) from the
disposition of the Agreements equal to the amount of cash received or paid at
termination less the carrying value of the Agreements on the Consolidated
Operating Partnership's balance sheet. Receipts or payments that resulted from
the settlement of Agreements used to fix the interest rate on anticipated
offerings of senior unsecured debt are being amortized over the life of the
senior unsecured debt that the Agreements were used to hedge as an adjustment to
interest expense using the effective interest method (or the straight-line
method if this method is not materially different from the effective interest
method). Any Agreements which no longer qualify for hedge accounting are marked
to market and any gain or loss is recognized immediately. The credit risks
associated with the Agreements were controlled through the evaluation and
monitoring of the creditworthiness of the counterparty. In the event that the
counterparty failed to meet the terms of the Agreements, the Consolidated
Operating Partnership's exposure was limited to the current value of the
interest rate differential, not the notional amount, and the Consolidated
Operating Partnership's carrying value of the Agreements on the balance sheet.
The Agreements were executed with creditworthy financial institutions.
Segment Reporting
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Generally, financial information is required to
be reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. Management views
the Consolidated Operating Partnership as a single segment.
F-10
<PAGE> 61
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Recent Accounting Pronouncements
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement, effective for fiscal years beginning after June 15,
2000, establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments imbedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value. The statement also requires that the
changes in the derivative's fair value be recognized in earnings unless specific
hedge accounting criteria are met. The Consolidated Operating Partnership is
currently assessing the impact of this new statement on its consolidated
financial position, liquidity, and results of operations.
Reclassification
Certain 1998 and 1997 items have been reclassified to conform to the
1999 presentation.
4. INVESTMENTS IN OTHER REAL ESTATE PARTNERSHIPS
The Investment in Other Real Estate Partnerships reflects the Operating
Partnership's limited partnership equity interest in the entities described
in Note 1 to these financial statements.
Summarized condensed financial information as derived from the
financial statements of the Other Real Estate Partnerships is presented below:
Condensed Combined Balance Sheets:
<TABLE>
<CAPTION>
Year Ended
--------------------------
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate, Net ................. $433,970 $419,117
Other Assets ................................... 38,491 41,198
-------- --------
Total Assets ........................... $472,461 $460,315
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ......................... $ 41,891 $ 42,422
Other Liabilities .............................. 35,620 5,901
-------- --------
Total Liabilities ..................... 77,511 48,323
-------- --------
Partners' Capital .............................. 394,950 411,992
-------- --------
Total Liabilities and Partners' Capital $472,461 $460,315
======== ========
</TABLE>
Condensed Combined Statements of Operations:
<TABLE>
<CAPTION>
Year Ended
--------------------------------------------
December 31, December 31, December 31,
1999 1998 1997
------------ ------------ -------------
<S> <C> <C> <C>
Total Revenues ................................................ $ 59,677 $ 56,221 $ 124,406
Property Expenses ............................................. (13,685) (13,005) (30,569)
General and Administrative .................................... (167) -- --
Interest Expense .............................................. (3,070) (2,971) (24,760)
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs ................................. (67) (65) (2,443)
Depreciation and Other Amortization ........................... (10,485) (9,597) (23,310)
Abandoned Pursuit Costs Charge ................................ -- (360) --
Loss on Disposition of Interest Rate Protection Agreements .... -- -- (2,608)
Gain on Sales of Properties ................................... 17,893 2,417 4,275
Extraordinary Loss ............................................ -- -- (9,458)
Cumulative Effect of Change in Accounting Principle ........... -- (858) --
--------- --------- ---------
Net Income .................................................... $ 50,096 $ 31,782 $ 35,533
========= ========= =========
</TABLE>
On January 2, 1998, the Financing Partnership distributed 173
industrial properties with a net book value of approximately $387,647 to the
Operating Partnership.
F-11
<PAGE> 62
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
4. INVESTMENTS IN OTHER REAL ESTATE PARTNERSHIPS, CONTINUED
During 1999, the Operating Partnership contributed four
industrial properties to the Securities Partnership. The four properties
contributed by the Operating Partnership to the Securities Partnership had an
aggregate net book value of approximately $10,387.
5. INVESTMENTS IN JOINT VENTURES
On September 28, 1998, the Consolidated Operating Partnership, through
a wholly-owned limited liability company in which the Operating Partnership is
its sole member, entered into a joint venture arrangement (the "September 1998
Joint Venture") with an institutional investor to invest in industrial
properties. The Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member, owns
a 10% equity interest in the September 1998 Joint Venture and provides property
and asset management services to the September 1998 Joint Venture. On or after
October 2000, under certain circumstances, the Operating Partnership has the
option of purchasing all of the properties owned by the September 1998 Joint
Venture at a price to be determined in the future. The Consolidated Operating
Partnership received approximately $2,315 and $2,348 (net of the intercompany
elimination) in acquisition, asset management and property management fees in
1999 and 1998 respectively, from the September 1998 Joint Venture. For the
twelve months ended December 31, 1999, the Operating Partnership, through a
wholly-owned limited liability company of which it is the sole member, invested
approximately $767 and received distributions of approximately $874 from the
September 1998 Joint Venture. For the twelve months ended December 31, 1998, the
Operating Partnership, through a wholly-owned limited liability company of which
it is the sole member, invested approximately $4,413 in the September 1998 Joint
Venture. The Consolidated Operating Partnership accounts for the September 1998
Joint Venture under the equity method of accounting. As of December 31, 1999,
the September 1998 Joint Venture owned 146 industrial properties comprising
approximately 7.5 million square feet (unaudited) of GLA.
On September 2, 1999, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is its
sole member, entered into a new joint venture arrangement (the "September 1999
Joint Venture") with an institutional investor to invest in industrial
properties. The Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member, owns
a 10% equity interest in the September 1999 Joint Venture and provides property
and asset management services to the September 1999 Joint Venture. On or after
September 2001, under certain circumstances, the Consolidated Operating
Partnership has the option of purchasing all the properties owned by the
September 1999 Joint Venture at a price to be determined in the future. The
Consolidated Operating Partnership received approximately $993 (net of the
intercompany elimination) in acquisition, asset management and property
management fees in 1999 from the September 1999 Joint Venture. The Operating
Partnership, through a wholly-owned limited liability company in which it is the
sole member, also invested approximately $1,755 in the September 1999 Joint
Venture. The Consolidated Operating Partnership accounts for the September 1999
Joint Venture under the equity method of accounting. As of December 31, 1999,
the September 1999 Joint Venture owned 39 industrial properties comprising
approximately 1.2 million square feet (unaudited) of GLA.
6. REAL ESTATE HELD FOR SALE
The Consolidated Operating Partnership has an active sales program
through which it is continually engaged in identifying and evaluating its
current portfolio for potential sales candidates in order to redeploy capital.
At December 31, 1999, the Consolidated Operating Partnership had five industrial
properties comprising approximately .8 million square feet (unaudited) of GLA
held for sale. The five industrial properties were identified as held for sale
during the three months ended December 31, 1999. There can be no assurance that
such properties held for sale will be sold.
The following table discloses certain information regarding the five
industrial properties held for sale by the Consolidated Operating Partnership.
YEAR ENDED
--------------------------------
1999 1998 1997
-------- -------- --------
Total Revenues .................... $ 3,459 $ 3,043 $ 955
Operating Expenses ................ (1,138) (811) (159)
Depreciation and Amortization ..... (516) (420) (128)
-------- -------- --------
Income from Operations ............ $ 1,805 $ 1,812 $ 668
======== ======== ========
Net Carrying Value ................ $ 25,337
========
F-12
<PAGE> 63
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS
Mortgage Loans
On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan")
that is collateralized by seven properties in Indianapolis, Indiana and three
properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed
interest rate of 7.50% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan matures on April 1,
2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the
greater of a 1% prepayment fee or a yield maintenance premium.
On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan
(together, the "Assumed Loans") that are collateralized by 13 properties in
Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively.
The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly
principal and interest payments based on a 16.75-year amortization schedule. The
Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only
after December 1999 in exchange for the greater of a 1% prepayment fee or a
yield maintenance premium.
On January 31, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed two mortgage loans in the amount of $3,800
(the "LB Mortgage Loan I") and $705 (the "LB Mortgage Loan II"). The LB Mortgage
Loan I, which was collateralized by a property located in Long Island, New York
and provided for interest only payments prior to its maturity date of July 11,
1998, was paid off and retired by the Operating Partnership on December 19, 1997
(see Note 13). The LB Mortgage Loan II, which is collateralized by a property
located in Long Island, New York, is interest free until February, 1998, at
which time the LB Mortgage Loan II bears interest at 8.00% and provides for
interest only payments prior to maturity. The LB Mortgage Loan II matures 180
days after the completion of a contingent event relating to the environmental
status of the property collateralizing the loan.
On October 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the
"Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I is
collateralized by a property in Bensenville, Illinois, bears interest at a fixed
rate of 8.50% and provides for monthly principal and interest payments based on
a 15-year amortization schedule. The Acquisition Mortgage Loan I matures on
August 1, 2008. The Acquisition Mortgage Loan I may be prepaid after July 1998
in exchange for a prepayment fee.
On December 9, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the
"Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II is
collateralized by ten properties in St. Charles, Louisiana, bears interest at a
fixed rate of 7.75% and provides for monthly principal and interest payments
based on a 22-year amortization schedule. The Acquisition Mortgage Loan II
matures on April 1, 2006. The Acquisition Mortgage Loan II may be prepaid only
after April 1999 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
On December 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the
"Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III is
collateralized by two properties in Houston, Texas, bears interest at a fixed
interest rate of 8.875% and provides for monthly principal and interest payments
based on a 20-year amortization schedule. The Acquisition Mortgage Loan III
matures on June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only
after June 1998 in exchange for the greater of a 2% prepayment fee or a yield
maintenance premium.
On April 16, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $2,525
(the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is
collateralized by one property in Baltimore, Maryland, bears interest at a fixed
rate of 8.95% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on
October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after
October 2001 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
F-13
<PAGE> 64
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $965
(the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI is
collateralized by one property in Portland, Oregon, bears interest at a fixed
rate of 8.875% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on
November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after
September 2001 in exchange for a 3% prepayment fee.
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1,367
(the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII is
collateralized by one property in Milwaukee, Oregon, bears interest at a fixed
rate of 9.75% and provides for monthly principal and interest payments based on
a 25-year amortization schedule. The Acquisition Mortgage Loan VII matures on
March 15, 2002. The Acquisition Mortgage Loan VII may be prepaid only after
December 2001.
On November 5, 1998, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the principal amount of
$1,348 (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan
VIII was collateralized by three properties in Richland Hills, Texas, bore
interest at a fixed rate of 8.45% and provided for monthly principal and
interest payments based on a 143-month amortization schedule. On August 2, 1999,
the Consolidated Operating Partnership paid off and retired the Acquisition
Mortgage Loan VIII.
Senior Unsecured Debt, Net
On April 4, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, entered into a $309,800 unsecured loan (the "Defeasance
Loan"). The Defeasance Loan bore interest at LIBOR plus 1% and had a scheduled
maturity of July 1, 1999. The gross proceeds from the Defeasance Loan were
contributed to the Financing Partnership which used the contribution to purchase
U.S. Government Securities as substitute collateral to execute a legal
defeasance of its $300,000 mortgage loan. The Defeasance Loan was paid off and
retired in May 1997 (See Note 13).
On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $150,000 of senior unsecured debt which matures on
May 15, 2007 and bears a coupon interest rate of 7.60% (the "2007 Notes"). The
issue price of the 2007 Notes was 99.965%. Interest is paid semi-annually in
arrears on May 15 and November 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2007 Notes prior to
issuance. The debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2007 Notes as an
adjustment to the interest expense. The 2007 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.
On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The
issue price of the 2027 Notes was 99.854%. The 2027 Notes are redeemable, at the
option of the holders thereof, on May 15, 2002. Interest is paid semi-annually
in arrears on May 15 and November 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2027 Notes prior to
issuance. The 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-14
<PAGE> 65
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
On May 22, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes"). The
issue price of the 2011 Notes was 99.348%. Interest is paid semi-annually in
arrears on May 15 and November 15. The 2011 Notes are redeemable, at the option
of the holder thereof, on May 15, 2004 (the "Put Option"). The Consolidated
Operating Partnership received approximately $1,781 of proceeds from the holder
of the 2011 Notes as consideration for the Put Option. The Consolidated
Operating Partnership amortizes the Put Option amount over the life of the Put
Option as an adjustment to interest expense. The Consolidated Operating
Partnership, through the Operating Partnership, also entered into an interest
rate protection agreement which was used to fix the interest rate on the 2011
Notes prior to issuance. The debt issue discount and the settlement amount of
the interest rate protection agreement are being amortized over the life of the
2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.
On November 20, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $50,000 of senior unsecured debt which matures
on November 21, 2005 and bears a coupon interest rate of 6.90% (the "2005
Notes"). The issue price of the 2005 Notes was 100%. Interest is paid
semi-annually in arrears on May 21 and November 21. The 2005 Notes contain
certain covenants including limitation on incurrence of debt and debt service
coverage.
On November 24, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, entered into a $25,000 unsecured loan (the "November
1997 Unsecured Loan"). The November 1997 Unsecured Loan bore interest at LIBOR
plus .80% and had a scheduled maturity date of December 31, 1997. The November
1997 Unsecured Loan was paid off and retired on December 5, 1997 (see Note 13).
On December 8, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $150,000 of senior unsecured debt which
matures on December 1, 2006 and bears a coupon interest rate of 7.00% (the "2006
Notes"). The issue price of the 2006 Notes was 100%. Interest is paid
semi-annually in arrears on June 1 and December 1. The Consolidated Operating
Partnership, through the Operating Partnership, also entered into an interest
rate protection agreement which was used to fix the interest rate on the 2006
Notes prior to issuance. The settlement amount of the interest rate protection
agreement is being amortized over the life of the 2006 Notes as an adjustment to
interest expense. The 2006 Notes contain certain covenants including limitation
on incurrence of debt and debt service coverage.
On December 8, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $100,000 of senior unsecured debt which
matures on December 1, 2017 and bears a coupon interest rate of 7.50% (the "2017
Notes"). The issue price of the 2017 Notes was 99.808%. Interest is paid
semi-annually in arrears on June 1 and December 1. The Consolidated Operating
Partnership will amortize the debt issue discount over the life of the 2017
Notes as an adjustment to interest expense. The 2017 Notes may be redeemed at
any time at the option of the Consolidated Operating Partnership, in whole or in
part, at a redemption price equal to the sum of the principal amount of the 2017
Notes being redeemed plus accrued interest thereon to the redemption date and
any make-whole amount, as defined in the Prospectus Supplement Relating to the
2017 Notes.
On March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of Dealer remarketable securities which
mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011
Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid
semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable
(the "Call Option"), at the option of J.P. Morgan Securities, Inc., as
Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the
"Remarketing Date"). The Consolidated Operating Partnership received
approximately $2,760 of
F-15
<PAGE> 66
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
proceeds from the Remarketing Dealer as consideration for the Call Option. The
Consolidated Operating Partnership will amortize the proceeds over the life of
the Call Option as an adjustment to interest expense. If the holder of the Call
Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the
Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed
rate until April 5, 2011 based upon a predetermined formula as disclosed in the
related Prospectus Supplement. If the Remarketing Dealer elects not to remarket
the 2011 Drs., then the Consolidated Operating Partnership will be required to
repurchase, on the Remarketing Date, any 2011 Drs. that have not been purchased
by the Remarketing Dealer at 100% of the principal amount thereof, plus accrued
and unpaid interest, if any. The Consolidated Operating Partnership also settled
an interest rate protection agreement, in the notional amount of $100,000, which
was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt
issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2011 Drs. as an adjustment to
interest expense. The 2011 Drs. contain certain covenants including limitations
on incurrence of debt and debt service coverage.
On July 14, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The
issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in
arrears on January 15 and July 15. The Consolidated Operating Partnership,
through the Operating Partnership, also settled interest rate protection
agreements, in the notional amount of $150,000, which were used to fix the
interest rate on the 2028 Notes prior to issuance. The debt issue discount and
the settlement amount of the interest rate protection agreements are being
amortized over the life of the 2028 Notes as an adjustment to the interest
expense. The 2028 Notes contain certain covenants including limitation on
incurrence of debt and debt service coverage. Approximately $50,000 of the 2028
Notes was purchased, through a broker/dealer, by an entity in which a Director
of the Company owns greater than a ten percent interest.
Acquisition Facilities
In December 1996, the Operating Partnership terminated its $150,000
secured revolving credit facility and entered into a $200,000 unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility") which
initially bore interest at LIBOR plus 1.10% or a "Corporate Base Rate" plus .25%
and provided for interest only payments until the maturity date. In December
1997, the Operating Partnership terminated the 1996 Unsecured Acquisition
Facility (see Note 13) and entered into a $300,000 unsecured revolving credit
facility (the "1997 Unsecured Acquisition Facility") which initially bears
interest at LIBOR plus .80% or a "Corporate Base Rate", at the Operating
Partnership's election, and provides for interest only payments until maturity.
The Operating Partnership may borrow under the facility to finance the
acquisition of additional properties and for other corporate purposes, including
to obtain additional working capital. The 1997 Unsecured Acquisition Facility
contains certain financial covenants relating to debt service coverage, market
value net worth, dividend payout ratio and total funded indebtedness.
F-16
<PAGE> 67
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
acquisition facility payable:
<TABLE>
<CAPTION>
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
------------------------------- ---------------------------- ---------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
1999 1998 1999 1998 1999 DATE
------------- ------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE, NET
CIGNA Loan. ................... $ 34,636 $ 35,220 $ 216 $ --- 7.500% 4/01/03
Assumed Loans.................. 8,343 8,661 --- --- 9.250% 1/01/13
LB Mortgage Loan II............ 705 705 --- --- 8.000% (1)
Acquisition Mortgage Loan I.... 3,591 3,864 --- --- 8.500% 8/01/08
Acquisition Mortgage Loan II... 7,630 7,828 --- 51 7.750% 4/01/06
Acquisition Mortgage Loan III.. 3,350 3,485 --- 26 8.875% 6/01/03
Acquisition Mortgage Loan IV... 2,423 2,488 --- 19 8.950% 10/01/06
Acquisition Mortgage Loan VI... 991 (2) 1,024 (2) --- 7 8.875% 11/01/06
Acquisition Mortgage Loan VII.. 1,390 (2) 1,450 (2) --- 11 9.750% 3/15/02
Acquisition Mortgage Loan VIII. --- (3) 1,340 --- 9 (3) (3)
------------- ----------- --------- ----------
Total ......................... $ 63,059 $ 66,065 $ 216 $ 123
============= =========== ========= ===========
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 .................... 149,961 (4) 149,956 (4) 1,457 1,457 7.600% 5/15/07
2011 Notes .................... 99,470 (4) 99,424 (4) 942 942 7.375% 5/15/11 (5)
2017 Notes .................... 99,828 (4) 99,818 (4) 625 625 7.500% 12/01/17
2027 Notes .................... 99,867 (4) 99,862 (4) 914 914 7.150% 5/15/27 (6)
2028 Notes .................... 199,776 (4) 199,768 (4) 7,009 7,051 7.600% 7/15/28
2011 Drs ...................... 99,786 (4) 99,767 (4) 1,553 1,553 6.500% (8) 4/05/11 (7)
------------- ----------- --------- ----------
Total ........................ $ 948,688 $ 948,595 $ 13,758 $ 13,800
============= =========== ========= ===========
ACQUISITION FACILITY PAYABLE
1997 Unsecured Acquisition
Facility..................... $ 94,000 $ 134,800 $ 663 $ 690 7.09% 4/30/01
============= =========== ========= ===========
</TABLE>
(1) The maturity date of the LB Mortgage Loan II is based on a contingent event
relating to the environmental status of the property collateralizing the
loan.
(2) At December 31, 1999, the Acquisition Mortgage Loan VI and the Acquisition
Mortgage Loan VII are net of unamortized premiums of $57 and $64,
respectively. At December 31, 1998, the Acquisition Mortgage loan VI and
the Acquisition Mortgage loan VII are net of amoritized premiums of $66 and
$93, respectively.
(3) The Acquisition Mortgage Loan VIII was paid off and retired on August 2,
1999.
(4) At December 31, 1999, the 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes,
2028 Notes and the 2011 Drs. are net of unamortized discounts of $39, $530,
$172, $133, $224 and $214, respectively. At December 31, 1998, the 2007
Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
net of unamoritized discounts of $44, $576, $182, $138, $232 and $233,
respectively.
(5) The 2011 Notes are redeemable at the option of the holder thereof, on May
15, 2004.
(6) The 2027 Notes are redeemable at the option of the holders thereof, on May
15, 2002.
(7) The 2011 Drs. are required to be redeemed by the Operating Partnership on
April 5, 2001 if the Remarketing Dealer elects not to remarket the 2011
Drs.
(8) The 2011 Drs. bear interest at an annual rate of 6.50% to the
Remarketing Date. If the holder of the Call Option calls the 2011 Drs.
and elects to remarket the 2011 Drs., then after the Remarketing Date, the
interest rate on the 2011 Drs. will be reset at a fixed rate until April
5, 2011 based on a predetermined formula as disclosed in the related
Prospectus Supplement.
F-17
<PAGE> 68
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
7. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
Fair Value
At December 31, 1999 and 1998, the fair value of the Consolidated
Operating Partnership's mortgage loans payable, senior unsecured debt,
acquisition facility payable, Put Option and Call Option were as follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------------------------- -------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Mortgage Loans Payable......... $ 63,059 $ 61,445 $ 66,065 $ 68,384
Senior Unsecured Debt.......... 948,688 859,455 948,595 925,320
Acquisition Facility Payable... 94,000 94,000 134,800 134,800
Put Option and Call Option..... 2,263 3,950 3,438 13,200
---------------- -------------- ------------- --------------
Total.......................... $ 1,108,010 $ 1,018,850 $ 1,152,898 $ 1,141,704
================ ============== ============= ==============
</TABLE>
The following is a schedule of maturities of the mortgage loans, senior
unsecured debt and acquisition facility payable for the next five years ending
December 31, and thereafter:
Amount
-----------------
2000.................. $ 1,787
2001.................. 95,940
2002.................. 3,325
2003.................. 36,532
2004.................. 1,319
Thereafter............ 967,330
-----------------
Total................. $ 1,106,233
=================
The maturity date of the LB Mortgage Loan II is based on a contingent
event. As a result, the LB Mortgage Loan II is not included in the preceding
table.
Interest Rate Protection Agreements
On July 1, 1995, the Consolidated Operating Partnership, through the
Operating Partnership, entered into interest rate swap agreements (the "1995
Interest Rate Protection Agreements") with a notional value of $300,000, which,
together with the interest rate protection agreements the Financing Partnership
owned, effectively fixed the annual interest rate on the Financing Partnership's
$300,000 mortgage loan at 6.97% for six years through June 30, 2001. The costs
of the 1995 Interest Rate Protection Agreements had been capitalized and were
being amortized over the respective terms of the 1995 Interest Rate Protection
Agreements. On May 16, 1997, the Operating Partnership sold the 1995 Interest
Rate Protection Agreements (See Note 10).
F-18
<PAGE> 69
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
8. PARTNERS' CAPITAL
The Operating Partnership has issued general partnership units and
limited partnership units (together, the "Units") and preferred general
partnership units. The general partnership units resulted from capital
contributions from the Company. The limited partnership units are issued in
conjunction with the acquisition of certain properties (See discussion below).
Subject to lock-up periods and certain adjustments, limited partnership units
are generally convertable into common stock, par value $.01, of the Company on a
one-for-one basis. The preferred general partnership units result from preferred
capital contributions from the Company. The Operating Partnership will be
required to make all required distributions on the preferred general partnership
units prior to any distribution of cash or assets to the holders of the general
and limited partnership units except for distributions required to enable the
Company to maintain its qualification as a REIT.
Contributions
On September 16, 1997, the Company issued 637,440 shares of $.01 par
value common stock (the "September 1997 Equity Offering"). The net proceeds of
the $18,900 received from the September 1997 Equity Offering were contributed to
the Operating Partnership in exchange for 637,440 Units in the Operating
Partnership and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner contribution (the "September 1997
Capital Contribution").
On October 15, 1997, the Company issued 5,400,000 shares of $.01 par
value common stock (the "October 1997 Equity Offering"). The net proceeds of
$176,556 received from the October 1997 Equity Offering were contributed to the
Operating Partnership in exchange for 5,400,000 Units and are reflected in the
Consolidated Operating Partnership's financial statements as a general partner
contribution (the "October 1997 Capital Contribution").
During 1997, the Operating Partnership issued 3,634,148 Units valued,
in the aggregate, at $115,231 in exchange for interests in certain properties.
These contributions are reflected in the Consolidated Operating Partnership's
financial statements as limited partners contributions.
During 1997, certain employees of the Company exercised 168,000
employee stock options. Gross proceeds to the Company approximated $3,883. The
gross proceeds from the option exercises were contributed to the Operating
Partnership in exchange for Units and are reflected in the Consolidated
Operating Partnership's financial statements as a general partner contribution.
On April 23, 1998, the Company issued, in a private placement,
1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity
Offering"). The net proceeds of approximately $33,141 received from the April
1998 Equity Offering were contributed to the Operating Partnership in exchange
for 1,112,644 Units in the Operating Partnership and are reflected in the
Consolidated Operating Partnership's financial statements as a general partner
contribution (the "April 1998 Capital Contribution").
During 1998, the Operating Partnership issued 1,515,983 Units valued,
in the aggregate, at $49,413 in exchange for interests in certain properties.
These contributions are reflected in the Consolidated Operating Partnership's
financial statements as limited partners contributions.
During 1998, certain employees of the Company exercised 108,500
employee stock options. Gross proceeds to the Company approximated $2,543. The
gross proceeds from the option exercises were contributed to the Operating
Partnership in exchange for Units and are reflected in the Consolidated
Operating Partnership's financial statements as a general partner contribution.
During 1999, certain employees of the Company exercised 33,000 employee
stock options. Gross proceeds to the Company approximated $732. The gross
proceeds from the option exercises were contributed to the Operating Partnership
in exchange for Units and are reflected in the Consolidated Operating
Partnership's financial statements as a general partner contribution.
F-19
<PAGE> 70
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
8. PARTNERS' CAPITAL, CONTINUED
Preferred Contributions:
On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $96,292 received
from the Series B Preferred Stock were contributed to the Operating Partnership
in exchange for 8 3/4% Series B Cumulative Preferred Units (the "Series B
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series
C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $47,997 received
from the Series C Preferred Stock were contributed to the Operating Partnership
in exchange for 8 5/8% Series C Cumulative Preferred Units (the "Series C
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
On February 4, 1998, the Company issued 5,000,000 Depositary Shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an
initial offering price of $25 per Depositary Share. The net proceeds of $120,562
received from the Series D Preferred Stock were contributed to the Operating
Partnership in exchange for 7.95% Series D Cumulative Preferred Units (the
"Series D Preferred Units") and are reflected in the Consolidated Operating
Partnership's financial statements as a general partner preferred unit
contribution.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $72,138 received
from the Series E Preferred Stock were contributed to the Operating Partnership
in exchange for 7.90% Series E Cumulative Preferred Units (the "Series E
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
Distributions:
On January 18, 1999, the Operating Partnership paid a fourth quarter
1998 distribution of $.60 per Unit, totaling approximately $27,081. On April 19,
1999, the Operating Partnership paid a first quarter 1999 distribution of $.60
per Unit, totaling approximately $27,157. On July 19, 1999, the Operating
Partnership paid a second quarter 1999 distribution of $.60 per Unit, totaling
approximately $27,157. On October 18, 1999, the Operating Partnership paid a
third quarter distribution of $.60 per Unit, totaling approximately $27,157. On
January 24, 2000, the Operating Partnership paid a fourth quarter distribution
of $.62 per Unit, totaling approximately $28,164.
On March 31, 1999, June 30, 1999, September 30, 1999 and December 31,
1999, the Operating Partnership paid quarterly 1999 distributions of $54.688 per
unit on its Series B Cumulative Preferred Units, $53.906 per unit on its Series
C Cumulative Preferred Units, $49.687 per unit on its Series D Cumulative
Preferred Units and $49.375 per unit on its Series E Cumulative Preferred Units.
The preferred unit distributions paid on March 31, 1999, June 30, 1999,
September 30, 1999 and December 31, 1999 totaled, in the aggregate,
approximately $7,231 per quarter.
9. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 1999, the Consolidated Operating Partnership acquired 16 in-service
industrial properties and one industrial property under redevelopment
comprising, in the aggregate, approximately 1.3 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$47,516 and completed the development of 16 properties and one expansion
comprising approximately 2.4 million square feet (unaudited) of GLA at a cost of
approximately $81,925.
In 1998, the Consolidated Operating Partnership acquired 221 industrial
properties comprising approximately 11.0 million square feet (unaudited) of GLA
and several land parcels for a total purchase price of approximately $454,778
and completed the development of seven properties comprising approximately 1.0
million square feet (unaudited) of GLA at a cost of approximately $37,194.
In 1997, the Consolidated Operating Partnership acquired 380 industrial
properties comprising approximately 21.0 million square feet (unaudited) of GLA
and several land parcels for a total purchase price of approximately $819,780
and completed the development of eight properties comprising approximately 1.2
million square feet (unaudited) of GLA at a cost of approximately $38,008.
F-20
<PAGE> 71
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
10. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS
In November 1998, the Consolidated Operating Partnership, through the
Operating Partnership, settled its remaining interest rate protection agreement
which was scheduled to expire on January 4, 1999. This agreement was entered
into in December 1997 in anticipation of 1998 senior unsecured debt offerings.
Due to the changing market conditions and the Consolidated Operating
Partnership's expectation that it will not issue debt securities associated with
the interest rate protection agreement, the Consolidated Operating Partnership
settled its position in the interest rate protection agreement. As a result, the
Consolidated Operating Partnership has recognized an expense of approximately
$8,475 associated with the termination of the interest rate protection agreement
in the fourth quarter of 1998.
In May 1997, the Consolidated Operating Partnership, through the
Operating Partnership, sold the 1995 Interest Rate Protection Agreements. The
gross proceeds from the sale of the Interest Rate Protection Agreements were
approximately $6,440. The gain on disposition of the interest rate protection
agreements totaled approximately $4,038.
11. RESTRUCTURING CHARGE
In connection with management's plan to improve operating efficiencies
and reduce costs, the Consolidated Operating Partnership recorded a
restructuring charge of approximately $6,858 in the fourth quarter of 1998. The
restructuring charge is comprised of severance costs, of which approximately
$1,206 is non-cash relating to immediate vesting of restricted Units. The cash
portion of the severance costs were paid in fiscal year 1999.
12. SALES OF REAL ESTATE
In 1999, the Consolidated Operating Partnership, through the Operating
Partnership, sold 44 in-service industrial properties, one property under
development and several land parcels. Gross proceeds from these sales totaled
approximately $178,304. Approximately $4,835 and $23,308 of the gross proceeds
from the sales of these properties was received from the September 1998 Joint
Venture and Financing Partnership, respectively (the Consolidated Operating
Partnership sold two properties to the September 1998 Joint Venture and two
properties to the Financing Partnership, in each case, at the Consolidated
Operating Partnership's approximate net book value). The gain on sales totaled
approximately $11,904.
In 1998, the Consolidated Operating Partnership, through the Operating
Partnership, sold 36 in-service properties and several land parcels. Gross
proceeds from these sales totaled approximately $77,657. The gain on sales
totaled approximately $2,931.
In 1997, the Consolidated Operating Partnership, through the Operating
Partnership, sold three in-service properties, one property held for
redevelopment and land parcels. Gross proceeds from these sales totaled
approximately $16,083. The gain on sales totaled approximately $728.
13. EXTRAORDINARY ITEMS
In 1997, the Consolidated Operating Partnership, through the Operating
Partnership, terminated the LB Mortgage Loan I, the Defeasance Loan, the
November 1997 Unsecured Loan and the 1996 Unsecured Acquisition Facility before
their contractual maturity date. As a result of these early retirements, the
Operating Partnership recorded an extraordinary loss of $4,666 comprised of the
write off of unamortized deferred financing fees, legal costs and other
expenses.
F-21
<PAGE> 72
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
14. EARNINGS PER UNIT
In February 1997, the FASB issued FAS 128. The computation of basic and
diluted EPU, as prescribed by FAS 128, is presented below:
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Numerator:
Income Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle..................................... $ 137,977 $ 85,998 $ 58,285
Less: Preferred Unit Distributions................................. (28,924) (26,691) (7,936)
------------- ------------- ------------
Net Income Available to Unitholders Before Extraordinary Loss-
and Cumulative Effect of Change in Accounting Principle for
Basic and Diluted EPU.............................................. 109,053 59,307 50,349
Extraordinary Loss.................................................... --- --- (4,666)
Cumulative Effect of Change in Accounting Principle................... --- (719) ---
------------- ------------- ------------
Net Income Available to Unitholders- For Basic and
Diluted EPU........................................................ $ 109,053 $ 58,588 $ 45,683
============= ============= ============
Denominator:
Weighted Average Units Outstanding at December 31, 1999, 1998
and 1997, respectively- Basic...................................... 45,270,821 44,099,879 35,681,562
Effect of Dilutive Securities:
Employee Common Stock Options of the Company that result in
the issuance of general partnership units.......................... 101,801 182,515 305,686
------------- ------------- ------------
Weighted Average Units Outstanding at December 31, 1999, 1998
and 1997, respectively- Diluted.................................... 45,372,622 44,282,394 35,987,248
============= ============= ============
Basic EPU:
Net Income Available to Unitholders Before Extraordinary Loss
and Cumulative Effect of Change in Accounting Principle............ $ 2.41 $ 1.34 $ 1.41
============= ============= ============
Extraordinary Loss.................................................... $ --- $ --- $ (.13)
============= ============= ============
Cumulative Effect of Change in Accounting Principle................... $ --- $ (.02) $ ---
============= ============= ============
Net Income Available to Unitholders................................... $ 2.41 $ 1.33 $ 1.28
============= ============= ============
Diluted EPU:
Net Income Available to Unitholders Before Extraordinary Loss
and Cumulative Effect of Change in Accounting Principle............ $ 2.40 $ 1.34 $ 1.40
============= ============= ============
Extraordinary Loss................................................... $ --- $ --- $ (.13)
============= ============= ============
Cumulative Effect of Change in Accounting Principle.................. $ --- $ (.02) $ ---
============= ============= ============
Net Income Available to Unitholders.................................. $ 2.40 $ 1.32 $ 1.27
============= ============= ============
</TABLE>
F-22
<PAGE> 73
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
15. FUTURE RENTAL REVENUES
The Consolidated Operating Partnership's properties are leased to
tenants under net and semi-net operating leases. Minimum lease payments
receivable, excluding tenant reimbursements of expenses, under noncancelable
operating leases in effect as of December 31, 1999 are approximately as follows:
2000............... $ 254,701
2001............... 213,860
2002............... 171,596
2003............... 132,646
2004............... 98,602
Thereafter......... 230,266
--------------
Total........ $ 1,101,671
==============
16. EMPLOYEE BENEFIT PLANS
The Company maintains two stock incentive plans, (the "Stock Incentive
Plans"), which are administered by the Compensation Committee of the Board of
Directors of the Company. There are approximately 7.7 million shares reserved
under the Stock Incentive Plans. Only officers and employees of the Company and
its affiliates generally are eligible to participate in the Stock Incentive
Plans. However, independent Directors of the Company receive automatic annual
grants of options to purchase 10,000 shares at a per share exercise price equal
to the fair market value of a share on the date of grant.
The Stock Incentive Plans authorize (i) the grant of stock options that
qualify as incentive stock options under Section 422 of the Code, (ii) the grant
of stock options that do not so qualify, (iii) restricted stock awards, (iv)
performance share awards and (v) dividend equivalent rights. The exercise price
of stock options will be determined by the Compensation Committee, but may not
be less than 100% of the fair market value of the shares on the date of grant.
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, 1999, stock
options covering 2.8 million shares were outstanding and stock options covering
4.4 million shares were available under the Stock Incentive Plans. The
outstanding stock options generally vest over one to ten year periods and have
lives of ten years. Stock option transactions are summarized as follows:
<TABLE>
<CAPTION>
Weighted Average
Exercise Price Exercise
Share per Share Price per Share
--------------- ------------------ ----------------
<S> <C> <C> <C>
Outstanding at December 31, 1996............... 1,093,500 $22.49 $18.25-$25.63
Granted....................................... 538,000 $30.32 $28.50-$30.375
Exercised or Coverted (300,000) $22.50 $18.25-$23.50
---------------
Outstanding at December 31, 1997............... 1,331,500 $25.67 $18.25-$30.375
Granted....................................... 5,248,200 $34.92 $24.00-$35.81
Exercised or Converted........................ (165,500) $23.14 $20.25-$30.38
Expired or Terminated.... (1,417,200) $35.42 $22.75-$35.81
---------------
Outstanding at December 31, 1998............... 4,997,000 $32.70 $18.25-$35.81
Granted....................................... 1,041,567 $25.35 $25.13-$27.69
Exercised or Converted........................ (68,000) $22.79 $20.25-$25.13
Expired or Terminated......................... (3,194,300) $35.31 $22.75-$35.81
---------------
Outstanding at December 31, 1999............... 2,776,267 $27.04 $18.25-$31.13
===============
</TABLE>
F-23
<PAGE> 74
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
16. EMPLOYEE BENEFIT PLANS, CONTINUED
The following table summarizes currently outstanding and exercisable
options as of December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
---------------------------------------------------- --------------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Number Contractual Exercise Number Exercise
Range of Exercise Price Outstanding Life Price Exercisable Price
- --------------------------- -------------- ---------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
$18.25-$25.13 1,498,200 7.68 $24.08 1,056,350 $23.64
$28.50-$31.13 1,278,067 8.11 $30.51 1,194,734 $30.73
</TABLE>
The Consolidated Operating Partnership applies Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", in accounting
for the Company's Stock Incentive Plans. Accordingly, no compensation expense
has been recognized in the consolidated statements of operations. Had
compensation expense for the Company's Stock Incentive Plans been determined
based upon the fair value at the grant date for awards under the Stock Incentive
Plans consistent with the methodology prescribed under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", net
income and earnings per Unit would have been the pro forma amounts indicated in
the table below:
<TABLE>
<CAPTION>
For the Year Ended
-------------------------------------------------
1999 1998 1997
------------- ------------- ---------------
<S> <C> <C> <C>
Net Income Available to Unitholders - as reported..................... $ 109,053 $ 58,588 $ 45,683
Net Income Available to Unitholders - pro forma....................... $ 107,185 $ 56,801 $ 44,403
Net Income Available to Unitholders per Unit - as reported- Basic..... $ 2.41 $ 1.33 $ 1.28
Net Income Available to Unitholders per Unit - pro forma- Basic....... $ 2.37 $ 1.29 $ 1.24
Net Income Available to Unitholders per Unit - as reported - Diluted.. $ 2.40 $ 1.32 $ 1.27
Net Income Available to Unitholders per Unit - pro forma - Diluted... $ 2.36 $ 1.28 $ 1.23
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............................................ 8.88% 8.01% 8.15%
Expected stock price volatility.................................... 20.55% 20.56% 20.01%
Risk-free interest rate............................................ 5.30% 5.64% 6.48%
Expected life of options........................................... 2.73 3.74 3.78
</TABLE>
The weighted average fair value of options granted during 1999, 1998 and 1997 is
$1.79, $2.95 and $2.72 per option, respectively.
In September 1994, the Board of Directors approved and the Company
adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing
Plan, all eligible employees may participate by making voluntary contributions.
The Company may make, but is not required to make, matching contributions. For
the years ended December 31, 1999, 1998 and 1997, the Company, through the
Operating Partnership, made matching contributions of approximately $208, $198
and $108, respectively. In March 1996, the Board of Directors approved and the
Company adopted a Deferred Income Plan (the "Plan"). At December 31, 1999,
596,498 units were outstanding. The expense related to these deferred income
benefits is included in general and administrative expenses in the consolidated
statements of operations.
During 1999, the Company awarded 72,300 shares of restricted common
stock to certain employees and 3,504 shares of restricted Common Stock to
certain Directors. Other employees of the Company converted certain in-the-money
employee stock options to 5,224 shares of restricted Common Stock. The Operating
Partnership issued Units to the Company in the same amount. These restricted
shares of Common Stock had a fair value of $2,121 on the date of grant. The
restricted common stock vests over a period from five to ten years. Compensation
expense will be charged to earnings in the Operating Partnership's consolidated
statements of operations over the vesting period.
F-24
<PAGE> 75
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
16. EMPLOYEE BENEFIT PLANS, CONTINUED
During 1998, the Company awarded 51,850 shares of restricted common
stock to certain employees and 2,769 shares of restricted Common Stock to
certain Directors. Other employees of the Company converted certain in-the-money
employee stock options to 13,602 shares of restricted Common Stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of Common Stock had a fair value of $2,324 on the date of
grant. The restricted common stock vests over a period from five to ten years.
Compensation expense will be charged to earnings in the Operating Partnership's
consolidated statements of operations over the vesting period.
During 1997, the Company awarded 59,946 shares of restricted common
stock to certain employees and 1,274 shares of restricted Common Stock to
certain Directors. Other employees of the Company converted certain in-the-money
employee stock options to 54,936 shares of restricted Common Stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of Common Stock had a fair value of $3,655 on the date of
grant. The restricted Common Stock vests over a period from two to ten years.
Compensation expense will be charged to earnings in the Consolidated Operating
Partnership's consolidated statements of operations over the vesting period.
17. RELATED PARTY TRANSACTIONS
The Consolidated Operating Partnership, through the Operating
Partnership, often obtains title insurance coverage for its properties from an
entity for which an independent Director of the Company became the President,
Chief Executive Officer and a Director in 1996.
From time to time, the Consolidated Operating Partnership utilizes real
estate brokerage services from CB Richard Ellis, Inc., for which a relative of
one of the Company's officers/Directors is an employee.
On July 16, 1998 the Consolidated Operating Partnership, through the
Operating Partnership, completed an acquisition of a real estate firm for which
an officer of the Company owned a 25% interest. Gross proceeds to the real
estate firm totaled approximately $2,349.
On June 23, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, purchased a 292,471 square foot (unaudited) light
industrial property located in Denver, Colorado for approximately $12,206. The
Property was purchased from a company in which one of the Company's officers
owned a 12.08% interest.
Four industrial properties were purchased from Western Suburban
Industrial Investments Limited Partnership ("Western") in which the sole general
partner, having a 5% interest, was Tomasz/Shidler Investment Corporation, the
sole shareholders of which were a Director of the Company and a former
Director/officer of the Company who also had a 53% and 32% limited partnership
interest in Western, respectively. Further, an additional Director/officer of
the Company was a limited partner in Western having an interest of 2%. The
aggregate purchase price for this acquisition totaled approximately $7,900,
excluding costs incurred in conjunction with the acquisition of the properties.
On November 19, 1998, the Consolidated Operating Partnership, through
the Operating Partnership, sold two industrial properties to two limited
partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center
Investment Company ("Hartford"), for a total consideration of approximately
$8,341. An entity in which the sole shareholders are an officer and Director and
a former officer and Director ("TSIC") has a 11.638% general partner interest
and a former officer and Director has a 75.585% limited partner interest in
Roosevelt. TSIC has a 12.39% general partner interest and a former officer and
Director has a 80.454% limited partner interest in Hartford. On December 4,
1998, the Consolidated Operating Partnership, through the Operating Partnership,
sold one industrial property to Eastgate Shopping Center Investment Co.
("Eastgate"), a limited partnership, for a total consideration of approximately
$2,360. TSIC has a 12.972% general partner interest and a former officer and
Director has a 79.536% limited partner interest in Eastgate. In each case, the
purchaser had the option of selling the properties back to the Operating
Partnership and the Operating Partnership had the option of buying the
properties back from the purchaser for a stipulated period of time. In January
2000, the purchasers exercised their options to sell the properties back to the
Operating Partnership. The gain on sale was deferred due to the existence of
these options.
From time to time, the Consolidated Operating Partnership utilizes
consulting services from the private consulting firm of one of the Company's
Directors. For the year ended December 31, 1999, the Consolidated Operating
Partnership has paid approximately $15 of fees to this entity.
F-25
<PAGE> 76
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
17. RELATED PARTY TRANSACTIONS, CONTINUED
On September 2, 1999, the September 1999 Joint Venture purchased a
1,159,121 square foot industrial property portfolio located in Los Angeles,
California for approximately $63,901. An officer of the Company held ownership
interests ranging between .004% and .13% in various entities that sold certain
properties to the September 1999 Joint Venture.
18. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1999 1998 1997
---------------- ---------------- -----------------
<S> <C> <C> <C>
Interest paid, net of
capitalized interest....................... $ 76,775 $ 59,510 $ 19,909
=============== ================ =================
Interest capitalized.......................... $ 5,568 $ 3,643 $ 1,151
=============== ================ =================
Supplemental schedule of non-cash
investing and financing activities:
Distribution payable on Units................. $ 28,164 $ 27,081 $ 22,010
=============== ================ =================
Exchange of limited partner units
for general partner units
Limited Partnership Interest.................. $ (2,618) $ (5,150) $ (3,395)
General Partnership Interest.................. $ 2,618 $ 5,150 $ 3,395
--------------- ---------------- -----------------
$ --- $ --- $ ---
=============== ================ =================
In conjunction with the property acquisitions, the following assets and liabilities were assumed:
Purchase of real estate......................... $ 47,516 $ 463,141 $ 817,058
Mortgage loans.................................. --- (6,222) (20,272)
Operating partnership units..................... --- (49,413) (115,230)
Accounts payable and
accrued expenses.............................. (274) (4,171) (11,064)
--------------- ---------------- -----------------
Acquisition of real estate...................... $ 47,242 $ 403,335 $ 670,492
=============== ================ =================
IN CONJUNCTION WITH THE DISTRIBUTION OF 173 PROPERTIES FROM THE FINANCING
PARTNERSHIP TO THE OPERATING PARTNERSHIP ON JANUARY 2, 1998, THE FOLLOWING
ASSETS AND LIABILITIES WERE ASSUMED:
Investment in real estate .................... $ 382,190
Tenant accounts receivable ................... 3,017
Deferred rent receivable ..................... 4,689
Other assets ................................. 6,209
Accounts payable and accrued expenses ........ (5,920)
Rents received in advance and security
deposits ................................... (2,538)
----------------
Investments in other real estate
partnerships ............................... $ 387,647
================
IN CONJUNCTION WITH THE CONTRIBUTION OF FOUR PROPERTIES FROM THE OPERATING
PARTNERSHIP TO THE SECURITIES PARTNERSHIP DURING 1999, THE FOLLOWING ASSETS
AND LIABILITIES WERE CONTRIBUTED:
Investment in real estate, net ................ $ 10,387
Tenant accounts receivable .................... (21)
Deferred rent receivable ...................... 40
Other assets, net ............................. 17
Accounts payable and accrued expenses ......... (100)
---------------
Investment in other real estate partnerships .. $ 10,323
===============
</TABLE>
19. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Consolidated Operating
Partnership is involved in legal actions arising from the ownership of its
properties. In management's opinion, the liabilities, if any, that may
ultimately result from such legal actions are not expected to have a materially
adverse effect on the consolidated financial position, operations or liquidity
of the Consolidated Operating Partnership.
Twenty-seven properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various times and at
appraised fair market value or at a fixed purchase price generally in excess of
the Consolidated Operating Partnership's depreciated cost of the asset. The
Consolidated Operating Partnership has no notice of any exercise of any tenant
purchase option.
The Consolidated Operating Partnership, through the Operating
Partnership, has committed to the construction of 10 development projects
totaling approximately 1.5 million square feet (unaudited). The estimated total
construction costs are approximately $56,493 (unaudited). These developments are
expected to be funded with cash flow from operations as well as borrowings under
the 1997 Unsecured Acquisition Facility.
F-26
<PAGE> 77
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
19. COMMITMENTS AND CONTINGENCIES, CONTINUED
At December 31, 1999, the Consolidated Operating Partnership, through
the Operating Partnership, had four letters of credit outstanding in the
aggregate amount of $1,146. A $980 letter of credit was required under the
original issuance of the Company's Series A Preferred Stock to guarantee the
payment of one quarter's dividend on the Series A Preferred Stock. The Guarantee
Agent of the Series A Preferred Stock is the beneficiary of this letter of
credit which expires on December 31, 2000. The remaining $166 of outstanding
letters of credit were required by municipalities for development purposes. They
expire between February 28, 2000 and January 31, 2001.
20. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 2000 through March 17, 2000, the
Consolidated Operating Partnership acquired or completed development of nine
industrial properties and one land parcel for a total estimated investment of
approximately $23,877. The Consolidated Operating Partnership also sold six
industrial properties and one land parcel for approximately $17,457 of gross
proceeds.
In March 2000, the Operating Partnership declared a first quarter
distribution of $.62 per unit which is payable on April 17, 2000. The Operating
Partnership also declared a first quarter distribution of $54.688 per unit,
$53.906 per unit, $49.687 per unit and $49.375 per unit on its Series B
Preferred Units, Series C Preferred Units, Series D Preferred Units and Series E
Preferred Units, respectively, which is payable on March 31, 2000.
In March 2000, the Company's Board of Directors approved the repurchase
of up to $100,000 of the Company's common stock. The Company will make
purchases from time to time, if price levels warrant, in the open market or in
privately negotiated transactions. Stock repurchases will be funded from
internally generated funds of the Consolidated Operating Partnership.
F-27
<PAGE> 78
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Total Revenues.............................................. $ 80,958 $ 79,089 $ 78,863 $ 75,455
Equity In Income (Loss) of Other Real Estate Partnerships... 6,408 6,521 22,748 10,037
Equity In Income of Joint Ventures.......................... 126 120 126 (70)
Income from Operations...................................... 26,458 26,586 44,073 28,956
Gain on Sales of Properties................................. 1,545 6,850 1,509 2,000
Net Income.................................................. 28,003 33,436 45,582 30,956
Preferred Unit Distributions................................ (7,231) (7,231) (7,231) (7,231)
-------------- -------------- -------------- --------------
Net Income Available to Unitholders......................... $ 20,772 $ 26,205 $ 38,351 $ 23,725
============== ============== ============== ==============
Earnings Per Unit:
Net Income Available to Unitholders per Weighted Average
Unit Outstanding:
Basic...................................... $ .46 $ .58 $ .85 $ .52
============== ============== ============== ==============
Diluted.................................... $ .46 $ .58 $ .85 $ .52
============== ============== ============== ==============
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Total Revenues............................................... $ 63,078 $ 73,260 $ 77,158 $ 79,890
Equity In Income of Other Real Estate Partnerships........... 8,757 5,289 7,443 6,094
Equity In Income of Joint Venture............................ --- --- --- 45
Disposition of Interest Rate Protection Agreement............ --- --- --- (8,475)
Income from Operations....................................... 24,122 23,232 24,813 10,900
Gain on Sales of Properties.................................. 43 50 599 2,239
Income Before Extraordinary Loss and Cumulative Effect of.... 24,165 23,282 25,412 13,139
Change in Accounting Principle...............
Cumulative Effect of Change in Accounting Principle.......... --- (719) --- ---
Net Income................................................... 24,165 22,563 25,412 13,139
Preferred Unit Distributions................................. (4,998) (7,230) (7,230) (7,233)
-------------- -------------- -------------- --------------
Net Income Available to Unitholders.......................... $ 19,167 $ 15,333 $ 18,182 $ 5,906
============== ============== ============== ==============
Earnings Per Unit:
Net Income Available to Unitholders Before
Extraordinary Loss and Cumulative Effect of Change in
Accounting Principle per Weighted Average Unit Outstanding:
Basic....................................... $ .45 $ .36 $ .41 $ .13
============== ============== ============== ==============
Diluted..................................... $ .45 .36 .41 .13
============== ============== ============== ==============
Net Income Available to Unitholders per Weighted Average
Unit Outstanding:
Basic....................................... $ .45 $ .35 $ .35 $ .13
============== ============== ============== ==============
Diluted..................................... $ .45 $ .35 $ .35 $ .13
============== ============== ============== ==============
</TABLE>
F-28
<PAGE> 79
OTHER REAL ESTATE PARTNERSHIPS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS
Report of Independent Accountants....................................................... F-30
Combined Balance Sheets of the Other Real Estate Partnerships as of December 31, 1999
and 1998................................................................................ F-31
Combined Statements of Operations of the Other Real Estate Partnerships for the Years
Ended December 31, 1999, 1998, and 1997................................................. F-32
Combined Statements of Changes in Partners' Capital of the Other Real Estate Partnerships
for the Years Ended December 31, 1999, 1998, and 1997................................... F-33
Combined Statements of Cash Flows of the Other Real Estate Partnerships for the Years
Ended December 31, 1999, 1998, and 1997................................................. F-34
Notes to Combined Financial Statements.................................................. F-35
</TABLE>
F-29
<PAGE> 80
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
the Other Real Estate Partnerships
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of changes in partners' capital and of cash
flows present fairly, in all material respects, the financial position of the
Other Real Estate Partnerships at December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Other Real Estate Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, 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 the opinion expressed
above.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 14, 2000
F-30
<PAGE> 81
OTHER REAL ESTATE PARTNERSHIPS
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
---------------- -----------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land.................................................... $ 72,789 $ 83,102
Buildings and Improvements.............................. 355,565 342,888
Furniture, Fixtures and Equipment....................... 84 84
Construction in Progress................................ 37,695 23,494
Less: Accumulated Depreciation......................... (32,163) (30,451)
---------------- -----------------
Net Investment in Real Estate................... 433,970 419,117
Cash and Cash Equivalents.................................. 2,528 6,351
Restricted Cash............................................ 1,425 3,285
Tenant Accounts Receivable, Net............................ 938 227
Deferred Rent Receivable................................... 3,360 3,369
Deferred Financing Costs, Net.............................. 1,676 1,748
Prepaid Expenses and Other Assets, Net..................... 28,564 26,218
---------------- -----------------
Total Assets.................................... $ 472,461 $ 460,315
================ =================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable..................................... $ 41,891 $ 42,422
Accounts Payable and Accrued Expenses...................... 32,935 3,672
Rents Received in Advance and Security Deposits............ 2,685 2,229
---------------- -----------------
Total Liabilities............................... 77,511 48,323
---------------- -----------------
Commitments and Contingencies................................. --- ---
Partners' Capital 394,950 411,992
---------------- -----------------
Total Liabilities and Partners' Capital....... $ 472,461 $ 460,315
================ =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-31
<PAGE> 82
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1999 1998 1997
------------------ ---------------- -----------------
<S> <C> <C> <C>
Revenues:
Rental Income.............................................. $ 46,219 $ 44,499 $ 87,184
Tenant Recoveries and Other Income......................... 13,458 11,722 24,436
Interest Income-Defeasance................................. --- --- 12,786
----------------- ---------------- -----------------
Total Revenues................................... 59,677 56,221 124,406
----------------- ---------------- -----------------
Expenses:
Real Estate Taxes.......................................... 6,983 6,779 17,684
Repairs and Maintenance.................................... 1,835 1,460 4,506
Property Management........................................ 1,862 2,095 4,045
Utilities.................................................. 2,331 1,810 3,078
Insurance.................................................. 142 140 319
Other...................................................... 532 721 937
General and Administrative................................. 167 --- ---
Interest................................................... 3,070 2,971 24,760
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs................................ 67 65 2,443
Depreciation and Other Amortization........................ 10,485 9,597 23,310
Abandoned Pursuit Costs Charge............................. --- 360 ---
----------------- ---------------- -----------------
Total Expenses.................................. 27,474 25,998 81,082
----------------- ---------------- -----------------
Income From Operations Before Disposition of Interest Rate
Protection Agreements...................................... 32,203 30,223 43,324
Disposition of Interest Rate Protection Agreements............ --- --- (2,608)
----------------- ---------------- -----------------
Income from Operations........................................ 32,203 30,223 40,716
Gain on Sales of Properties................................... 17,893 2,417 4,275
----------------- ---------------- -----------------
Income Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle............................. 50,096 32,640 44,991
Extraordinary Loss............................................ --- --- (9,458)
Cumulative Effect of Change in Accounting Principle........... --- (858) ---
----------------- ---------------- -----------------
Net Income.................................................... $ 50,096 $ 31,782 $ 35,533
================== ================ =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-32
<PAGE> 83
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Total
---------------
Balance at December 31, 1996.................... $ 302,457
Contributions............................... 419,104
Distributions............................... (69,759)
Net Income.................................. 35,533
---------------
Balance at December 31, 1997.................... 687,335
---------------
Contributions............................... 115,781
Distributions............................... (422,906)
Net Income.................................. 31,782
---------------
Balance at December 31, 1998.................... 411,992
---------------
Contributions............................... 120,679
Distributions............................... (187,817)
Net Income.................................. 50,096
---------------
Balance at December 31, 1999.................... $ 394,950
===============
The accompanying notes are an integral part of the financial statements.
F-33
<PAGE> 84
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, 1999 December 31, 1998 December 31, 1997
------------------ --------------------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.................................................... $ 50,096 $ 31,782 $ 35,533
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation............................................... 9,714 8,676 20,626
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs.......................... 67 65 2,443
Other Amortization......................................... 768 919 2,684
Disposition of Interest Rate Protection Agreements......... --- --- 2,608
Gain on Sales of Real Estate............................ (17,893) (2,417) (4,275)
Extraordinary Loss......................................... --- --- 9,458
Cumulative Effect of Change in Accounting Principle........ --- 858 ---
(Recovery of) Provision for Bad Debts...................... (8) (99) 71
Decrease (Increase) in Tenant Accounts Receivable
and Prepaid Expenses and Other Assets................... 870 (8,372) (4,776)
Increase in Deferred Rent Receivable....................... (552) (680) (725)
Increase (Decrease) in Accounts Payable and
Accrued Expenses and Rents Received in Advance
and Security Deposits................................... 25,856 (2,440) 2,460
Organization Costs......................................... --- (3) (155)
Decrease in Restricted Cash................................ 1,515 3,507 2,035
------------------ --------------------- ------------------
Net Cash Provided by Operating Activities............... 70,433 31,796 67,987
------------------ --------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate.... (79,104) (132,229) (113,469)
Net Proceeds from Sales of Investment in Real Estate...... 82,088 22,200 17,815
Funding of Mortgage Loans Receivable...................... (332) --- (13,958)
Repayment of Mortgage Loans Receivable.................... 699 288 157
Decrease in Restricted Cash............................... 346 268 2,742
------------------ --------------------- ------------------
Net Cash Provided by (Used in) Investing Activities.. 3,697 (109,473) (106,713)
------------------ --------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions............................................. 110,356 115,781 419,104
Distributions............................................. (187,817) (35,259) (69,759)
Repayments on Mortgage Loans Payable...................... (492) (300,424) (6,504)
Decrease (Increase) in Restricted Cash.................... --- 306,000 (306,000)
Purchase of U.S. Government Securities.................... --- --- (300,000)
Proceeds from Maturity of U.S. Government Securities...... --- --- 300,000
Purchase of Interest Rate Protection Agreements........... --- --- (150)
Proceeds from Sale of Interest Rate Protection............ --- --- 3,510
Debt Issuance Costs....................................... --- (6,042) (817)
------------------ --------------------- ------------------
Net Cash (Used in) Provided by Financing Activities.. (77,953) 80,056 39,384
------------------ --------------------- ------------------
Net (Decrease) Increase in Cash and Cash Equivalents...... (3,823) 2,379 658
Cash and Cash Equivalents, Beginning of Period............ 6,351 3,972 3,314
------------------ --------------------- ------------------
Cash and Cash Equivalents, End of Period.................. $ 2,528 $ 6,351 $ 3,972
================== ===================== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-34
<PAGE> 85
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIPS
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 83.9% ownership interest at December 31, 1999. The Company is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code. The
Company's operations are conducted primarily through the Operating Partnership.
The limited partners of the Operating Partnership own, in the aggregate,
approximately a 16.1% interest in the Operating Partnership at December 31,
1999.
The Operating Partnership owns at least a 99% limited partnership
interest (subject in one case as described below to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage
Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P. (the
"Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the
"Indianapolis Partnership"), TK-SV, LTD. and First Industrial Development
Services, L.P. (together, the "Other Real Estate Partnerships").
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%
$.01 par value Series A Cumulative Preferred Stock.
On a combined basis, as of December 31, 1999, the Other Real Estate
partnerships owned 99 in-service industrial properties, containing an aggregate
of approximately 12.2 million square feet of GLA. Of the 99 industrial
properties owned by the Other Real Estate Partnerships at December 31, 1999, 23
are held by the Mortgage Partnership, 23 are held by the Pennsylvania
Partnership, 20 are held by the Securities Partnership, 19 are held by the
Financing Partnership, six are held by the Harrisburg Partnership, six are held
by the Indianapolis Partnership, one is held by First Industrial Development
Services, L.P. and one is held by TK-SV, LTD.
Profits, losses and distributions of the Other Real Estate Partnerships
are allocated to the general partner and the limited partners in accordance with
the provisions contained within its restated and amended partnership agreement.
F-35
<PAGE> 86
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. BASIS OF PRESENTATION
The combined financial statements of the Other Real Estate Partnerships
at December 31, 1999 and 1998 and for each of the three years ended December 31,
1999 include the accounts and operating results of the Other Real Estate
Partnerships on a combined basis.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Other Real Estate Partnerships' financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of December 31, 1999 and 1998, and the reported amounts of
revenues and expenses for the years ended December 31, 1999, 1998 and 1997.
Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with
an initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
Investment in Real Estate and Depreciation
Purchase accounting has been applied when ownership interests in
properties were acquired for cash. The historical cost basis of properties has
been carried over when certain ownership interests were exchanged for units in
the Operating Partnership (the "Units") on July 1, 1994, and purchase accounting
has been used for all other properties that were acquired for Units.
Real estate assets are carried at cost. The Other Real Estate
Partnerships review their properties on a quarterly basis for impairment and
provide a provision if impairments are determined. First, to determine if
impairment may exist, the Other Real Estate Partnerships review their properties
and identify those which have had either an event of change or event of
circumstances warranting further assessment of recoverability. Then, the Other
Real Estate Partnerships estimate the fair value of those properties on an
individual basis by capitalizing the expected net operating income. Such amounts
are then compared to the property's depreciated cost to determine whether an
impairment exists. For properties management considers held for sale, the Other
Real Estate Partnerships cease to depreciate the properties and values the
properties at the lower of depreciated cost or fair value.
Interest expense, real estate taxes and other directly related expenses
incurred during construction periods are capitalized and depreciated commencing
with the date placed in service, on the same basis as the related assets.
Depreciation expense is computed using the straight-line method based on the
following useful lives:
Years
-----
Buildings and Improvements................................ 31.5 to 40
Land Improvements......................................... 15
Furniture, Fixtures and Equipment......................... 5 to 10
F-36
<PAGE> 87
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Construction expenditures for tenant improvements, leasehold
improvements and leasing commissions are capitalized and amortized over the
terms of each specific lease. Repairs and maintenance are charged to expense
when incurred. Expenditures for improvements are capitalized.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$249 and $182 at December 31, 1999 and 1998, respectively. Unamortized deferred
financing fees are written-off when debt is retired before the maturity date
(see Note 9).
Revenue Recognition
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenues in the same period the
related expenses are incurred by the Other Real Estate Partnerships.
The Other Real Estate Partnerships provide an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Accounts receivable in the combined balance sheets are shown
net of an allowance for doubtful accounts of $343 and $351 as of December 31,
1999 and December 31, 1998, respectively.
Gain on Sales of Properties
Gain on sale of properties are recognized using the full accrual
method provided that various criteria relating to the terms of the transactions
and any subsequent involvement by the Other Real Estate Partnerships with the
properties sold are met. Gains relating to transactions which do not meet the
established criteria are deferred and recognized when the criteria are met or by
using the installment or deposit methods of profit recognition, as appropriate
in the circumstances. As the assets are sold, their costs and related
accumulated depreciation are removed from the accounts with resulting gains or
losses reflected in net income or loss. Estimated future costs to be incurred by
the Other Real Estate Partnerships after completion of each sale are included in
the determination of the gains on sales.
Income Taxes
In accordance with partnership taxation, each of the partners are
responsible for reporting their share of taxable income or loss. The Other Real
Estate Partnerships are subject to certain state and local income, excise and
franchise taxes. The provision for such state and local taxes has been reflected
in general and administrative expense in the statement of operations and has not
been separately stated due to its insignificance.
Fair Value of Financial Instruments
The Other Real Estate Partnerships' financial instruments include
short-term investments, tenant accounts receivable, mortgage notes receivable,
accounts payable, other accrued expenses and mortgage loans payable. 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 4 for the fair values
of the mortgage loans payable.
F-37
<PAGE> 88
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Derivative Financial Instruments
The Other Real Estate Partnerships' interest rate protection agreements
(the "Agreements") were used to limit the interest rate on the Financing
Partnership's $300,000 mortgage loan. Receipts or payments resulting from the
Agreements were recognized as adjustments to interest expense. Upon termination
of these Agreements, the Other Real Estate Partnerships recognized a gain (loss)
from the disposition of the Agreements equal to the amount of cash received or
paid at termination less the carrying value of the Agreements on the Other Real
Estate Partnerships' balance sheet (See note 8). The credit risks associated
with the Agreements were controlled through the evaluation and monitoring of the
creditworthiness of the counterparty. In the event that the counterparty failed
to meet the terms of the Agreements, the Other Real Estate Partnerships'
exposure was limited to the current value of the interest rate differential, not
the notional amount, and the Other Real Estate Partnerships' carrying value of
the Agreements on the balance sheet. The Agreements were executed with
creditworthy financial institutions.
Segment Reporting
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Generally, financial information is required to
be reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. Management views
the Other Real Estate Partnerships as a single segment.
Reclassification
Certain 1998 and 1997 items have been reclassified to conform to the
1999 presentation.
4. MORTGAGE LOANS
On June 30, 1994, the Other Real Estate Partnerships, through the
Financing Partnership, entered into a $300,000 mortgage loan (the "1994 Mortgage
Loan"). On April 4, 1997, the Other Real Estate Partnerships purchased U.S.
Government securities as substitute collateral to execute a legal defeasance of
a $300,000 mortgage loan (the "1994 Defeased Mortgage Loan") (see Note 9). Upon
the execution of the legal defeasance, 180 of the 195 properties collateralizing
the 1994 Defeased Mortgage Loan were released leaving 15 properties and the U.S.
Government securities as collateral. On January 2, 1998, the Other Real Estate
Partnerships used the gross proceeds from the maturity of the U.S. Government
securities to pay off and retire the 1994 Defeased Mortgage Loan. Due to the
retirement of the 1994 Defeased Mortgage Loan, the remaining 15 properties were
released on January 2, 1998. The 1994 Defeased Mortgage Loan provided for
interest only payments at a floating interest rate of LIBOR plus 1.40% which
such interest rate had been limited to 7.2% through the use of an interest rate
protection agreement from June 30, 1994 through June 30, 1995. From July 1, 1995
through May 15, 1997, the 1994 Defeased Mortgage Loan's interest rate had been
effectively fixed at the rate of 6.97% through the use of interest rate
protection agreements. From May 16, 1997 through December 31, 1997, the 1994
Defeased Mortgage Loan's interest rate had been limited to 7.2% through the use
of interest rate protection agreements.
F-38
<PAGE> 89
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS, CONTINUED
On December 29, 1995, the Other Real Estate Partnerships, through the
Mortgage Partnership, entered into a $40,200 mortgage loan (the "1995 Mortgage
Loan"). In the first quarter of 1996, the Other Real Estate Partnerships made a
one time paydown of $200 on the 1995 Mortgage Loan which decreased the
outstanding balance to $40,000. The 1995 Mortgage Loan matures on January 11,
2026 and provides for interest only payments through January 11, 1998, after
which monthly principal and interest payments are required based on a 28-year
amortization schedule. The interest rate under the 1995 Mortgage Loan is fixed
at 7.22% per annum through January 11, 2003. After January 11, 2003, the
interest rate adjusts through a predetermined formula based on the applicable
Treasury rate. The 1995 Mortgage Loan is collateralized by 23 properties held by
the Other Real Estate Partnerships. The 1995 Mortgage Loan may be prepaid after
January 2003.
Under the terms of the 1995 Mortgage Loan, certain cash reserves are
required to be and have been set aside for refunds of security deposits and
payment of capital expenditures, interest, real estate taxes and insurance. The
amount of cash reserves segregated for security deposits is adjusted as tenants
turn over. The amounts included in the cash reserves relating to payments of
capital expenditures, interest, real estate taxes and insurance were determined
by the lender and approximate the next periodic payment of such items. At
December 31, 1999 and 1998, these reserves totaled $1,425 and $3,285,
respectively, and are included in Restricted Cash. Such cash reserves were
invested in a money market fund at December 31, 1999. The maturity of these
investments is one day; accordingly, cost approximates fair market value.
On December 14, 1995, the Other Real Estate Partnerships, through the
Harrisburg Partnership, entered into a $6,650 mortgage loan (the "Harrisburg
Mortgage Loan") that was collateralized by first mortgage liens on three
properties in Harrisburg, Pennsylvania. The Harrisburg Mortgage Loan bore
interest at a rate based on LIBOR plus 1.5% or prime plus 2.25%, at the Other
Real Estate Partnership's option, and provided for interest only payments
through May 31, 1996, with monthly principal and interest payments required
subsequently based on a 26.5-year amortization schedule. On December 15, 1997,
the Other Real Estate Partnerships, paid off and retired the Harrisburg Mortgage
Loan (see Note 9).
On July 16, 1998, the Other Real Estate Partnerships, through TK-SV,
LTD., assumed a mortgage loan in the principal amount of $2,566 (the
"Acquisition Mortgage Loan V"). The Acquisition Mortgage Loan V is
collateralized by one property in Tampa, Florida, bears interest at a fixed rate
of 9.01% and provides for monthly principal and interest payments based on a
30-year amortization schedule. The Acquisition Mortgage Loan V matures on
September 1, 2006. The Acquisition Mortgage Loan V may be prepaid only after
August 2002 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
The following table discloses certain information regarding the Other
Real Estate Partnerships' mortgage loans:
<TABLE>
<CAPTION>
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
----------------------------- ---------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
1999 1998 1999 1998 1999 DATE
------------ ----------- ------------ ------------ --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE
1995 Mortgage Loan....... $ 39,099 $ 39,567 $ 165 $ 167 7.22% 1/11/26
Acquisition Mortgage Loan V 2,793 (1) 2,855 (1) -- 19 9.01% 9/01/06
------------ ----------- ------------ -----------
Total.................... $ 41,892 $ 42,422 $ 165 $ 186
============ =========== ============ ===========
</TABLE>
(1) At December 31, 1999 and 1998, the Acquisition Mortgage Loan V is net of
unamortized premiums of $258 and $297, respectively.
Fair Value:
At December 31, 1999 and 1998, the fair value of the Other Real Estate
Partnerships' mortgage loans payable were as follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
---------------------------------- ------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Mortgage Loans Payable..... $ 41,892 $ 40,000 $ 42,422 $ 42,921
---------------- ------------- ------------ --------------
Total...................... $ 41,892 $ 40,000 $ 42,422 $ 42,921
================ ============= ============ ==============
</TABLE>
F-39
<PAGE> 90
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS, CONTINUED
The following is a schedule of maturities of the mortgage loans for the
next five years ending December 31, and thereafter:
Amount
-----------------
2000.................. $ 518
2001.................. 567
2002.................. 610
2003.................. 657
2004.................. 700
Thereafter............ 38,582
-----------------
Total................. $ 41,634
=================
5. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 1999, the Other Real Estate Partnerships acquired four in-service
industrial properties and two industrial properties under redevelopment
comprising, in the aggregate, approximately 1.5 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$51,018 and completed the development of three properties comprising
approximately .7 million square feet (unaudited) of GLA at a cost of
approximately $21,726.
In 1998, the Other Real Estate Partnerships acquired 27 properties
comprising approximately 1.4 million square feet (unaudited) of GLA and several
land parcels for a total purchase price of approximately $83,059 and completed
the development of five properties and two expansions comprising approximately
1.6 million square feet (unaudited) of GLA at a cost of approximately $48,676.
In 1997, the Other Real Estate Partnerships acquired nine properties
comprising approximately 1.9 million square feet (unaudited) of GLA and several
land parcels for a total purchase price of approximately $53,224 and completed
the development of two properties and two expansions comprising approximately .5
million square feet (unaudited) of GLA at a cost of approximately $12,238.
6. SALES OF REAL ESTATE
In 1999, the Other Real Estate Partnerships sold 13 in-service
properties and several parcels of land. Gross proceeds from these sales totaled
approximately $90,818. The gain on sales totaled approximately $17,893.
In 1998, the Other Real Estate Partnerships sold five in-service
properties and several parcels of land. Gross proceeds from these sales totaled
approximately $22,247. The gain on sales totaled approximately $2,417.
In 1997, the Other Real Estate Partnerships sold seven in-service
properties and several parcels of land. Gross proceeds from these sales totaled
approximately $17,574. The gain on sales totaled approximately $4,275.
7. ABANDONED PURSUIT COSTS CHARGE
The Other Real Estate Partnerships recorded an abandoned pursuit costs
charge of approximately $360 in the fourth quarter of 1998 related to abandoned
acquisitions.
8. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS
In May 1997, the Other Real Estate Partnerships, through the Financing
Partnership, sold interest rate protection agreements for approximately $3,510.
The loss on disposition of the interest rate protection agreements totaled
approximately $2,608.
F-40
<PAGE> 91
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
9. EXTRAORDINARY ITEMS
In 1997, the Other Real Estate Partnerships, through the Harrisburg
Partnership, terminated the Harrisburg Mortgage Loan before its contractual
maturity date. Also, the Other Real Estate Partnerships entered into a
commitment to pay down and retire the 1994 Defeased Mortgage Loan on January 2,
1998. As a result of the early retirement of the Harrisburg Mortgage Loan and
the commitment for early retirement of the 1994 Defeased Mortgage Loan, the
Other Real Estate Partnerships recorded an extraordinary loss of $9,458
comprised of prepayment fees, the write-off of unamortized deferred financing
fees, legal costs and other expenses.
10. FUTURE RENTAL REVENUES
The Other Real Estate Partnerships' properties are leased to tenants
under net and semi-net operating leases. Minimum lease payments receivable,
excluding tenant reimbursements of expenses, under noncancelable operating
leases in effect as of December 31, 1998 are approximately as follows:
2000 $ 53,389
2001 44,912
2002 38,513
2003 32,753
2004 24,792
Thereafter 77,879
----------------
Total $ 272,238
================
11. RELATED PARTY TRANSACTIONS
The Other Real Estate Partnerships often obtain title insurance
coverage for its properties from an entity for which an independent Director of
the Company became the President, Chief Executive Officer and a Director in
1996.
From time to time, the Other Real Estate Partnerships utilize real
estate brokerage services from CB Richard Ellis, Inc., for which a relative of
one of the Company's officers/Directors is an employee.
On November 19, 1997, one of the Other Real Estate Partnerships
exercised an option that was granted on March 19, 1996 to purchase a 100,000
square foot (unaudited) bulk warehouse property located in Indianapolis, Indiana
for approximately $3,338. The property was purchased from a partnership in which
one of the Company's former officers owned a 33.0% interest.
On July 16, 1998, the Other Real Estate Partnerships acquired an
industrial property from a real estate firm of which an officer of the Company
owned a 25% interest for a purchase price of approximately $3,248, excluding
costs incurred in connection with the acquisition of the property.
On September 15, 1999, the Other Real Estate Partnerships sold nine
industrial properties to an entity whose Chairman of the Board of Directors is
also Chairman of the Board of Directors of the Company. The gross proceeds from
the sales of these nine industrial properties approximated $39,475 and the gain
on sales approximated $14,552.
12. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Interest paid.................. $ 3,091 $ 4,784 $ 24,718
============== =============== ================
In conjunction with the property acquisitions, the following assets and
liabilities were assumed:
Purchase of real estate........ $ 27,709 $ 74,697 $ 45,292
Accounts payable and accrued
Expenses.................... (68) (830) (350)
Mortgage loans................. --- (2,378) ---
-------------- --------------- ----------------
Acquisition of real estate..... $ 27,641 $ 71,489 $ 44,942
============== =============== ================
</TABLE>
F-41
<PAGE> 92
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
12. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS, continued
IN CONJUNCTION WITH THE CONTRIBUTION OF 173 PROPERTIES FROM THE
FINANCING PARTNERSHIP TO THE OPERATING PARTNERSHIP ON
JANUARY 2, 1998, THE FOLLOWING ASSETS AND LIABILITIES WERE CONTRIBUTED:
Year Ended
December 31, 1998
-----------------
Investment in real estate .................... $ 382,190
Tenant accounts receivable ................... 3,017
Deferred rent receivable ..................... 4,689
Other assets ................................. 6,209
Accounts payable and accrued expenses ........ (5,920)
Rents received in advance and security
deposits ................................... (2,538)
----------------
Investments in other real estate
partnerships ............................... $ 387,647
================
IN CONJUNCTION WITH THE DISTRIBUTION OF THREE PROPERTIES
FROM THE OPERATING PARTNERSHIP TO THE SECURITIES
PARTNERSHIP DURING 1999, THE FOLLOWING
ASSETS AND LIABILITIES WERE ASSUMED:
Year Ended
December 31, 1999
-----------------
Investment in real estate, net ................ $ 10,387
Tenant accounts receivable .................... (21)
Deferred rent receivable ...................... 40
Other assets, net ............................. 17
Accounts payable and accrued expenses ......... (100)
----------------
Investment in other real estate partnerships .. $ 10,323
================
13. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Other Real Estate Partnerships
are involved in legal actions arising from the ownership of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
combined financial position, operations or liquidity of the Other Real Estate
Partnerships.
Eleven properties have leases granting the tenants options to purchase
the property. Such options are exercisable at various times and at appraised
fair market value or at a fixed purchase price generally in excess of the Other
Real Estate Partnerships' depreciated cost of the asset. The Other Real Estate
Partnerships have no notice of any exercise of any tenant purchase option.
The Other Real Estate Partnerships have committed to the construction
of 13 development projects totaling approximately 1.8 million square feet
(unaudited) of GLA. The estimated total construction costs are approximately
$74,701 (unaudited). These developments are expected to be funded with capital
contributions from the Operating Partnership.
14. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 2000 through March 17, 2000, the Other
Real Estate Partnerships acquired or completed development of two industrial
properties and two land parcels for a total estimated investment of
approximately $11,265. The Other Real Estate Partnerships also sold one
industrial property and one land parcel for approximately $25,286 of gross
proceeds.
F-42
<PAGE> 93
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial, L.P.
Our report on the consolidated financial statements of First Industrial, L.P. is
included on page F-2 of this Form 10-K. In connection with our audits of such
financial statements, we have also audited the related 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, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 14, 2000
S-1
<PAGE> 94
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
ATLANTA
-------
1650 GA Highway 155 Atlanta, GA 788 4,544 243
14101 Industrial Park Boulevard Atlanta, GA 285 1,658 525
801-804 Blacklawn Road Atlanta, GA 361 2,095 209
1665 Dogwood Drive Atlanta, GA 635 3,662 32
1715 Dogwood Drive Atlanta, GA 288 1,675 102
11235 Harland Drive Atlanta, GA 125 739 39
700 Westlake Parkway Atlanta, GA 213 1,551 610
800 Westlake Parkway Atlanta, GA 450 2,645 495
4050 Southmeadow Parkway Atlanta, GA 401 2,813 165
4051 Southmeadow Parkway Atlanta, GA 697 3,486 852
4071 Southmeadow Parkway Atlanta, GA 750 4,460 724
4081 Southmeadow Parkway Atlanta, GA 1,012 5,450 624
1875 Rockdale Industrial Blvd. Atlanta, GA 386 2,264 202
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,222
370 Great Southwest Parkway (l) Atlanta, GA 527 2,984 357
3495 Bankhead Highway (l) Atlanta, GA 983 5,568 468
955 Cobb Place Kennesaw, GA 780 4,420 170
6105 Boatrock Blvd Atlanta, GA 89 504 30
1640 Sands Place Marietta, GA 162 920 39
7000 Highland Parkway Smyrna, GA 761 4,213 59
2084 Lake Industrial Court Conyers, GA 662 - 4,601
1003 Sigman Road Conyers, GA 499 2,761 91
BALTIMORE
---------
3431 Benson Baltimore, MD 553 3,062 98
1801 Portal Baltimore, MD 251 1,387 150
1811 Portal Baltimore, MD 327 1,811 195
1831 Portal Baltimore, MD 268 1,486 395
1821 Portal Baltimore, MD 430 2,380 680
1820 Portal Baltimore, MD (i) 884 4,891 152
4845 Governers Way Frederick, MD 810 4,487 113
8900 Yellow Brick Road Baltimore, MD 447 2,473 228
7476 New Ridge Hanover, MD 394 2,182 104
8779 Greenwood Place Savage, MD 704 3,896 166
BATON ROUGE
-----------
11200 Industriplex Blvd. Baton Rouge, LA 463 2,624 88
11441 Industriplex Blvd. Baton Rouge, LA 331 1,874 222
11301 Industriplex Blvd. Baton Rouge, LA 265 1,499 70
6565 Exchequer Drive Baton Rouge, LA 461 2,614 101
CHICAGO
-------
2300 Hammond Drive Schaumburg, IL 442 1,241 1,036
6500 North Lincoln Avenue Lincolnwood, IL 613 1,336 1,826
3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 482
917 North Shore Drive Lake Bluff, IL 556 3,212 45
6750 South Sayre Avenue Bedford Park, IL 224 1,309 76
585 Slawin Court Mount Prospect, IL 611 3,505 1
2300 Windsor Court Addison, IL 688 3,943 385
3505 Thayer Court Aurora, IL 430 2,472 17
3600 Thayer Court Aurora, IL 636 3,645 178
736-776 Industrial Drive Elmhurst, IL 349 1,994 848
305-311 Era Drive Northbrook, IL 200 1,154 146
700-714 Landwehr Road Northbrook, IL 357 2,052 244
4330 South Racine Avenue Chicago, IL 448 1,893 231
13040 S. Crawford Ave. Alsip, IL 1,073 6,193 24
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
ATLANTA
-------
1650 GA Highway 155 788 4,787 5,575 758 1991 (s)
14101 Industrial Park Boulevard 285 2,183 2,468 251 1984 (s)
801-804 Blacklawn Road 361 2,304 2,665 435 1982 (s)
1665 Dogwood Drive 635 3,694 4,329 511 1973 (s)
1715 Dogwood Drive 288 1,777 2,065 310 1973 (s)
11235 Harland Drive 125 778 903 117 1988 (s)
700 Westlake Parkway 223 2,151 2,374 365 1990 (s)
800 Westlake Parkway 479 3,111 3,590 481 1991 (s)
4050 Southmeadow Parkway 425 2,954 3,379 425 1991 (s)
4051 Southmeadow Parkway 726 4,309 5,035 656 1989 (s)
4071 Southmeadow Parkway 828 5,106 5,934 735 1991 (s)
4081 Southmeadow Parkway 1,157 5,929 7,086 850 1989 (s)
1875 Rockdale Industrial Blvd. 386 2,466 2,852 317 1966 (s)
3312 N. Berkeley Lake Road 3,053 17,750 20,803 1,699 1969 (s)
370 Great Southwest Parkway (l) 546 3,322 3,868 321 1996 (s)
3495 Bankhead Highway (l) 1,021 5,998 7,019 464 1986 (s)
955 Cobb Place 804 4,566 5,370 266 1991 (s)
6105 Boatrock Blvd 91 532 623 27 1972 (s)
1640 Sands Place 166 955 1,121 54 1977 (s)
7000 Highland Parkway 691 4,342 5,033 209 1998 (s)
2084 Lake Industrial Court 803 4,460 5,263 - 1998 (s)
1003 Sigman Road 506 2,845 3,351 12 1996 (s)
BALTIMORE
---------
3431 Benson 562 3,151 3,713 137 1988 (s)
1801 Portal 271 1,517 1,788 66 1987 (s)
1811 Portal 354 1,979 2,333 86 1987 (s)
1831 Portal 290 1,859 2,149 73 1990 (s)
1821 Portal 467 3,023 3,490 145 1986 (s)
1820 Portal 899 5,028 5,927 220 1982 (s)
4845 Governers Way 824 4,586 5,410 200 1988 (s)
8900 Yellow Brick Road 475 2,673 3,148 118 1982 (s)
7476 New Ridge 401 2,279 2,680 98 1987 (s)
8779 Greenwood Place 727 4,039 4,766 34 1978 (s)
BATON ROUGE
-----------
11200 Industriplex Blvd. 475 2,700 3,175 136 1986 (s)
11441 Industriplex Blvd. 340 2,087 2,427 152 1987 (s)
11301 Industriplex Blvd. 273 1,561 1,834 82 1985 (s)
6565 Exchequer Drive 473 2,703 3,176 140 1986 (s)
CHICAGO
-------
2300 Hammond Drive 444 2,275 2,719 1,335 1970 (s)
6500 North Lincoln Avenue 625 3,150 3,775 1,324 1965/88 (s)
3600 West Pratt Avenue 1,050 6,249 7,299 916 1953/88 (s)
917 North Shore Drive 556 3,257 3,813 470 1974 (s)
6750 South Sayre Avenue 224 1,385 1,609 199 1975 (s)
585 Slawin Court 611 3,506 4,117 482 1992 (s)
2300 Windsor Court 696 4,320 5,016 792 1986 (s)
3505 Thayer Court 430 2,489 2,919 350 1989 (s)
3600 Thayer Court 636 3,823 4,459 583 1989 (s)
736-776 Industrial Drive 349 2,842 3,191 463 1975 (s)
305-311 Era Drive 205 1,295 1,500 200 1978 (s)
700-714 Landwehr Road 357 2,296 2,653 333 1978 (s)
4330 South Racine Avenue 468 2,104 2,572 1,346 1978 (s)
13040 S. Crawford Ave. 1,073 6,217 7,290 828 1976 (s)
</TABLE>
S-2
<PAGE> 95
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
12241 Melrose Street Franklin Park, IL 332 1,931 1,085
12301-12325 S Laramie Ave Alsip, IL 650 3,692 387
6300 W. Howard Niles, IL 743 4,208 329
301 Hintz Wheeling, IL 160 905 71
301 Alice Wheeling, IL 218 1,236 58
410 W 169th Street South Holland, IL 462 2,618 163
1001 Commerce Court Buffalo Grove, IL 615 3,485 146
11939 S Central Avenue Alsip, IL 1,208 6,843 177
405 East Shawmut La Grange, IL 368 2,083 104
1010-50 Sesame Street Bensenville, IL (f) 979 5,546 240
5555 West 70th Place Bedford Park, IL 146 829 89
3200-3250 South St. Louis (l) Chicago, IL 110 625 1,007
3110-3130 South St. Louis Chicago, IL 115 650 71
7301 South Hamlin Chicago, IL 149 846 340
7401 South Pulaski Chicago, IL 664 3,763 704
3900 West 74th Street Chicago, IL 137 778 306
7501 S. Pulaski Chicago, IL 360 2,038 299
396 Fenton Lane West Chicago, IL 202 1,143 70
400 Wegner Drive West Chicago, IL 65 367 57
450 Fenton Lane West Chicago, IL 195 1,106 64
385 Fenton Lane West Chicago, IL 868 4,918 106
335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 759
10435 Seymour Avenue Franklin Park, IL 181 1,024 83
905 Paramount Batavia, IL 243 1,375 308
1005 Paramount Batavia, IL 282 1,600 303
34-45 Lake Street Northlake, IL 440 2,491 216
2120-24 Roberts Broadview, IL 220 1,248 159
4309 South Morgan Street Chicago, IL 750 4,150 222
405-17 University Drive Arlington Hgts, IL 265 1,468 110
CINCINNATI
- ----------
9900-9970 Princeton Cincinnati, OH (c) 545 3,088 982
2940 Highland Avenue Cincinnati, OH (c) 1,717 9,730 966
4700-4750 Creek Road Cincinnati, OH (c) 1,080 6,118 390
4860 Duff Drive Cincinnati, OH 67 378 37
4866 Duff Drive Cincinnati, OH 67 379 14
4884 Duff Drive Cincinnati, OH 104 591 70
4890 Duff Drive Cincinnati, OH 104 592 27
9636-9643 Interocean Drive Cincinnati, OH 123 695 108
12072 Best Place Springboro, OH 426 - 3,320
901 Pleasant Valley Drive Springboro, OH 304 1,721 284
4440 Mulhauser Road Cincinnati, OH 1,067 39 9,118
CLEVELAND
- ---------
6675 Parkland Blvd Cleveland, OH 548 3,103 173
21510-21600 Alexander Road (m) Oakwood, OH 509 2,883 171
5405 & 5505 Valley Belt Road (l) Independence, OH 371 2,101 201
10145 Philipp Parkway Streetsboro, OH 334 1,891 59
4410 Hamann Willoughby, OH 138 782 82
COLUMBUS
- --------
6911 Americana Parkway Columbus, OH 314 1,777 144
3800 Lockbourne Industrial Parkway Columbus, OH 1,087 6,162 220
3880 Groveport Road Columbus, OH 2,145 12,154 460
1819 North Walcutt Road Columbus, OH 810 4,590 226
4300 Cemetery Road Hilliard, OH 1,103 6,248 215
4115 Leap Road (l) Hilliard, OH 758 4,297 104
3300 Lockbourne Columbus, OH 708 3,920 87
DALLAS
- ------
1275-1281 Roundtable Drive Dallas, TX 148 839 (111)
2406-2416 Walnut Ridge Dallas, TX 178 1,006 44
12750 Perimeter Drive Dallas, TX 638 3,618 185
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
12241 Melrose Street 469 2,879 3,348 398 1969 (s)
12301-12325 S Laramie Ave 659 4,070 4,729 413 1975 (s)
6300 W. Howard 789 4,491 5,280 399 1956/1964 (s)
301 Hintz 167 969 1,136 96 1960 (s)
301 Alice 225 1,287 1,512 128 1965 (s)
410 W 169th Street 476 2,767 3,243 264 1974 (s)
1001 Commerce Court 629 3,617 4,246 262 1989 (s)
11939 S Central Avenue 1,229 6,999 8,228 471 1972 (s)
405 East Shawmut 379 2,176 2,555 140 1965 (s)
1010-50 Sesame Street 1,003 5,762 6,765 322 1976 (s)
5555 West 70th Place 157 907 1,064 50 1973 (s)
3200-3250 South St. Louis (l) 116 1,626 1,742 175 1968 (s)
3110-3130 South St. Louis 120 716 836 40 1968 (s)
7301 South Hamlin 154 1,181 1,335 64 1975 (s)
7401 South Pulaski 685 4,446 5,131 259 1975 (s)
3900 West 74th Street 142 1,079 1,221 72 1975 (s)
7501 S. Pulaski 326 2,371 2,697 132 1975 (s)
396 Fenton Lane 205 1,210 1,415 62 1987 (s)
400 Wegner Drive 67 422 489 25 1988 (s)
450 Fenton Lane 198 1,167 1,365 58 1990 (s)
385 Fenton Lane 878 5,014 5,892 250 1990 (s)
335 Crossroad Parkway 1,587 9,572 11,159 467 1996 (s)
10435 Seymour Avenue 189 1,099 1,288 54 1967 (s)
905 Paramount 250 1,676 1,926 76 1977 (s)
1005 Paramount 291 1,894 2,185 88 1978 (s)
34-45 Lake Street 452 2,695 3,147 129 1978 (s)
2120-24 Roberts 227 1,400 1,627 72 1960 (s)
4309 South Morgan Street 778 4,344 5,122 198 1975 (s)
405-17 University Drive 266 1,577 1,843 63 1977 (s)
CINCINNATI
- ----------
9900-9970 Princeton 566 4,049 4,615 402 1970 (s)
2940 Highland Avenue 1,772 10,641 12,413 1,095 1969/1974 (s)
4700-4750 Creek Road 1,109 6,479 7,588 613 1960 (s)
4860 Duff Drive 68 414 482 31 1979 (s)
4866 Duff Drive 68 392 460 30 1979 (s)
4884 Duff Drive 107 658 765 50 1979 (s)
4890 Duff Drive 107 616 723 50 1979 (s)
9636-9643 Interocean Drive 125 801 926 80 1983 (s)
12072 Best Place 443 3,303 3,746 175 1984 (s)
901 Pleasant Valley Drive 313 1,996 2,309 103 1984 (s)
4440 Mulhauser Road 1,113 9,111 10,224 100 1999 (s)
CLEVELAND
- ---------
6675 Parkland Blvd 571 3,253 3,824 264 1991 (s)
21510-21600 Alexander Road (m) 526 3,037 3,563 178 1985 (s)
5405 & 5505 Valley Belt Road (l) 385 2,288 2,673 143 1983 (s)
10145 Philipp Parkway 342 1,942 2,284 109 1994 (s)
4410 Hamann 154 848 1,002 47 1975 (s)
COLUMBUS
- --------
6911 Americana Parkway 321 1,914 2,235 192 1980 (s)
3800 Lockbourne Industrial Parkway 1,109 6,360 7,469 544 1986 (s)
3880 Groveport Road 2,165 12,594 14,759 1,119 1986 (s)
1819 North Walcutt Road 831 4,795 5,626 329 1973 (s)
4300 Cemetery Road 1,160 6,406 7,566 332 1968 (s)
4115 Leap Road (l) 772 4,387 5,159 192 1977 (s)
3300 Lockbourne 709 4,006 4,715 174 1964 (s)
DALLAS
- ------
1275-1281 Roundtable Drive 117 759 876 45 1966 (s)
2406-2416 Walnut Ridge 183 1,045 1,228 54 1978 (s)
12750 Perimeter Drive 660 3,781 4,441 202 1979 (s)
</TABLE>
S-3
<PAGE> 96
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
1324-1343 Roundtable Drive Dallas, TX 178 1,006 271
1405-1409 Avenue II East Grand Prairie, TX 118 671 (51)
2651-2677 Manana Dallas, TX 266 1,510 75
2401-2419 Walnut Ridge Dallas, TX 148 839 38
4248-4252 Simonton Farmers Ranch, TX 888 5,032 323
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 229
2179 Shiloh Road Garland, TX 251 1,424 47
2159 Shiloh Road Garland, TX 108 610 27
2701 Shiloh Road Garland, TX 818 4,636 768
12784 Perimeter Drive (m) Dallas, TX 350 1,986 341
3000 West Commerce Dallas, TX 456 2,584 126
3030 Hansboro Dallas, TX 266 1,510 146
5222 Cockrell Hill Dallas, TX 296 1,677 79
405-407 113th Arlington, TX 181 1,026 33
816 111th Street Arlington, TX 251 1,421 62
1017-25 Jacksboro Highway Fort Worth, TX 97 537 75
7341 Dogwwod Park Richland Hills, TX 79 435 40
7427 Dogwwod Park Richland Hills, TX 96 532 50
7348-54 Tower Street Richland Hills, TX 88 489 45
7370 Dogwwod Park Richland Hills, TX 91 503 44
7339-41 Tower Street Richland Hills, TX 98 541 46
7437-45 Tower Street Richland Hills, TX 102 563 48
7331-59 Airport Freeway Richland Hills, TX 354 1,958 151
7338-60 Dogwwod Park Richland Hills, TX 106 587 53
7450-70 Dogwwod Park Richland Hills, TX 106 584 51
7423-49 Airport Freeway Richland Hills, TX 293 1,621 161
7400 Whitehall Street Richland Hills, TX 109 603 51
DAYTON
- ------
6094-6104 Executive Blvd Dayton, OH 181 1,025 62
6202-6220 Executive Blvd Dayton, OH 268 1,521 116
6268-6294 Executive Blvd Dayton, OH 255 1,444 127
5749-5753 Executive Blvd Dayton, OH 50 282 85
6230-6266 Executive Blvd Dayton, OH 271 1,534 178
2200-2224 Sandridge Road Moriane, OH 218 1,233 113
8119-8137 Uehling Lane Dayton, OH 103 572 23
DENVER
- ------
7100 North Broadway - 1 Denver, CO 201 1,141 223
7100 North Broadway - 2 Denver, CO 203 1,150 196
7100 North Broadway - 3 Denver, CO 139 787 66
7100 North Broadway - 5 Denver, CO 180 1,018 71
7100 North Broadway - 6 Denver, CO 269 1,526 110
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 304
15700-15820 West 6th Avenue Golden, Co 333 1,887 59
15850-15884 West 6th Avenue Golden, Co 201 1,139 30
5454 Washington Denver, CO 154 873 60
5801 West 6th Avenue Lakewood, CO 72 409 8
5805 West 6th Avenue Lakewood, CO 97 549 53
5815 West 6th Avenue Lakewood, CO 99 560 10
5825 West 6th Avenue Lakewood, CO 99 559 39
5835 West 6th Avenue Lakewood, CO 97 552 11
525 East 70th Street Denver, CO 68 384 8
565 East 70th Street Denver, CO 169 960 46
605 East 70th Street Denver, CO 192 1,089 64
625 East 70th Street Denver, CO 136 768 31
665 East 70th Street Denver, CO 136 768 35
700 West 48th Street Denver, CO 302 1,711 83
702 West 48th Street Denver, CO 135 763 101
800 East 73rd Denver, CO 225 1,273 61
850 East 73rd Denver, CO 177 1,005 50
6425 North Washington Denver, CO 374 2,118 98
3370 North Peoria Street Aurora, CO 163 924 152
3390 North Peoria Street Aurora, CO 145 822 37
3508-3538 North Peoria Street Aurora, CO 260 1,472 63
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
1324-1343 Roundtable Drive 184 1,271 1,455 65 1972 (s)
1405-1409 Avenue II East 98 640 738 38 1969 (s)
2651-2677 Manana 275 1,576 1,851 83 1966 (s)
2401-2419 Walnut Ridge 153 872 1,025 45 1978 (s)
4248-4252 Simonton 920 5,323 6,243 273 1973 (s)
900-906 Great Southwest Pkwy 270 1,538 1,808 73 1972 (s)
2179 Shiloh Road 256 1,466 1,722 76 1982 (s)
2159 Shiloh Road 110 635 745 33 1982 (s)
2701 Shiloh Road 923 5,299 6,222 280 1981 (s)
12784 Perimeter Drive (m) 396 2,281 2,677 112 1981 (s)
3000 West Commerce 469 2,697 3,166 140 1980 (s)
3030 Hansboro 276 1,646 1,922 84 1971 (s)
5222 Cockrell Hill 306 1,746 2,052 91 1973 (s)
405-407 113th 185 1,055 1,240 55 1969 (s)
816 111th Street 258 1,476 1,734 77 1972 (s)
1017-25 Jacksboro Highway 103 606 709 17 1970 (s)
7341 Dogwwod Park 84 470 554 13 1973 (s)
7427 Dogwwod Park 102 576 678 17 1973 (s)
7348-54 Tower Street 94 528 622 15 1978 (s)
7370 Dogwwod Park 96 542 638 16 1987 (s)
7339-41 Tower Street 104 581 685 17 1980 (s)
7437-45 Tower Street 108 605 713 17 1977 (s)
7331-59 Airport Freeway 372 2,091 2,463 61 1987 (s)
7338-60 Dogwwod Park 112 634 746 18 1978 (s)
7450-70 Dogwwod Park 112 629 741 19 1985 (s)
7423-49 Airport Freeway 308 1,767 2,075 50 1985 (s)
7400 Whitehall Street 115 648 763 19 1994 (s)
DAYTON
- ------
6094-6104 Executive Blvd 187 1,081 1,268 97 1975 (s)
6202-6220 Executive Blvd 275 1,630 1,905 146 1976 (s)
6268-6294 Executive Blvd 262 1,564 1,826 145 1989 (s)
5749-5753 Executive Blvd 53 364 417 47 1975 (s)
6230-6266 Executive Blvd 281 1,702 1,983 150 1979 (s)
2200-2224 Sandridge Road 226 1,338 1,564 96 1983 (s)
8119-8137 Uehling Lane 105 593 698 18 1978 (s)
DENVER
- ------
7100 North Broadway - 1 215 1,350 1,565 93 1978 (s)
7100 North Broadway - 2 204 1,345 1,549 81 1978 (s)
7100 North Broadway - 3 140 852 992 57 1978 (s)
7100 North Broadway - 5 178 1,091 1,269 91 1978 (s)
7100 North Broadway - 6 271 1,634 1,905 112 1978 (s)
20100 East 32nd Avenue Parkway 336 2,189 2,525 236 1997 (s)
15700-15820 West 6th Avenue 337 1,942 2,279 112 1978 (s)
15850-15884 West 6th Avenue 206 1,164 1,370 67 1978 (s)
5454 Washington 156 931 1,087 62 1985 (s)
5801 West 6th Avenue 72 417 489 25 1980 (s)
5805 West 6th Avenue 99 600 699 39 1980 (s)
5815 West 6th Avenue 99 570 669 32 1980 (s)
5825 West 6th Avenue 99 598 697 35 1980 (s)
5835 West 6th Avenue 98 562 660 32 1980 (s)
525 East 70th Street 69 391 460 22 1985 (s)
565 East 70th Street 171 1,004 1,175 60 1985 (s)
605 East 70th Street 194 1,151 1,345 69 1985 (s)
625 East 70th Street 137 798 935 47 1985 (s)
665 East 70th Street 137 802 939 48 1985 (s)
700 West 48th Street 307 1,789 2,096 105 1984 (s)
702 West 48th Street 139 860 999 72 1984 (s)
800 East 73rd 223 1,336 1,559 77 1984 (s)
850 East 73rd 177 1,055 1,232 59 1984 (s)
6425 North Washington 383 2,207 2,590 112 1983 (s)
3370 North Peoria Street 163 1,076 1,239 85 1978 (s)
3390 North Peoria Street 147 857 1,004 51 1978 (s)
3508-3538 North Peoria Street 264 1,531 1,795 95 1978 (s)
</TABLE>
S-4
<PAGE> 97
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) ---------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
3568 North Peoria Street Aurora, CO 222 1,260 66
4785 Elati Denver, CO 173 981 86
4770 Fox Street Denver, CO 132 750 36
1550 W. Evans Denver, CO 388 2,200 115
3751-71 Revere Street Denver, CO 262 1,486 72
3871 Revere Denver, CO 361 2,047 58
5454 Havana Street Denver, CO 204 1,156 25
5500 Havana Street Denver, CO 167 946 20
4570 Ivy Street Denver, CO 219 1,239 122
5855 Stapleton Drive North Denver, CO 288 1,630 37
5885 Stapleton Drive North Denver, CO 376 2,129 57
5200-5280 North Broadway Denver, CO 169 960 97
5977-5995 North Broadway Denver, CO 268 1,518 40
2952-5978 North Broadway Denver, CO 414 2,346 79
6400 North Broadway Denver, CO 318 1,804 73
875 Parfer Street Lakewood, CO 288 1,633 82
4721 Ironton Street Denver, CO 232 1,313 37
833 Parfer Street Lakewood, CO 196 1,112 39
11005 West 8th Avenue Lakewood, CO 102 580 23
7100 North Broadway - 7 Denver, CO 215 1,221 108
7100 North Broadway - 8 Denver, CO 79 448 55
6804 East 48th Avenue Denver, CO 253 1,435 64
445 Bryant Street Denver, CO 1,831 10,219 200
East 47th Drive - A Denver, CO 474 2,689 83
7025 South Revere Parkway Denver, CO 558 3,177 169
9500 West 49th Street - A Wheatridge, CO 283 1,625 20
9500 West 49th Street - B Wheatridge, CO 225 1,272 16
9500 West 49th Street - C Wheatridge, CO 602 3,409 17
9500 West 49th Street - D Wheatridge, CO 271 1,537 115
8100 South Park Way - A Littleton, CO 442 2,507 238
8100 South Park Way - B Littleton, CO 103 582 138
8100 South Park Way - C Littleton, CO 568 3,219 62
451-591 East 124th Avenue Littleton, CO 386 2,188 41
14100 East Jewell Aurora, CO 395 2,240 135
14190 East Jewell Aurora, CO 199 1,126 125
608 Garrison Street Lakewood, CO 265 1,501 206
610 Garrison Street Lakewood, CO 264 1,494 220
1111 West Evans (A&C) Denver, CO 233 1,321 34
1111 West Evans (B) Denver, CO 30 169 3
15000 West 6th Avenue Golden, Co 913 5,174 155
14998 West 6th Avenue Bldg E Golden, Co 565 3,199 81
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 150
12503 East Euclid Drive Denver, CO 1,219 6,905 264
6547 South Racine Circle Denver, CO 748 4,241 286
7800 East Iliff Avenue Denver, CO 196 1,110 29
2369 South Trenton Way Denver, CO 292 1,656 78
2370 South Trenton Way Denver, CO 200 1,132 103
2422 S. Trenton Way Denver, CO 241 1,364 83
2452 South Trenton Way Denver, CO 421 2,386 64
651 Topeka Way Denver, CO 194 1,099 24
680 Atchinson Way Denver, CO 194 1,099 30
8122 South Park Lane - A Littleton, CO 394 2,232 168
8122 South Park Lane - B Littleton, CO 186 1,054 43
1600 South Abilene Aurora, CO 465 2,633 75
1620 South Abilene Aurora, CO 268 1,520 108
1640 South Abilene Aurora, CO 368 2,085 76
13900 East Florida Ave Aurora, CO 189 1,071 36
4301 South Federal Boulevard Englewood, CO 237 1,341 67
14401-14492 East 33rd Place Aurora, CO 445 2,519 246
11701 East 53rd Avenue Denver, CO 416 2,355 56
5401 Oswego Street Denver, CO 273 1,547 101
3811 Joliet Denver, CO 735 4,166 92
2630 West 2nd Avenue Denver, CO 53 299 4
2650 West 2nd Avenue Denver, CO 221 1,252 26
14818 West 6th Avenue Bldg A Golden, Co 494 2,799 259
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
3568 North Peoria Street 225 1,323 1,548 91 1978 (s)
4785 Elati 175 1,065 1,240 60 1972 (s)
4770 Fox Street 134 784 918 44 1972 (s)
1550 W. Evans 393 2,310 2,703 130 1975 (s)
3751-71 Revere Street 267 1,553 1,820 89 1980 (s)
3871 Revere 368 2,098 2,466 118 1980 (s)
5454 Havana Street 207 1,178 1,385 66 1980 (s)
5500 Havana Street 169 964 1,133 54 1980 (s)
4570 Ivy Street 221 1,359 1,580 76 1985 (s)
5855 Stapleton Drive North 290 1,665 1,955 96 1985 (s)
5885 Stapleton Drive North 381 2,181 2,562 122 1985 (s)
5200-5280 North Broadway 171 1,055 1,226 64 1977 (s)
5977-5995 North Broadway 271 1,555 1,826 90 1978 (s)
2952-5978 North Broadway 422 2,417 2,839 136 1978 (s)
6400 North Broadway 325 1,870 2,195 104 1982 (s)
875 Parfer Street 293 1,710 2,003 94 1975 (s)
4721 Ironton Street 236 1,346 1,582 75 1969 (s)
833 Parfer Street 199 1,148 1,347 64 1974 (s)
11005 West 8th Avenue 104 601 705 33 1974 (s)
7100 North Broadway - 7 217 1,327 1,544 84 1985 (s)
7100 North Broadway - 8 80 502 582 27 1985 (s)
6804 East 48th Avenue 256 1,496 1,752 83 1973 (s)
445 Bryant Street 1,829 10,421 12,250 436 1960 (s)
East 47th Drive - A 441 2,805 3,246 201 1997 (s)
7025 South Revere Parkway 565 3,339 3,904 268 1997 (s)
9500 West 49th Street - A 286 1,642 1,928 132 1997 (s)
9500 West 49th Street - B 226 1,287 1,513 76 1997 (s)
9500 West 49th Street - C 600 3,428 4,028 206 1997 (s)
9500 West 49th Street - D 246 1,677 1,923 98 1997 (s)
8100 South Park Way - A 422 2,765 3,187 230 1997 (s)
8100 South Park Way - B 104 719 823 88 1984 (s)
8100 South Park Way - C 575 3,274 3,849 184 1984 (s)
451-591 East 124th Avenue 391 2,224 2,615 125 1979 (s)
14100 East Jewell 401 2,369 2,770 132 1980 (s)
14190 East Jewell 201 1,249 1,450 68 1980 (s)
608 Garrison Street 267 1,705 1,972 97 1984 (s)
610 Garrison Street 265 1,713 1,978 92 1984 (s)
1111 West Evans (A&C) 236 1,352 1,588 77 1986 (s)
1111 West Evans (B) 30 172 202 10 1986 (s)
15000 West 6th Avenue 917 5,325 6,242 311 1985 (s)
14998 West 6th Avenue Bldg E 568 3,277 3,845 192 1995 (s)
14998 West 6th Avenue Bldg F 271 1,673 1,944 107 1995 (s)
12503 East Euclid Drive 1,229 7,159 8,388 401 1986 (s)
6547 South Racine Circle 753 4,522 5,275 296 1996 (s)
7800 East Iliff Avenue 198 1,137 1,335 67 1983 (s)
2369 South Trenton Way 294 1,732 2,026 96 1983 (s)
2370 South Trenton Way 201 1,234 1,435 78 1983 (s)
2422 S. Trenton Way 243 1,445 1,688 81 1983 (s)
2452 South Trenton Way 426 2,445 2,871 142 1983 (s)
651 Topeka Way 197 1,120 1,317 56 1985 (s)
680 Atchinson Way 197 1,126 1,323 55 1985 (s)
8122 South Park Lane - A 398 2,396 2,794 142 1986 (s)
8122 South Park Lane - B 188 1,095 1,283 62 1986 (s)
1600 South Abilene 470 2,703 3,173 153 1986 (s)
1620 South Abilene 270 1,626 1,896 97 1986 (s)
1640 South Abilene 371 2,158 2,529 121 1986 (s)
13900 East Florida Ave 190 1,106 1,296 62 1986 (s)
4301 South Federal Boulevard 239 1,406 1,645 88 1997 (s)
14401-14492 East 33rd Place 452 2,758 3,210 152 1979 (s)
11701 East 53rd Avenue 422 2,405 2,827 135 1985 (s)
5401 Oswego Street 278 1,643 1,921 100 1985 (s)
3811 Joliet 746 4,247 4,993 107 1977 (s)
2630 West 2nd Avenue 53 303 356 17 1970 (s)
2650 West 2nd Avenue 223 1,276 1,499 74 1970 (s)
14818 West 6th Avenue Bldg A 490 3,062 3,552 192 1985 (s)
</TABLE>
S-5
<PAGE> 98
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
14828 West 6th Avenue Bldg B Golden, Co 519 2,942 170
12055 E. 49th Ave/4955 Peoria Denver, CO 298 1,688 186
4940-4950 Paris Denver, CO 152 861 33
4970 Paris Denver, CO 95 537 12
5010 Paril Denver, CO 89 505 13
7367 South Revere Parkway Englewood, CO 926 5,124 158
10311 W. Hampden Ave Lakewood, CO 577 2,984 75
DES MOINES
- ----------
1500 East Washington Avenue Des Moines, IA 610 4,251 778
1600 East Washington Avenue Des Moines, IA 209 1,557 171
4121 McDonald Avenue Des Moines, IA 390 2,931 301
4141 McDonald Avenue Des Moines, IA 706 5,518 644
4161 McDonald Avenue Des Moines, IA 389 3,046 864
5701 NE 17th Street Des Moines, IA 162 918 130
DETROIT
- -------
238 Executive Drive Troy, MI 52 173 427
256 Executive Drive Troy, MI 44 146 442
301 Executive Drive Troy, MI 71 293 614
449 Executive Drive Troy, MI 125 425 834
501 Executive Drive Troy, MI 71 236 641
451 Robbins Drive Troy, MI 96 448 980
700 Stephenson Highway Troy, MI 250 854 1,382
800 Stephenson Highway Troy, MI 558 2,341 2,203
1150 Stephenson Highway Troy, MI 178 966 313
1200 Stephenson Highway Troy, MI 246 1,115 633
1035 Crooks Road Troy, MI 114 414 543
1095 Crooks Road Troy, MI 331 1,017 943
1416 Meijer Drive Troy, MI 94 394 390
1624 Meijer Drive Troy, MI 236 1,406 796
1972 Meijer Drive Troy, MI 315 1,301 721
2112 Meijer Drive Troy, MI 141 714 657
1621 Northwood Drive Troy, MI 85 351 1,039
1707 Northwood Drive Troy, MI 95 262 1,154
1749 Northwood Drive Troy, MI 107 477 464
1788 Northwood Drive Troy, MI 50 196 461
1821 Northwood Drive Troy, MI 132 523 743
1826 Northwood Drive Troy, MI 55 208 394
1864 Northwood Drive Troy, MI 57 190 441
1921 Northwood Drive Troy, MI 135 589 1,161
2230 Elliott Avenue Troy, MI 46 174 418
2237 Elliott Avenue Troy, MI 48 159 418
2277 Elliott Avenue Troy, MI 48 188 438
2291 Elliott Avenue Troy, MI 52 209 353
2451 Elliott Avenue Troy, MI 78 319 839
2730 Research Drive Rochester Hills, MI 915 4,215 717
2791 Research Drive Rochester Hills, MI 557 2,731 288
2871 Research Drive Rochester Hills, MI 324 1,487 266
2911 Research Drive Rochester Hills, MI 505 2,136 397
3011 Research Drive Rochester Hills, MI 457 2,104 349
2870 Technology Drive Rochester Hills, MI 275 1,262 231
2890 Technology Drive Rochester Hills, MI 199 902 205
2900 Technology Drive Rochester Hills, MI 214 977 492
2920 Technology Drive Rochester Hills, MI 149 671 154
2930 Technology Drive Rochester Hills, MI 131 594 381
2950 Technology Drive Rochester Hills, MI 178 819 255
2960 Technology Drive Rochester Hills, MI 281 1,277 239
23014 Commerce Drive Farmington Hills, MI 39 203 193
23028 Commerce Drive Farmington Hills, MI 98 507 365
23035 Commerce Drive Farmington Hills, MI 71 355 178
23042 Commerce Drive Farmington Hills, MI 67 277 331
23065 Commerce Drive Farmington Hills, MI 71 408 193
23070 Commerce Drive Farmington Hills, MI 112 442 659
23079 Commerce Drive Farmington Hills, MI 68 301 216
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
14828 West 6th Avenue Bldg B 523 3,108 3,631 198 1985 (s)
12055 E. 49th Ave/4955 Peoria 302 1,870 2,172 102 1984 (s)
4940-4950 Paris 154 892 1,046 44 1984 (s)
4970 Paris 96 548 644 27 1984 (s)
5010 Paril 91 516 607 26 1984 (s)
7367 South Revere Parkway 934 5,274 6,208 253 1997 (s)
10311 W. Hampden Ave 578 3,058 3,636 30 1999 (s)
DES MOINES
- ----------
1500 East Washington Avenue 623 5,016 5,639 866 1987 (s)
1600 East Washington Avenue 221 1,716 1,937 248 1987 (s)
4121 McDonald Avenue 416 3,206 3,622 462 1977 (s)
4141 McDonald Avenue 787 6,081 6,868 879 1976 (s)
4161 McDonald Avenue 499 3,800 4,299 610 1979 (s)
5701 NE 17th Street 175 1,035 1,210 66 1968 (s)
DETROIT
- -------
238 Executive Drive 100 552 652 301 1973 (s)
256 Executive Drive 85 547 632 244 1974 (s)
301 Executive Drive 133 845 978 388 1974 (s)
449 Executive Drive 218 1,166 1,384 595 1975 (s)
501 Executive Drive 129 819 948 272 1984 (s)
451 Robbins Drive 192 1,332 1,524 604 1975 (s)
700 Stephenson Highway 386 2,100 2,486 948 1978 (s)
800 Stephenson Highway 654 4,448 5,102 1,844 1979 (s)
1150 Stephenson Highway 200 1,257 1,457 520 1982 (s)
1200 Stephenson Highway 284 1,710 1,994 762 1980 (s)
1035 Crooks Road 143 928 1,071 423 1980 (s)
1095 Crooks Road 360 1,931 2,291 775 1986 (s)
1416 Meijer Drive 121 757 878 319 1980 (s)
1624 Meijer Drive 373 2,065 2,438 876 1984 (s)
1972 Meijer Drive 372 1,965 2,337 764 1985 (s)
2112 Meijer Drive 229 1,283 1,512 572 1980 (s)
1621 Northwood Drive 215 1,260 1,475 686 1977 (s)
1707 Northwood Drive 239 1,272 1,511 534 1983 (s)
1749 Northwood Drive 164 884 1,048 447 1977 (s)
1788 Northwood Drive 103 604 707 307 1977 (s)
1821 Northwood Drive 220 1,178 1,398 594 1977 (s)
1826 Northwood Drive 103 554 657 276 1977 (s)
1864 Northwood Drive 107 581 688 291 1977 (s)
1921 Northwood Drive 291 1,594 1,885 839 1977 (s)
2230 Elliott Avenue 95 543 638 293 1974 (s)
2237 Elliott Avenue 90 535 625 266 1974 (s)
2277 Elliott Avenue 104 570 674 284 1975 (s)
2291 Elliott Avenue 86 528 614 276 1974 (s)
2451 Elliott Avenue 164 1,072 1,236 508 1974 (s)
2730 Research Drive 903 4,944 5,847 1,826 1988 (s)
2791 Research Drive 560 3,016 3,576 1,089 1991 (s)
2871 Research Drive 327 1,750 2,077 631 1991 (s)
2911 Research Drive 504 2,534 3,038 932 1992 (s)
3011 Research Drive 457 2,453 2,910 930 1988 (s)
2870 Technology Drive 279 1,489 1,768 564 1988 (s)
2890 Technology Drive 206 1,100 1,306 394 1991 (s)
2900 Technology Drive 219 1,464 1,683 592 1992 (s)
2920 Technology Drive 153 821 974 286 1992 (s)
2930 Technology Drive 138 968 1,106 334 1991 (s)
2950 Technology Drive 185 1,067 1,252 403 1991 (s)
2960 Technology Drive 283 1,514 1,797 546 1992 (s)
23014 Commerce Drive 56 379 435 126 1983 (s)
23028 Commerce Drive 125 845 970 367 1983 (s)
23035 Commerce Drive 93 511 604 208 1983 (s)
23042 Commerce Drive 89 586 675 249 1983 (s)
23065 Commerce Drive 93 579 672 214 1983 (s)
23070 Commerce Drive 125 1,088 1,213 412 1983 (s)
23079 Commerce Drive 79 506 585 203 1983 (s)
</TABLE>
S-6
<PAGE> 99
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
23093 Commerce Drive Farmington Hills, MI 211 1,024 787
23135 Commerce Drive Farmington Hills, MI 146 701 227
23149 Commerce Drive Farmington Hills, MI 266 1,005 461
23163 Commerce Drive Farmington Hills, MI 111 513 315
23177 Commerce Drive Farmington Hills, MI 175 1,007 652
23206 Commerce Drive Farmington Hills, MI 125 531 625
23290 Commerce Drive Farmington Hills, MI 124 707 640
23370 Commerce Drive Farmington Hills, MI 59 233 164
24492 Indoplex Circle Farmington Hills, MI 67 370 950
24528 Indoplex Circle Farmington Hills, MI 91 536 1,091
21477 Bridge Street Southfield, MI 244 1,386 264
32450 N Avis Drive Madison Heights, MI 281 1,590 169
32200 N Avis Drive Madison Heights, MI 408 2,311 156
11813 Hubbard Livonia, MI 177 1,001 42
11866 Hubbard Livonia, MI 189 1,073 29
12050-12300 Hubbard (l) Livonia, MI 425 2,410 332
38200 Plymouth Road Livonia, MI 1,215 - 4,753
38220 Plymouth Road Livonia, MI 756 - 5,385
38300 Plymouth Road Livonia, MI 729 - 4,803
12707 Eckles Road Plymouth Township, MI 255 1,445 110
9300-9328 Harrison Rd Romulus, MI 147 834 133
9330-9358 Harrison Rd Romulus, MI 81 456 230
28420-28448 Highland Rd Romulus, MI 143 809 132
28450-28478 Highland Rd Romulus, MI 81 461 239
28421-28449 Highland Rd Romulus, MI 109 617 242
28451-28479 Highland Rd Romulus, MI 107 608 124
28825-28909 Highland Rd Romulus, MI 70 395 118
28933-29017 Highland Rd Romulus, MI 112 634 179
28824-28908 Highland Rd Romulus, MI 134 760 195
28932-29016 Highland Rd Romulus, MI 123 694 229
9710-9734 Harrison Rd Romulus, MI 125 706 138
9740-9772 Harrison Rd Romulus, MI 132 749 186
9840-9868 Harrison Rd Romulus, MI 144 815 129
9800-9824 Harrison Rd Romulus, MI 117 664 93
29265-29285 Airport Dr Romulus, MI 140 794 169
29185-29225 Airport Dr Romulus, MI 140 792 319
29149-29165 Airport Dr Romulus, MI 216 1,225 260
29101-29115 Airport Dr Romulus, MI 130 738 234
29031-29045 Airport Dr Romulus, MI 124 704 102
29050-29062 Airport Dr Romulus, MI 127 718 135
29120-29134 Airport Dr Romulus, MI 161 912 159
29200-29214 Airport Dr Romulus, MI 170 963 256
9301-9339 Middlebelt Rd Romulus, MI 124 703 140
21405 Trolley Industrial Drive Taylor, MI 758 4,293 284
26980 Trolley Industrial Drive Taylor, MI 450 2,550 416
28055 S. Wick Road Romulus, MI 195 1,080 339
12050-12200 Farmington Road Livonia, MI 201 1,115 125
33200 Capitol Avenue Livonia, MI 236 1,309 185
32975 Capitol Avenue Livonia, MI 135 748 81
2725 S. Industrial Highway Ann Arbor, MI 660 3,654 542
32920 Capitol Avenue Livonia, MI 76 422 78
32940 Capitol Avenue Livonia, MI 57 314 35
11862 Brookfield Avenue Livonia, MI 85 471 52
11923 Brookfield Avenue Livonia, MI 120 665 459
11965 Brookfield Avenue Livonia, MI 120 665 77
34005 Schoolcraft Road Livonia, MI 107 592 85
13405 Stark Road Livonia, MI 46 254 34
1170 Chicago Road Troy, MI 249 1,380 137
1200 Chicago Road Troy, MI 268 1,483 141
450 Robbins Drive Troy, MI 166 920 89
556 Robbins Drive Troy, MI 59 329 38
1230 Chicago Road Troy, MI 271 1,498 142
12886 Westmore Avenue Livonia, MI 190 1,050 115
12898 Westmore Avenue Livonia, MI 190 1,050 110
33025 Industrial Road Livonia, MI 80 442 57
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
23093 Commerce Drive 295 1,727 2,022 677 1983 (s)
23135 Commerce Drive 158 916 1,074 363 1986 (s)
23149 Commerce Drive 274 1,458 1,732 592 1985 (s)
23163 Commerce Drive 138 801 939 287 1986 (s)
23177 Commerce Drive 254 1,580 1,834 621 1986 (s)
23206 Commerce Drive 137 1,144 1,281 422 1985 (s)
23290 Commerce Drive 210 1,261 1,471 546 1980 (s)
23370 Commerce Drive 66 390 456 168 1980 (s)
24492 Indoplex Circle 175 1,212 1,387 511 1976 (s)
24528 Indoplex Circle 263 1,455 1,718 788 1976 (s)
21477 Bridge Street 253 1,641 1,894 223 1986 (s)
32450 N Avis Drive 286 1,754 2,040 167 1974 (s)
32200 N Avis Drive 411 2,464 2,875 253 1973 (s)
11813 Hubbard 180 1,040 1,220 104 1979 (s)
11866 Hubbard 191 1,100 1,291 108 1979 (s)
12050-12300 Hubbard (l) 428 2,739 3,167 365 1981 (s)
38200 Plymouth Road 1,231 4,737 5,968 331 1997 (s)
38220 Plymouth Road 706 5,435 6,141 243 1988 (s)
38300 Plymouth Road 835 4,697 5,532 214 1997 (s)
12707 Eckles Road 267 1,543 1,810 131 1990 (s)
9300-9328 Harrison Rd 154 960 1,114 80 1978 (s)
9330-9358 Harrison Rd 85 682 767 60 1978 (s)
28420-28448 Highland Rd 149 935 1,084 79 1979 (s)
28450-28478 Highland Rd 85 696 781 55 1979 (s)
28421-28449 Highland Rd 114 854 968 89 1980 (s)
28451-28479 Highland Rd 112 727 839 57 1980 (s)
28825-28909 Highland Rd 73 510 583 59 1981 (s)
28933-29017 Highland Rd 117 808 925 82 1982 (s)
28824-28908 Highland Rd 140 949 1,089 72 1982 (s)
28932-29016 Highland Rd 128 918 1,046 101 1982 (s)
9710-9734 Harrison Rd 130 839 969 95 1987 (s)
9740-9772 Harrison Rd 138 929 1,067 118 1987 (s)
9840-9868 Harrison Rd 150 938 1,088 77 1987 (s)
9800-9824 Harrison Rd 123 751 874 58 1987 (s)
29265-29285 Airport Dr 147 956 1,103 74 1983 (s)
29185-29225 Airport Dr 146 1,105 1,251 84 1983 (s)
29149-29165 Airport Dr 226 1,475 1,701 116 1984 (s)
29101-29115 Airport Dr 136 966 1,102 90 1985 (s)
29031-29045 Airport Dr 130 800 930 62 1985 (s)
29050-29062 Airport Dr 133 847 980 64 1986 (s)
29120-29134 Airport Dr 168 1,064 1,232 86 1986 (s)
29200-29214 Airport Dr 178 1,211 1,389 94 1985 (s)
9301-9339 Middlebelt Rd 130 837 967 65 1983 (s)
21405 Trolley Industrial Drive 778 4,557 5,335 322 1971 (s)
26980 Trolley Industrial Drive 463 2,953 3,416 158 1997 (s)
28055 S. Wick Road 195 1,419 1,614 51 1989 (s)
12050-12200 Farmington Road 215 1,226 1,441 50 1973 (s)
33200 Capitol Avenue 252 1,478 1,730 59 1977 (s)
32975 Capitol Avenue 144 820 964 34 1978 (s)
2725 S. Industrial Highway 704 4,152 4,856 211 1997 (s)
32920 Capitol Avenue 82 494 576 19 1973 (s)
32940 Capitol Avenue 61 345 406 14 1971 (s)
11862 Brookfield Avenue 91 517 608 21 1972 (s)
11923 Brookfield Avenue 128 1,116 1,244 71 1973 (s)
11965 Brookfield Avenue 128 734 862 32 1973 (s)
34005 Schoolcraft Road 114 670 784 27 1981 (s)
13405 Stark Road 49 285 334 12 1980 (s)
1170 Chicago Road 266 1,500 1,766 61 1983 (s)
1200 Chicago Road 286 1,606 1,892 66 1984 (s)
450 Robbins Drive 178 997 1,175 41 1976 (s)
556 Robbins Drive 64 362 426 15 1974 (s)
1230 Chicago Road 289 1,622 1,911 66 1996 (s)
12886 Westmore Avenue 202 1,153 1,355 50 1981 (s)
12898 Westmore Avenue 202 1,148 1,350 49 1981 (s)
33025 Industrial Road 85 494 579 20 1980 (s)
</TABLE>
S-7
<PAGE> 100
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
2002 Stephenson Highway Troy, MI 179 994 185
47711 Clipper Street Plymouth Twsp, MI 539 2,983 265
32975 Industrial Road Livonia, MI 160 887 115
32985 Industrial Road Livonia, MI 137 761 86
32995 Industrial Road Livonia, MI 160 887 90
12874 Westmore Avenue Livonia, MI 137 761 76
33067 Industrial Road Livonia, MI 160 887 104
1775 Bellingham Troy, MI 344 1,902 215
1785 East Maple Troy, MI 92 507 52
1807 East Maple Troy, MI 321 1,775 162
9800 Chicago Road Troy, MI 206 1,141 103
1840 Enterprise Drive Rochester Hills, MI 573 3,170 277
1885 Enterprise Drive Rochester Hills, MI 209 1,158 110
1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 788
5500 Enterprise Court Warren, MI 675 3,737 447
5800 Enterprise Court Warren, MI 202 1,117 142
750 Chicago Road Troy, MI 323 1,790 272
800 Chicago Road Troy, MI 283 1,567 167
850 Chicago Road Troy, MI 183 1,016 94
2805 S. Industrial Highway Ann Arbor, MI 318 1,762 162
6833 Center Drive Sterling Heights, MI 467 2,583 179
22731 Newman Street Dearborn, MI 542 3,001 95
32201 North Avis Drive Madison Heights, MI 345 1,911 85
1100 East Mandoline Road Madison Heights, MI 888 4,915 777
30081 Stephenson Highway Madison Heights, MI 271 1,499 333
1120 John A. Papalas Drive (m) Lincoln Park, MI 586 3,241 200
36555 Ecorse Romulus, MI 600 - 9,357
6340 Middlebelt Romulus, MI 673 - 3,649
4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 107
775 James L. Hart Parkway Ypsilanti, MI 348 1,536 267
GRAND RAPIDS
- ------------
2 84th Street SW Grand Rapids, MI 117 685 309
100 84th Street SW Grand Rapids, MI 255 1,477 159
511 76th Street SW Grand Rapids, MI 758 4,355 206
553 76th Street SW Grand Rapids, MI 32 191 242
555 76th Street SW Grand Rapids, MI 776 4,458 97
2925 Remico Avenue SW Grand Rapids, MI 281 1,617 21
2935 Walkent Court NW Grand Rapids, MI 285 1,663 204
3300 Kraft Avenue SE Grand Rapids, MI 838 4,810 222
3366 Kraft Avenue SE Grand Rapids, MI 833 4,780 636
5001 Kendrick Court SE Grand Rapids, MI 210 1,221 164
5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,569
5015 52nd Street SE Grand Rapids, MI 234 1,321 65
5025 28th Street Grand Rapids, MI 77 488 17
5079 33rd Street SE Grand Rapids, MI 525 3,018 154
5333 33rd Street SE Grand Rapids, MI 480 2,761 134
5130 Patterson Avenue SE Grand Rapids, MI 137 793 43
3395 Kraft Avenue Grand Rapids, MI 214 1,212 73
3427 Kraft Avenue Grand Rapids, MI 157 892 56
HARTFORD
- --------
20 Utopia Road Manchester, CT 113 703 119
50 Utopia Road Manchester, CT 190 1,170 14
135 Sheldon road Manchester, CT 247 1,488 104
169 Progress Road Manchester, CT 334 2,030 21
227 Progress Drive Manchester, CT 80 486 7
249 Progress Drive Manchester, CT 89 562 1
428 Hayden Station Road Windsor, CT 167 1,003 46
430 Hayden Station Road Windsor, CT 238 1,415 8
436 Hayden Station Road Windsor, CT 282 1,681 15
460 Hayden Station Road Windsor, CT 207 1,236 12
345 MacCausland Court Cheshire, CT 866 - 5,258
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
2002 Stephenson Highway 192 1,166 1,358 44 1986 (s)
47711 Clipper Street 575 3,212 3,787 132 1996 (s)
32975 Industrial Road 171 991 1,162 48 1984 (s)
32985 Industrial Road 147 837 984 34 1985 (s)
32995 Industrial Road 171 966 1,137 39 1983 (s)
12874 Westmore Avenue 147 827 974 34 1984 (s)
33067 Industrial Road 171 980 1,151 40 1984 (s)
1775 Bellingham 367 2,094 2,461 86 1987 (s)
1785 East Maple 98 553 651 23 1985 (s)
1807 East Maple 342 1,916 2,258 79 1984 (s)
9800 Chicago Road 220 1,230 1,450 50 1985 (s)
1840 Enterprise Drive 611 3,409 4,020 140 1990 (s)
1885 Enterprise Drive 223 1,254 1,477 51 1990 (s)
1935-55 Enterprise Drive 1,371 7,846 9,217 316 1990 (s)
5500 Enterprise Court 721 4,138 4,859 165 1989 (s)
5800 Enterprise Court 215 1,246 1,461 49 1987 (s)
750 Chicago Road 345 2,040 2,385 81 1986 (s)
800 Chicago Road 302 1,715 2,017 69 1985 (s)
850 Chicago Road 196 1,097 1,293 45 1984 (s)
2805 S. Industrial Highway 340 1,902 2,242 78 1990 (s)
6833 Center Drive 489 2,740 3,229 125 1998 (s)
22731 Newman Street 543 3,095 3,638 141 1985 (s)
32201 North Avis Drive 347 1,994 2,341 91 1974 (s)
1100 East Mandoline Road 891 5,689 6,580 236 1967 (s)
30081 Stephenson Highway 272 1,831 2,103 79 1967 (s)
1120 John A. Papalas Drive (m) 588 3,439 4,027 156 1985 (s)
36555 Ecorse 685 9,272 9,957 325 1998 (s)
6340 Middlebelt 833 3,489 4,322 125 1998 (s)
4872 S. Lapeer Road 1,393 5,497 6,890 73 1999 (s)
775 James L. Hart Parkway 604 1,547 2,151 27 1999 (s)
GRAND RAPIDS
- ------------
2 84th Street SW 117 994 1,111 168 1986 (s)
100 84th Street SW 255 1,636 1,891 260 1979 (s)
511 76th Street SW 758 4,561 5,319 717 1986 (s)
553 76th Street SW 32 433 465 114 1985 (s)
555 76th Street SW 776 4,555 5,331 648 1987 (s)
2925 Remico Avenue SW 281 1,638 1,919 229 1988 (s)
2935 Walkent Court NW 285 1,867 2,152 268 1991 (s)
3300 Kraft Avenue SE 838 5,032 5,870 792 1987 (s)
3366 Kraft Avenue SE 833 5,416 6,249 1,033 1987 (s)
5001 Kendrick Court SE 210 1,385 1,595 192 1983 (s)
5050 Kendrick Court SE 1,721 16,002 17,723 2,110 1988 (s)
5015 52nd Street SE 234 1,386 1,620 187 1987 (s)
5025 28th Street 77 505 582 115 1967 (s)
5079 33rd Street SE 525 3,172 3,697 442 1990 (s)
5333 33rd Street SE 480 2,895 3,375 447 1991 (s)
5130 Patterson Avenue SE 137 836 973 120 1987 (s)
3395 Kraft Avenue 220 1,279 1,499 58 1985 (s)
3427 Kraft Avenue 162 943 1,105 43 1985 (s)
HARTFORD
- --------
20 Utopia Road 112 823 935 34 1989 (s)
50 Utopia Road 191 1,183 1,374 52 1987 (s)
135 Sheldon road 245 1,594 1,839 94 1987 (s)
169 Progress Road 337 2,048 2,385 91 1987 (s)
227 Progress Drive 81 492 573 22 1986 (s)
249 Progress Drive 88 564 652 25 1985 (s)
428 Hayden Station Road 166 1,050 1,216 56 1988 (s)
430 Hayden Station Road 236 1,425 1,661 62 1987 (s)
436 Hayden Station Road 283 1,695 1,978 75 1988 (s)
460 Hayden Station Road 209 1,246 1,455 56 1985 (s)
345 MacCausland Court 1,087 5,037 6,124 172 1998 (s)
</TABLE>
S-8
<PAGE> 101
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
HOUSTON
- -------
2102-2314 Edwards Street Houston, TX 348 1,973 830
4545 Eastpark Drive Houston, TX 235 1,331 62
3351 Ranch St Houston, TX 272 1,541 96
3851 Yale St Houston, TX 413 2,343 177
3337-3347 Ranch Street Houston, TX 227 1,287 97
8505 N Loop East Houston, TX 439 2,489 124
4749-4799 Eastpark Dr Houston, TX 594 3,368 185
4851 Homestead Road Houston, TX 491 2,782 209
3365-3385 Ranch Street Houston, TX 284 1,611 74
5050 Campbell Road Houston, TX 461 2,610 136
4300 Pine Timbers Houston, TX 489 2,769 141
10600 Hampstead Houston, TX 105 597 51
2300 Fairway Park Dr Houston, TX 86 488 46
7901 Blankenship Houston, TX 136 772 178
2500-2530 Fairway Park Drive Houston, TX 766 4,342 262
6550 Longpointe Houston, TX 362 2,050 123
1815 Turning Basin Dr Houston, TX 487 2,761 380
1819 Turning Basin Dr Houston, TX 231 1,308 181
4545 Mossford Dr Houston, TX 237 1,342 72
1805 Turning Basin Drive Houston, TX 564 3,197 461
7000 Empire Drive Houston, TX (h) 450 2,552 521
9777 West Gulfbank Drive Houston, TX (h) 1,217 6,899 319
9835A Genard Road Houston, TX 1,505 8,333 430
9835B Genard Road Houston, TX 245 1,357 70
16134 West Hardy Houston, TX 147 812 13
16216 West Hardy Houston, TX 125 692 13
INDIANAPOLIS
- ------------
2400 North Shadeland Indianapolis, IN 142 802 52
2402 North Shadeland Indianapolis, IN 466 2,640 297
7901 West 21st Street Indianapolis, IN 1,063 6,027 242
1445 Brookville Way Indianapolis, IN (c) 459 2,603 325
1440 Brookville Way Indianapolis, IN (c) 665 3,770 313
1240 Brookville Way Indianapolis, IN (c) 247 1,402 233
1220 Brookville Way Indianapolis, IN (c) 223 40 32
1345 Brookville Way Indianapolis, IN (d) 586 3,321 413
1350 Brookville Way Indianapolis, IN (c) 205 1,161 109
1315 Sadlier Circle E Dr Indianapolis, IN (d) 57 322 48
1341 Sadlier Circle E Dr Indianapolis, IN (d) 131 743 135
1322-1438 Sadlier Circle E Dr Indianapolis, IN (d) 145 822 151
1327-1441 Sadlier Circle E Dr Indianapolis, IN (d) 218 1,234 125
1304 Sadlier Circle E Dr Indianapolis, IN (d) 71 405 81
1402 Sadlier Circle E Dr Indianapolis, IN (d) 165 934 91
1504 Sadlier Circle E Dr Indianapolis, IN (d) 219 1,238 101
1311 Sadlier Circle E Dr Indianapolis, IN (d) 54 304 106
1365 Sadlier Circle E Dr Indianapolis, IN (d) 121 688 141
1352-1354 Sadlier Circle E Dr Indianapolis, IN (d) 178 1,008 136
1335 Sadlier Circle E Dr Indianapolis, IN (d) 81 460 57
1327 Sadlier Circle E Dr Indianapolis, IN (d) 52 295 25
1425 Sadlier Circle E Dr Indianapolis, IN (d) 21 117 28
1230 Brookville Way Indianapolis, IN (c) 103 586 56
6951 E 30th St Indianapolis, IN 256 1,449 103
6701 E 30th St Indianapolis, IN 78 443 40
6737 E 30th St Indianapolis, IN 385 2,181 147
1225 Brookville Way Indianapolis, IN 60 - 397
6555 E 30th St Indianapolis, IN 840 4,760 946
2432-2436 Shadeland Indianapolis, IN 212 1,199 231
8402-8440 E 33rd St Indianapolis, IN 222 1,260 190
8520-8630 E 33rd St Indianapolis, IN 326 1,848 350
8710-8768 E 33rd St Indianapolis, IN 175 993 176
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 251
3331 Raton Court Indianapolis, IN 138 802 44
6751 E 30th St Indianapolis, IN 728 2,837 121
9210 East 146th Street Noblesville, IN 466 684 60
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
2102-2314 Edwards Street 359 2,792 3,151 159 1961 (s)
4545 Eastpark Drive 240 1,388 1,628 75 1972 (s)
3351 Ranch St 278 1,631 1,909 84 1970 (s)
3851 Yale St 425 2,508 2,933 129 1971 (s)
3337-3347 Ranch Street 233 1,378 1,611 71 1970 (s)
8505 N Loop East 449 2,603 3,052 135 1981 (s)
4749-4799 Eastpark Dr 611 3,536 4,147 181 1979 (s)
4851 Homestead Road 504 2,978 3,482 156 1973 (s)
3365-3385 Ranch Street 290 1,679 1,969 86 1970 (s)
5050 Campbell Road 470 2,737 3,207 141 1970 (s)
4300 Pine Timbers 499 2,900 3,399 155 1980 (s)
10600 Hampstead 109 644 753 33 1974 (s)
2300 Fairway Park Dr 89 531 620 27 1974 (s)
7901 Blankenship 140 946 1,086 45 1972 (s)
2500-2530 Fairway Park Drive 792 4,578 5,370 248 1974 (s)
6550 Longpointe 370 2,165 2,535 115 1980 (s)
1815 Turning Basin Dr 531 3,097 3,628 159 1980 (s)
1819 Turning Basin Dr 251 1,469 1,720 75 1980 (s)
4545 Mossford Dr 245 1,406 1,651 73 1975 (s)
1805 Turning Basin Drive 616 3,606 4,222 187 1980 (s)
7000 Empire Drive 452 3,071 3,523 183 1980 (s)
9777 West Gulfbank Drive 1,219 7,216 8,435 435 1980 (s)
9835A Genard Road 1,571 8,697 10,268 18 1980 (s)
9835B Genard Road 256 1,416 1,672 3 1980 (s)
16134 West Hardy 149 823 972 2 1984 (s)
16216 West Hardy 127 703 830 1 1984 (s)
INDIANAPOLIS
- ------------
2400 North Shadeland 149 847 996 53 1970 (s)
2402 North Shadeland 490 2,913 3,403 190 1970 (s)
7901 West 21st Street 1,079 6,253 7,332 371 1985 (s)
1445 Brookville Way 476 2,911 3,387 305 1989 (s)
1440 Brookville Way 685 4,063 4,748 384 1990 (s)
1240 Brookville Way 258 1,624 1,882 210 1990 (s)
1220 Brookville Way 226 69 295 6 1990 (s)
1345 Brookville Way 601 3,719 4,320 359 1992 (s)
1350 Brookville Way 211 1,264 1,475 119 1994 (s)
1315 Sadlier Circle E Dr 61 366 427 35 1970/1992 (s)
1341 Sadlier Circle E Dr 136 873 1,009 76 1971/1992 (s)
1322-1438 Sadlier Circle E Dr 152 966 1,118 106 1971/1992 (s)
1327-1441 Sadlier Circle E Dr 225 1,352 1,577 140 1992 (s)
1304 Sadlier Circle E Dr 75 482 557 51 1971/1992 (s)
1402 Sadlier Circle E Dr 171 1,019 1,190 98 1970/1992 (s)
1504 Sadlier Circle E Dr 226 1,332 1,558 128 1971/1992 (s)
1311 Sadlier Circle E Dr 57 407 464 64 1971/1992 (s)
1365 Sadlier Circle E Dr 126 824 950 73 1971/1992 (s)
1352-1354 Sadlier Circle E Dr 184 1,138 1,322 123 1970/1992 (s)
1335 Sadlier Circle E Dr 85 513 598 49 1971/1992 (s)
1327 Sadlier Circle E Dr 55 317 372 30 1971/1992 (s)
1425 Sadlier Circle E Dr 23 143 166 13 1971/1992 (s)
1230 Brookville Way 109 636 745 60 1995 (s)
6951 E 30th St 265 1,543 1,808 148 1995 (s)
6701 E 30th St 82 479 561 46 1992 (s)
6737 E 30th St 398 2,315 2,713 232 1995 (s)
1225 Brookville Way 68 389 457 24 1997 (s)
6555 E 30th St 484 6,062 6,546 700 1969/1981 (s)
2432-2436 Shadeland 230 1,412 1,642 119 1968 (s)
8402-8440 E 33rd St 230 1,442 1,672 124 1977 (s)
8520-8630 E 33rd St 336 2,188 2,524 187 1976 (s)
8710-8768 E 33rd St 187 1,157 1,344 97 1979 (s)
3316-3346 N. Pagosa Court 335 2,083 2,418 189 1977 (s)
3331 Raton Court 144 840 984 71 1979 (s)
6751 E 30th St 741 2,945 3,686 165 1997 (s)
9210 East 146th Street 472 738 1,210 19 1978 (s)
</TABLE>
S-9
<PAGE> 102
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
LONG ISLAND
- -----------
1140 Motor Parkway Hauppauge, NY 1,034 5,861 97
10 Edison Street Amityville, NY 183 1,036 48
120 Secatogue Ave Farmingdale, NY 375 2,123 83
100 Lauman Lane Hicksville, NY 216 1,226 255
200 Finn Court Farmingdale, NY 619 3,506 87
717 Broadway Avenue Holbrook, NY 790 4,474 18
725 Broadway Holbrook, NY 643 3,644 322
270 Duffy Avenue Hicksville, NY 1,305 7,393 179
280 Duffy Avenue Hicksville, NY 478 2,707 9
575 Underhill Boulevard Syosset, NY 2,714 15,382 602
5 Sidney Court Lindenhurst, NY 148 840 40
7 Sidney Court Lindenhurst, NY 172 975 21
450 Commack Road Deer Park, NY 304 1,720 56
99 Layfayette Drive Syosset, NY 1,607 9,106 147
65 East Bethpage Road Plainview, NY 198 1,122 46
171 Milbar Boulevard Farmingdale, NY 454 2,574 217
95 Horseblock Road Yaphank, NY 1,313 7,439 333
151-171 East 2nd Street Huntington, NY 497 2,815 120
171-175 East 2nd Street Huntington, NY 493 2,792 88
35 Bloomingdale Road Hicksville, NY 190 1,076 125
15-39 Tec Street Hicksville, NY 164 930 51
100 Tec Street Hicksville, NY 237 1,340 63
51-89 Tec Street Hicksville, NY 207 1,171 41
502 Old Country Road Hicksville, NY 95 536 25
80-98 Tec Street Hicksville, NY 123 700 33
201-233 Park Avenue Hicksville, NY 349 1,979 99
One Fairchild Court Plainview, NY 315 1,786 186
79 Express Street Plainview, NY 417 2,363 325
92 Central Avenue Farmingdale, NY 837 4,745 173
160 Engineer Drive Hicksville, NY 148 836 33
260 Engineers Drive Hicksville, NY 264 1,494 283
87-119 Engineers Dr (l) Hicksville, NY 181 1,023 56
950-970 South Broadway Hicksville, NY 250 1,418 178
290 Duffy Avenue Hicksville, NY (e) 383 2,171 245
185 Price Parkway Farmingdale, NY 611 3,464 26
62 Alpha Plaza Hicksville, NY 155 877 53
90 Alpha Plaza Hicksville, NY 127 717 103
325 Duffy Avenue Hicksville, NY 480 2,720 101
600 West John Street Hicksville, NY 488 2,763 4,917
939 Motor Parkway Hauppauge, NY 105 596 93
200 13th Avenue Ronkonkoma, NY 313 1,776 337
100 13th Avenue Ronkonkoma, NY 348 1,973 322
1 Comac Loop Ronkonkoma, NY 348 1,973 382
80 13th Avenue Ronkonkoma, NY 418 2,368 460
90 13th Avenue Ronkonkoma, NY 383 2,171 431
33 Comac Loop Ronkonkoma, NY 383 2,171 427
101-125 Comac Streer Ronkonkoma, NY 905 5,131 857
360 Smith Street Farmingdale, NY 334 1,851 652
700 Dibblee Drive Garden City, NY 2,219 12,282 136
49 Mall Drive Hauppauge, NY 343 5,220 957
275 Marcus Blvd Hauppauge, NY 349 1,934 345
LOUISVILLE
- ----------
9001 Cane Run Road Louisville, KY 524 - 5,569
MILWAUKEE
- ---------
6523 N. Sydney Place Milwaukee, WI 172 976 152
8800 W Bradley Milwaukee, WI 375 2,125 134
1435 North 113th St Wauwatosa, WI 300 1,699 366
11217-43 W. Becher St West Allis, WI 148 841 122
2152 S 114th Street West Allis, WI 326 1,846 101
4560 N. 124th Street Wauwatosa, WI 118 667 84
12221 W. Feerick Street Wauwatosa, WI 210 1,190 169
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
LONG ISLAND
- -----------
1140 Motor Parkway 1,032 5,960 6,992 451 1978 (s)
10 Edison Street 183 1,084 1,267 82 1971 (s)
120 Secatogue Ave 374 2,207 2,581 170 1957 (s)
100 Lauman Lane 216 1,481 1,697 108 1968 (s)
200 Finn Court 617 3,595 4,212 273 1965 (s)
717 Broadway Avenue 787 4,495 5,282 342 1967 (s)
725 Broadway 641 3,968 4,609 320 1967 (s)
270 Duffy Avenue 1,302 7,575 8,877 601 1956 (s)
280 Duffy Avenue 477 2,717 3,194 205 1956 (s)
575 Underhill Boulevard 2,712 15,986 18,698 1,214 1967 (s)
5 Sidney Court 149 879 1,028 66 1962 (s)
7 Sidney Court 172 996 1,168 75 1964 (s)
450 Commack Road 303 1,777 2,080 134 1964 (s)
99 Layfayette Drive 1,601 9,259 10,860 729 1964 (s)
65 East Bethpage Road 198 1,168 1,366 97 1960 (s)
171 Milbar Boulevard 454 2,791 3,245 211 1961 (s)
95 Horseblock Road 1,309 7,776 9,085 591 1971 (s)
151-171 East 2nd Street 497 2,935 3,432 220 1968 (s)
171-175 East 2nd Street 493 2,880 3,373 219 1969 (s)
35 Bloomingdale Road 190 1,201 1,391 105 1962 (s)
15-39 Tec Street 165 980 1,145 88 1965 (s)
100 Tec Street 237 1,403 1,640 110 1965 (s)
51-89 Tec Street 207 1,212 1,419 103 1965 (s)
502 Old Country Road 95 561 656 41 1965 (s)
80-98 Tec Street 124 732 856 56 1965 (s)
201-233 Park Avenue 349 2,078 2,427 168 1962 (s)
One Fairchild Court 315 1,972 2,287 149 1959 (s)
79 Express Street 416 2,689 3,105 210 1972 (s)
92 Central Avenue 837 4,918 5,755 368 1961 (s)
160 Engineer Drive 148 869 1,017 65 1966 (s)
260 Engineers Drive 263 1,778 2,041 145 1966 (s)
87-119 Engineers Dr (l) 181 1,079 1,260 92 1966 (s)
950-970 South Broadway 250 1,596 1,846 174 1966 (s)
290 Duffy Avenue 383 2,416 2,799 208 1974 (s)
185 Price Parkway 610 3,491 4,101 264 1969 (s)
62 Alpha Plaza 159 926 1,085 52 1968 (s)
90 Alpha Plaza 130 817 947 44 1969 (s)
325 Duffy Avenue 491 2,810 3,301 145 1970 (s)
600 West John Street 498 7,670 8,168 295 1955 (s)
939 Motor Parkway 112 682 794 35 1977 (s)
200 13th Avenue 358 2,068 2,426 105 1979 (s)
100 13th Avenue 396 2,247 2,643 109 1979 (s)
1 Comac Loop 396 2,307 2,703 112 1980 (s)
80 13th Avenue 475 2,771 3,246 136 1983 (s)
90 13th Avenue 438 2,547 2,985 129 1982 (s)
33 Comac Loop 438 2,543 2,981 123 1983 (s)
101-125 Comac Streer 1,028 5,865 6,893 284 1985 (s)
360 Smith Street 342 2,495 2,837 132 1965 (s)
700 Dibblee Drive 2,227 12,410 14,637 542 1965 (s)
49 Mall Drive 990 5,530 6,520 242 1986 (s)
275 Marcus Blvd 365 2,263 2,628 77 1985 (s)
LOUISVILLE
- ----------
9001 Cane Run Road 560 5,533 6,093 119 1998 (s)
MILWAUKEE
- ---------
6523 N. Sydney Place 176 1,124 1,300 115 1978 (s)
8800 W Bradley 388 2,246 2,634 200 1982 (s)
1435 North 113th St 310 2,055 2,365 214 1993 (s)
11217-43 W. Becher St 155 956 1,111 73 1979 (s)
2152 S 114th Street 339 1,934 2,273 125 1980 (s)
4560 N. 124th Street 129 740 869 48 1976 (s)
12221 W. Feerick Street 221 1,348 1,569 80 1971 (s)
</TABLE>
S-10
<PAGE> 103
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
MINNEAPOLIS
- -----------
6507-6545 Cecilia Circle Bloomington, MN 357 1,320 691
1275 Corporate Center Drive Eagan, MN 80 357 69
1279 Corporate Center Drive Eagan, MN 105 357 98
2815 Eagandale Boulevard Eagan, MN 80 357 182
6201 West 111th Street Bloomington, MN 1,358 8,622 3,754
6403-6545 Cecilia Drive Bloomington, MN 366 1,363 583
6925-6943 Washington Avenue Edina, MN 117 504 874
6955-6973 Washington Avenue Edina, MN 117 486 481
7251-7279 Washington Avenue Edina, MN 129 382 444
7301-7329 Washington Avenue Edina, MN 174 391 501
7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,104
7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,299
7900 Main Street Northeast Fridley, MN 480 1,604 637
7901 Beech Street Northeast Fridley, MN 405 1,554 684
9901 West 74th Street Eden Prairie, MN 621 3,289 2,019
11201 Hampshire Avenue South Bloomington, MN 495 1,035 858
12220-12222 Nicollet Avenue Burnsville, MN 105 425 46
12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 182
12224-12226 Nicollet Avenue Burnsville, MN 190 770 125
305 2nd Street Northwest Minneapolis, MN 460 2,744 41
980 Lone Oak Road Minneapolis, MN 683 4,103 391
990 Lone Oak Road Minneapolis, MN 883 5,575 233
1030 Lone Oak Road Minneapolis, MN 456 2,703 64
1060 Lone Oak Road Minneapolis, MN 624 3,700 294
5400 Nathan Lane Minneapolis, MN 749 4,461 44
6464 Sycamore Court Minneapolis, MN 457 2,730 103
10120 W 76th Street Eden Prairie, MN 315 1,804 172
7615 Golden Triangle Eden Prairie, MN 268 1,532 356
7625 Golden Triangle Eden Prairie, MN 415 2,375 267
2605 Fernbrook Lane North Plymouth, MN 443 2,533 372
12155 Nicollet Ave. Burnsville, MN 286 - 1,702
73rd Avenue North Brooklyn Park, MN 504 2,856 73
1905 W Country Road C Roseville, MN 402 2,278 65
2720 Arthur Street Roseville, MN 824 4,671 78
10205 51st Avenue North Plymouth, MN 180 1,020 70
4100 Peavey Road Chaska, MN 399 2,261 631
11300 Hamshire Ave South Bloomington, MN 527 2,985 422
375 Rivertown Drive Woodbury, MN 1,083 6,135 2,700
5205 Highway 169 Plymouth, MN 446 2,525 785
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 696
7100-7190 Shady Oak Rd (m) Eden Prairie, MN 1,118 6,333 485
7500-7546 Washington Square Eden Prairie, MN 229 1,300 76
7550-7588 Washington Square Eden Prairie, MN 153 867 39
5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 214
1565 First Avenue NW New Brighton, MN 485 2,750 302
7125 Northland Terrace Brooklyn Park, MN 660 3,740 724
6900 Shady Oak Road Eden Prairie, MN 310 1,756 219
6477-6525 City West Parkway Eden Prairie, MN 810 4,590 178
1157 Valley Park Drive Shakopee, MN 760 - 4,539
500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 204
770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 101
800 Kasota Avenue SE Minneapolis, MN 524 2,971 580
2530-2570 Kasota Avenue St. Paul, MN 407 2,308 635
504 Malcolm Ave SE Minneapolis, MN 757 - 421
553 North Fairview Minneapolis, MN 585 3,575 423
1150 Gateway Drive Shakopee, MN - - -
NASHVILLE
- ---------
417 Harding Industrial Drive Nashville, TN 653 4,583 1,338
3099 Barry Drive Portland, TN 418 2,368 63
3150 Barry Drive Portland, TN 941 5,333 337
5599 Highway 31 West Portland, TN 564 3,196 65
1650 Elm Hill Pike Nashville, TN 329 1,867 69
1821 Air Lane Drive Nashville, TN 149 846 13
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
MINNEAPOLIS
- -----------
6507-6545 Cecilia Circle 386 1,982 2,368 839 1981 (s)
1275 Corporate Center Drive 93 413 506 151 1990 (s)
1279 Corporate Center Drive 109 451 560 174 1990 (s)
2815 Eagandale Boulevard 97 522 619 190 1990 (s)
6201 West 111th Street 1,499 12,235 13,734 2,813 1987 (s)
6403-6545 Cecilia Drive 395 1,917 2,312 878 1980 (s)
6925-6943 Washington Avenue 237 1,258 1,495 653 1972 (s)
6955-6973 Washington Avenue 207 877 1,084 574 1972 (s)
7251-7279 Washington Avenue 182 773 955 517 1972 (s)
7301-7329 Washington Avenue 193 873 1,066 799 1972 (s)
7101 Winnetka Avenue North 2,228 8,155 10,383 3,301 1990 (s)
7600 Golden Triangle Drive 615 2,644 3,259 1,201 1989 (s)
7900 Main Street Northeast 497 2,224 2,721 1,347 1973 (s)
7901 Beech Street Northeast 428 2,215 2,643 1,071 1975 (s)
9901 West 74th Street 639 5,290 5,929 1,421 1983/88 (s)
11201 Hampshire Avenue South 501 1,887 2,388 852 1986 (s)
12220-12222 Nicollet Avenue 114 462 576 184 1989/90 (s)
12250-12268 Nicollet Avenue 296 1,200 1,496 474 1989/90 (s)
12224-12226 Nicollet Avenue 207 878 1,085 350 1989/90 (s)
305 2nd Street Northwest 460 2,785 3,245 411 1991 (s)
980 Lone Oak Road 683 4,494 5,177 848 1992 (s)
990 Lone Oak Road 873 5,818 6,691 1,155 1989 (s)
1030 Lone Oak Road 456 2,767 3,223 411 1988 (s)
1060 Lone Oak Road 624 3,994 4,618 625 1988 (s)
5400 Nathan Lane 749 4,505 5,254 637 1990 (s)
6464 Sycamore Court 457 2,833 3,290 448 1990 (s)
10120 W 76th Street 315 1,976 2,291 252 1987 (s)
7615 Golden Triangle 268 1,888 2,156 458 1987 (s)
7625 Golden Triangle 415 2,642 3,057 388 1987 (s)
2605 Fernbrook Lane North 445 2,903 3,348 478 1987 (s)
12155 Nicollet Ave. 288 1,700 1,988 173 1995 (s)
73rd Avenue North 512 2,921 3,433 274 1995 (s)
1905 W Country Road C 409 2,336 2,745 219 1993 (s)
2720 Arthur Street 832 4,741 5,573 444 1995 (s)
10205 51st Avenue North 187 1,083 1,270 107 1990 (s)
4100 Peavey Road 415 2,876 3,291 268 1988 (s)
11300 Hamshire Ave South 541 3,393 3,934 485 1983 (s)
375 Rivertown Drive 1,503 8,415 9,918 528 1996 (s)
5205 Highway 169 739 3,017 3,756 320 1960 (s)
6451-6595 Citywest Parkway 538 3,658 4,196 419 1984 (s)
7100-7190 Shady Oak Rd (m) 1,149 6,787 7,936 543 1982 (s)
7500-7546 Washington Square 235 1,370 1,605 104 1975 (s)
7550-7588 Washington Square 157 902 1,059 69 1973 (s)
5240-5300 Valley Industrial Blvd S 371 2,254 2,625 182 1975 (s)
1565 First Avenue NW 496 3,041 3,537 210 1978 (s)
7125 Northland Terrace 767 4,357 5,124 295 1996 (s)
6900 Shady Oak Road 340 1,945 2,285 133 1980 (s)
6477-6525 City West Parkway 819 4,759 5,578 273 1984 (s)
1157 Valley Park Drive 888 4,411 5,299 101 1997 (s)
500-530 Kasota Avenue SE 429 2,544 2,973 123 1976 (s)
770-786 Kasota Avenue SE 344 1,978 2,322 98 1976 (s)
800 Kasota Avenue SE 592 3,483 4,075 165 1976 (s)
2530-2570 Kasota Avenue 462 2,888 3,350 146 1976 (s)
504 Malcolm Ave SE 936 242 1,178 19 1976 (s)
553 North Fairview 827 3,756 4,583 45 1999 (s)
1150 Gateway Drive - - - - 1999 (s)
NASHVILLE
- ---------
417 Harding Industrial Drive 763 5,811 6,574 1,283 1972 (s)
3099 Barry Drive 424 2,425 2,849 196 1995 (s)
3150 Barry Drive 987 5,624 6,611 456 1993 (s)
5599 Highway 31 West 571 3,254 3,825 264 1995 (s)
1650 Elm Hill Pike 331 1,934 2,265 116 1984 (s)
1821 Air Lane Drive 151 857 1,008 50 1984 (s)
</TABLE>
S-11
<PAGE> 104
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
1102 Appleton Drive Nashville, TN 154 873 1
1920 Air Lane Drive Nashville, TN 250 1,415 30
1931 Air Lane Drive Nashville, TN 491 2,785 117
470 Metroplex Drive (l) Nashville, TN 619 3,507 1,176
1150 Antiock Pike Nashville, TN 667 3,748 44
1630 Corporate Place La Vergne, TN 230 1,271 326
4640 Cummings Park Nashville, TN 360 2,040 51
NORTHERN NEW JERSEY
- -------------------
60 Ethel Road West Piscataway, NJ 252 1,426 139
70 Ethel Road West Piscataway, NJ 431 2,443 147
105 Neptune Boulevard Neptune, NJ 245 1,386 218
140 Hanover Avenue Hanover, NJ 457 2,588 368
601-629 Montrose Avenue South Plainfield, NJ 487 2,762 226
3 Marlen Hamilton, NJ 71 404 100
5 Marlen Hamilton, NJ 116 655 41
7 Marlen Hamilton, NJ 128 728 61
8 Marlen Hamilton, NJ 230 1,302 46
15 Marlen Hamilton, NJ 53 302 34
17 Marlen Hamilton, NJ 104 588 60
1 South Gold Drive Hamilton, NJ 106 599 44
5 South Gold Drive Hamilton, NJ 106 602 57
6 South Gold Drive Hamilton, NJ 58 332 33
7 South Gold Drive Hamilton, NJ 32 182 29
8 South Gold Drive Hamilton, NJ 103 584 43
9 South Gold Drive Hamilton, NJ 60 342 47
11 South Gold Drive Hamilton, NJ 183 1,039 67
12 South Gold Drive Hamilton, NJ 84 475 70
9 Princess Road Lawrenceville, NJ 221 1,254 90
11 Princess Road Lawrenceville, NJ 491 2,780 166
15 Princess Road Lawrenceville, NJ 234 1,328 273
17 Princess Road Lawrenceville, NJ 342 1,936 55
220 Hanover Avenue Hanover, NJ 1,361 7,715 509
244 Shefield Street Mountainside, NJ 201 1,141 137
30 Troy Road Hanover, NJ 128 727 60
15 Leslie Court Hanover, NJ 126 716 42
20 Leslie Court Hanover, NJ 84 474 32
25 Leslie Court Hanover, NJ 512 2,899 142
130 Algonquin Parkway Hanover, NJ 157 888 75
150 Algonquin Parkway Hanover, NJ 85 479 34
55 Locust Avenue Roseland, NJ 535 3,034 182
31 West Forest Street (l) Englewood, NJ 941 5,333 442
25 World's Fair Drive Franklin, NJ 285 1,616 83
14 World's Fair Drive Franklin, NJ 483 2,735 259
16 World's Fair Drive Franklin, NJ 174 988 77
18 World's Fair Drive Franklin, NJ 123 699 44
23 World's Fair Drive Franklin, NJ 134 758 71
12 World's Fair Drive Franklin, NJ 572 3,240 166
49 Napoleon Court Franklin, NJ 230 1,306 69
50 Napoleon Court Franklin, NJ 149 842 41
22 World's Fair Drive Franklin, NJ 364 2,064 195
26 World's Fair Drive Franklin, NJ 361 2,048 148
24 World's Fair Drive Franklin, NJ 347 1,968 150
12 Wright Way Oakland, NJ 410 2,321 110
NEW ORLEANS
- -----------
520-524 Elmwood Park Blvd (l) Jefferson, LA 926 5,248 251
125 Mallard St St. Rose, LA (g) 103 586 223
107 Mallard St. Rose, LA (g) 164 928 65
125 James Drive West St. Rose, LA (g) 246 1,392 138
161 James Drive West St. Rose, LA 298 1,687 260
150 James Drive East St. Rose, LA 399 2,258 141
115 James Drive West St. Rose, LA (g) 163 922 60
100 James Drive St. Rose, LA (g) 430 2,435 144
143 Mallard St St. Rose, LA (g) 143 812 107
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
1102 Appleton Drive 154 874 1,028 50 1984 (s)
1920 Air Lane Drive 251 1,444 1,695 103 1985 (s)
1931 Air Lane Drive 495 2,898 3,393 209 1984 (s)
470 Metroplex Drive (l) 624 4,678 5,302 226 1986 (s)
1150 Antiock Pike 668 3,791 4,459 218 1987 (s)
1630 Corporate Place 233 1,594 1,827 47 1999 (s)
4640 Cummings Park 365 2,086 2,451 13 1986 (s)
NORTHERN NEW JERSEY
- -------------------
60 Ethel Road West 264 1,553 1,817 107 1982 (s)
70 Ethel Road West 451 2,570 3,021 160 1979 (s)
105 Neptune Boulevard 255 1,594 1,849 139 1989 (s)
140 Hanover Avenue 469 2,944 3,413 270 1964/1988 (s)
601-629 Montrose Avenue 512 2,963 3,475 192 1974 (s)
3 Marlen 74 501 575 33 1981 (s)
5 Marlen 121 691 812 43 1981 (s)
7 Marlen 136 781 917 48 1982 (s)
8 Marlen 235 1,343 1,578 70 1982 (s)
15 Marlen 58 331 389 20 1982 (s)
17 Marlen 110 642 752 40 1981 (s)
1 South Gold Drive 112 637 749 40 1973 (s)
5 South Gold Drive 113 652 765 44 1974 (s)
6 South Gold Drive 63 360 423 22 1975 (s)
7 South Gold Drive 36 207 243 13 1976 (s)
8 South Gold Drive 109 621 730 39 1977 (s)
9 South Gold Drive 65 384 449 26 1980 (s)
11 South Gold Drive 192 1,097 1,289 68 1979 (s)
12 South Gold Drive 89 540 629 33 1980 (s)
9 Princess Road 231 1,334 1,565 86 1985 (s)
11 Princess Road 511 2,926 3,437 187 1985 (s)
15 Princess Road 245 1,590 1,835 176 1986 (s)
17 Princess Road 343 1,990 2,333 140 1986 (s)
220 Hanover Avenue 1,420 8,165 9,585 506 1987 (s)
244 Shefield Street 210 1,269 1,479 88 1965/1986 (s)
30 Troy Road 134 781 915 46 1972 (s)
15 Leslie Court 132 752 884 47 1971 (s)
20 Leslie Court 88 502 590 31 1974 (s)
25 Leslie Court 526 3,027 3,553 187 1975 (s)
130 Algonquin Parkway 163 957 1,120 56 1973 (s)
150 Algonquin Parkway 89 509 598 32 1973 (s)
55 Locust Avenue 560 3,191 3,751 199 1980 (s)
31 West Forest Street (l) 975 5,741 6,716 357 1978 (s)
25 World's Fair Drive 297 1,687 1,984 105 1986 (s)
14 World's Fair Drive 503 2,974 3,477 214 1980 (s)
16 World's Fair Drive 183 1,056 1,239 66 1981 (s)
18 World's Fair Drive 129 737 866 46 1982 (s)
23 World's Fair Drive 140 823 963 50 1982 (s)
12 World's Fair Drive 593 3,385 3,978 211 1981 (s)
49 Napoleon Court 238 1,367 1,605 70 1982 (s)
50 Napoleon Court 154 878 1,032 46 1982 (s)
22 World's Fair Drive 375 2,248 2,623 127 1983 (s)
26 World's Fair Drive 377 2,180 2,557 140 1984 (s)
24 World's Fair Drive 362 2,103 2,465 133 1984 (s)
12 Wright Way 424 2,417 2,841 151 1981 (s)
NEW ORLEANS
- -----------
520-524 Elmwood Park Blvd (l) 949 5,476 6,425 304 1986 (s)
125 Mallard St 108 804 912 100 1984 (s)
107 Mallard 171 986 1,157 51 1985 (s)
125 James Drive West 257 1,519 1,776 77 1990 (s)
161 James Drive West 304 1,941 2,245 133 1986 (s)
150 James Drive East 409 2,389 2,798 129 1986 (s)
115 James Drive West 171 974 1,145 50 1986 (s)
100 James Drive 450 2,559 3,009 135 1980 (s)
143 Mallard St 151 911 1,062 46 1982 (s)
</TABLE>
S-12
<PAGE> 105
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
160 James Drive East St. Rose, LA (g) 102 580 210
190 James Drive East St. Rose, LA (g) 205 1,160 114
120 Mallard St St. Rose, LA (g) 348 1,971 289
110 James Drive West St. Rose, LA (g) 143 812 160
150 Canvasback Dr St. Rose, LA 165 937 35
PHOENIX
- -------
7340 South Kyrene Rd Tempe, AZ 1,495 8,469 47
7350 S Kyrene Road Tempe, AZ 818 4,634 394
7360 South Kyrene Rd Tempe, AZ 508 2,876 47
7343 South Hardy Drive Tempe, AZ 1,119 6,341 83
7333 South Hardy Drive Tempe, AZ 1,549 8,779 56
1045 South Edward Drive Tempe, AZ 390 2,160 53
PORTLAND
- --------
5687 International Way (n) Milwaukee, OR (k) 430 2,385 124
5795 SW Jean Road (m) Lake Oswego, OR 427 2,362 113
12130 NE Ainsworth Circle (l) Portland, OR 523 2,898 141
5509 NW 122nd Ave (l) Milwaukee, OR (j) 244 1,351 60
6105-6113 NE 92nd Avenue (n) Portland, OR 884 4,891 219
8727 NE Marx Drive (m) Portland, OR 580 3,210 151
3910 SW 170th Ave Portland, OR 125 690 39
3388 SE 20th St. Portland, OR 73 405 42
5962-5964 NE 87th Ave Portland, OR 72 398 31
116 SE Yamhill Portland, OR 38 208 22
9106 NE Marx Drive Portland, OR 40 223 28
11620 NE Ainsworth Circle Portland, OR 152 839 34
11824 NE Ainsworth Circle Portland, OR 166 916 43
12124 NE Ainsworth Circle Portland, OR 207 1,148 53
2715 SE Raymond Portland, OR 159 880 53
1645 NE 72nd Ave Portland, OR 116 641 40
1630 SE 8th Ave. Portland, OR 140 775 29
9044 NE Marx Drive Portland, OR 83 459 36
2443 SE 4th Ave. Portland, OR 157 870 47
711 SE Stark St. Portland, OR 42 233 24
11632 NE Ainsworth Circle Portland, OR 799 4,422 172
NE 138th & Airport Way Portland, OR 931 5,155 126
14699 NE Airport Way Portland, OR 242 1,340 51
SALT LAKE
- ---------
2255 South 300 West (q) Salt Lake City, UT 618 3,504 105
512 Lawndale Drive (r) Salt Lake City, UT 2,779 15,749 1,233
1270 West 2320 South West Valley, UT 138 784 38
1275 West 2240 South West Valley, UT 395 2,241 74
1288 West 2240 South West Valley, UT 119 672 42
2235 South 1300 West West Valley, UT 198 1,120 59
1293 West 2200 South West Valley, UT 158 896 91
1279 West 2200 South West Valley, UT 198 1,120 36
1272 West 2240 South West Valley, UT 336 1,905 71
1149 West 2240 South West Valley, UT 217 1,232 44
1142 West 2320 South West Valley, UT 217 1,232 45
SOUTHERN NEW JERSEY
- -------------------
2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 50
2 Springdale Road Cherry Hill, NJ 127 701 18
4 Springdale Road (l) Cherry Hill, NJ 335 1,853 373
6 Springdale Road Cherry Hill, NJ 99 547 18
8 Springdale Road Cherry Hill, NJ 259 1,436 42
12 Springdale Road Cherry Hill, NJ 279 1,545 81
1 Esterbrook Lane Cherry Hill, NJ 43 238 8
16 Springdale Road Cherry Hill, NJ 241 1,336 57
5 Esterbrook Lane Cherry Hill, NJ 241 1,336 36
2 Pin Oak Lane Cherry Hill, NJ 317 1,757 60
6 Esterbrook Lane Cherry Hill, NJ 165 914 27
3 Computer Drive Cherry Hill, NJ 500 2,768 134
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
160 James Drive East 108 784 892 80 1981 (s)
190 James Drive East 214 1,265 1,479 68 1987 (s)
120 Mallard St 365 2,243 2,608 128 1981 (s)
110 James Drive West 150 965 1,115 64 1983 (s)
150 Canvasback Dr 170 967 1,137 50 1986 (s)
PHOENIX
- -------
7340 South Kyrene Rd 1,499 8,512 10,011 443 1996 (s)
7350 S Kyrene Road 821 5,025 5,846 265 1996 (s)
7360 South Kyrene Rd 512 2,919 3,431 151 1996 (s)
7343 South Hardy Drive 1,129 6,414 7,543 346 1997 (s)
7333 South Hardy Drive 1,555 8,829 10,384 460 1997 (s)
1045 South Edward Drive 395 2,208 2,603 23 1976
PORTLAND
- --------
5687 International Way (n) 440 2,499 2,939 94 1974 (s)
5795 SW Jean Road (m) 435 2,467 2,902 88 1985 (s)
12130 NE Ainsworth Circle (l) 533 3,029 3,562 106 1986 (s)
5509 NW 122nd Ave (l) 249 1,406 1,655 50 1995 (s)
6105-6113 NE 92nd Avenue (n) 898 5,096 5,994 179 1978 (s)
8727 NE Marx Drive (m) 590 3,351 3,941 118 1987 (s)
3910 SW 170th Ave 128 726 854 25 1987 (s)
3388 SE 20th St. 76 444 520 15 1981 (s)
5962-5964 NE 87th Ave 75 426 501 15 1979 (s)
116 SE Yamhill 40 228 268 8 1974 (s)
9106 NE Marx Drive 43 248 291 8 1969 (s)
11620 NE Ainsworth Circle 156 869 1,025 30 1992 (s)
11824 NE Ainsworth Circle 170 955 1,125 33 1992 (s)
12124 NE Ainsworth Circle 212 1,196 1,408 42 1984 (s)
2715 SE Raymond 163 929 1,092 32 1971 (s)
1645 NE 72nd Ave 120 677 797 24 1972 (s)
1630 SE 8th Ave. 144 800 944 28 1968 (s)
9044 NE Marx Drive 86 492 578 17 1986 (s)
2443 SE 4th Ave. 161 913 1,074 32 1964 (s)
711 SE Stark St. 45 254 299 9 1972 (s)
11632 NE Ainsworth Circle 812 4,581 5,393 162 1990 (s)
NE 138th & Airport Way 946 5,266 6,212 186 1990 (s)
14699 NE Airport Way 248 1,385 1,633 49 1998 (s)
SALT LAKE
- ---------
2255 South 300 West (q) 612 3,615 4,227 191 1980 (s)
512 Lawndale Drive (r) 2,774 16,987 19,761 901 1981 (s)
1270 West 2320 South 142 818 960 44 1986 (s)
1275 West 2240 South 405 2,305 2,710 115 1986 (s)
1288 West 2240 South 122 711 833 35 1986 (s)
2235 South 1300 West 202 1,175 1,377 58 1986 (s)
1293 West 2200 South 162 983 1,145 46 1986 (s)
1279 West 2200 South 202 1,152 1,354 57 1986 (s)
1272 West 2240 South 344 1,968 2,312 105 1986 (s)
1149 West 2240 South 223 1,270 1,493 63 1986 (s)
1142 West 2320 South 223 1,271 1,494 63 1987 (s)
SOUTHERN NEW JERSEY
- -------------------
2-5 North Olnev Ave. 285 1,573 1,858 68 1963 (s)
2 Springdale Road 127 719 846 31 1968 (s)
4 Springdale Road (l) 336 2,225 2,561 86 1963 (s)
6 Springdale Road 99 565 664 25 1964 (s)
8 Springdale Road 260 1,477 1,737 64 1966 (s)
12 Springdale Road 280 1,625 1,905 89 1965 (s)
1 Esterbrook Lane 43 246 289 11 1965 (s)
16 Springdale Road 242 1,392 1,634 60 1967 (s)
5 Esterbrook Lane 242 1,371 1,613 60 1966 (s)
2 Pin Oak Lane 319 1,815 2,134 79 1968 (s)
6 Esterbrook Lane 166 940 1,106 41 1966 (s)
3 Computer Drive 502 2,900 3,402 126 1966 (s)
</TABLE>
S-13
<PAGE> 106
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
19 Perina Blvd. Cherry Hill, NJ 161 889 25
28 Springdale Road Cherry Hill, NJ 192 1,060 31
3 Esterbrook Lane Cherry Hill, NJ 199 1,102 228
4 Esterbrook Lane Cherry Hill, NJ 234 1,294 33
26 Springdale Road Cherry Hill, NJ 227 1,257 27
1 Keystone Ave. Cherry Hill, NJ 227 1,223 41
1919 Springdale Road Cherry Hill, NJ 232 1,286 39
21 Olnev Ave. Cherry Hill, NJ 69 380 18
19 Olnev Ave. Cherry Hill, NJ 202 1,119 42
2 Keystone Ave. Cherry Hill, NJ 216 1,194 47
18 Olnev Ave. Cherry Hill, NJ 250 1,382 49
22 Springdale Road Cherry Hill, NJ 526 2,914 199
1998 Springdale Road Cherry Hill, NJ 17 96 39
55 Carnegie Drive Cherry Hill, NJ 550 3,047 76
57 Carnegie Drive Cherry Hill, NJ 739 4,109 113
ST. LOUIS
- ---------
2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,254
1200 Andes Boulevard Olivette, MO 246 1,412 120
1248 Andes Boulevard Olivette, MO 156 907 51
1208-1226 Ambassador Boulevard Olivette, MO 235 1,351 104
1503-1525 Fairview Industrial Olivette, MO 112 658 143
2462-2470 Schuetz Road St. Louis, MO 174 1,004 -
10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 214
10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 19
11652-11666 Fairgrove Industrial Blvd St. Louis, MO 103 599 141
11674-11688 Fairgrove Industrial Blvd St. Louis, MO 118 689 27
2337 Centerline Drive Maryland Heights, MO 216 1,242 113
6951 N Hanley (l) Hazelwood, MO 405 2,295 1,607
4560 Anglum Road Hazelwood, MO 150 849 205
2760 South 1st Street St. Louis, MO 800 - 4,562
TAMPA
- -----
6614 Adamo Drive Tampa, FL 177 1,005 51
202 Kelsey Tampa, FL 602 3,409 148
6202 Benjamin Road Tampa, FL 203 1,151 142
6204 Benjamin Road Tampa, FL 432 2,445 228
6206 Benjamin Road Tampa, FL 397 2,251 169
6302 Benjamin Road Tampa, FL 214 1,212 108
6304 Benjamin Road Tampa, FL 201 1,138 139
6306 Benjamin Road Tampa, FL 257 1,457 210
6308 Benjamin Road Tampa, FL 345 1,958 154
5313 Johns Road Tampa, FL 204 1,159 66
5602 Thompson Center Court Tampa, FL 115 652 41
5411 Johns Road Tampa, FL 230 1,304 91
5525 Johns Road Tampa, FL 192 1,086 63
5607 Johns Road Tampa, FL 102 579 56
5709 Johns Road Tampa, FL 192 1,086 63
5711 Johns Road Tampa, FL 243 1,376 154
4410 E Adamo Drive Tampa, FL 523 2,962 220
4420 E Adamo Drive Tampa, FL 127 718 83
4430 E Adamo Drive Tampa, FL 333 1,885 324
4440 E Adamo Drive Tampa, FL 348 1,975 133
4450 E Adamo Drive Tampa, FL 253 1,436 116
5453 W Waters Avenue Tampa, FL 71 402 78
5455 W Waters Avenue Tampa, FL 307 1,742 170
5553 W Waters Avenue Tampa, FL 307 1,742 148
5501 W Waters Avenue Tampa, FL 154 871 77
5503 W Waters Avenue Tampa, FL 71 402 32
5555 W Waters Avenue Tampa, FL 213 1,206 74
5557 W Waters Avenue Tampa, FL 59 335 26
5903 Johns Road Tampa, FL 88 497 44
4107 N Himes Avenue Tampa, FL 568 3,220 180
5461 W. Waters Ave Tampa, FL 261 - 1,150
10040 18th Street North Tampa, FL 653 - 10
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
19 Perina Blvd. 161 914 1,075 40 1966 (s)
28 Springdale Road 192 1,091 1,283 47 1967 (s)
3 Esterbrook Lane 200 1,329 1,529 58 1968 (s)
4 Esterbrook Lane 235 1,326 1,561 58 1969 (s)
26 Springdale Road 228 1,283 1,511 56 1968 (s)
1 Keystone Ave. 222 1,269 1,491 55 1969 (s)
1919 Springdale Road 233 1,324 1,557 58 1970 (s)
21 Olnev Ave. 69 398 467 17 1969 (s)
19 Olnev Ave. 203 1,160 1,363 50 1971 (s)
2 Keystone Ave. 217 1,240 1,457 56 1966 (s)
18 Olnev Ave. 251 1,430 1,681 62 1974 (s)
22 Springdale Road 528 3,111 3,639 176 1977 (s)
1998 Springdale Road 18 134 152 21 1971 (s)
55 Carnegie Drive 552 3,121 3,673 136 1988 (s)
57 Carnegie Drive 742 4,219 4,961 184 1987 (s)
ST. LOUIS
- ---------
2121 Chapin Industrial Drive 614 5,630 6,244 4,902 1969/87 (s)
1200 Andes Boulevard 319 1,459 1,778 195 1967 (s)
1248 Andes Boulevard 157 957 1,114 182 1967 (s)
1208-1226 Ambassador Boulevard 235 1,455 1,690 205 1966 (s)
1503-1525 Fairview Industrial 112 801 913 146 1967 (s)
2462-2470 Schuetz Road 174 1,004 1,178 138 1965 (s)
10431-10449 Midwest Industrial Blvd 237 1,574 1,811 240 1967 (s)
10751 Midwest Industrial Boulevard 193 1,138 1,331 157 1965 (s)
11652-11666 Fairgrove Industrial Blvd 103 740 843 111 1966 (s)
11674-11688 Fairgrove Industrial Blvd 118 716 834 116 1967 (s)
2337 Centerline Drive 216 1,355 1,571 192 1967 (s)
6951 N Hanley (l) 419 3,888 4,307 401 1965 (s)
4560 Anglum Road 161 1,043 1,204 92 1970 (s)
2760 South 1st Street 822 4,540 5,362 143 1997 (s)
TAMPA
- -----
6614 Adamo Drive 180 1,053 1,233 55 1967 (s)
202 Kelsey 619 3,540 4,159 183 1989 (s)
6202 Benjamin Road 211 1,285 1,496 64 1981 (s)
6204 Benjamin Road 454 2,651 3,105 145 1982 (s)
6206 Benjamin Road 416 2,401 2,817 124 1983 (s)
6302 Benjamin Road 224 1,310 1,534 76 1983 (s)
6304 Benjamin Road 209 1,269 1,478 83 1984 (s)
6306 Benjamin Road 269 1,655 1,924 89 1984 (s)
6308 Benjamin Road 362 2,095 2,457 108 1984 (s)
5313 Johns Road 213 1,216 1,429 63 1991 (s)
5602 Thompson Center Court 120 688 808 36 1972 (s)
5411 Johns Road 241 1,384 1,625 71 1997 (s)
5525 Johns Road 200 1,141 1,341 59 1993 (s)
5607 Johns Road 110 627 737 33 1991 (s)
5709 Johns Road 200 1,141 1,341 59 1990 (s)
5711 Johns Road 255 1,518 1,773 95 1990 (s)
4410 E Adamo Drive 550 3,155 3,705 165 1990 (s)
4420 E Adamo Drive 134 794 928 42 1990 (s)
4430 E Adamo Drive 345 2,197 2,542 115 1987 (s)
4440 E Adamo Drive 362 2,094 2,456 108 1988 (s)
4450 E Adamo Drive 266 1,539 1,805 90 1969 (s)
5453 W Waters Avenue 82 469 551 24 1987 (s)
5455 W Waters Avenue 326 1,893 2,219 103 1987 (s)
5553 W Waters Avenue 326 1,871 2,197 99 1987 (s)
5501 W Waters Avenue 162 940 1,102 49 1990 (s)
5503 W Waters Avenue 75 430 505 23 1990 (s)
5555 W Waters Avenue 221 1,272 1,493 66 1990 (s)
5557 W Waters Avenue 62 358 420 19 1990 (s)
5903 Johns Road 93 536 629 28 1987 (s)
4107 N Himes Avenue 590 3,378 3,968 176 1990 (s)
5461 W. Waters Ave 265 1,146 1,411 28 1998 (s)
10040 18th Street North 660 3 663 - 1999 (s)
</TABLE>
S-14
<PAGE> 107
<TABLE>
<CAPTION>
COSTS
(b) CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) --------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
---------------- ------------ ------------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C>
5471 W. Waters Tampa, FL 572 798 14
5505 Johns Road #7 Tampa, FL 228 - 1,327
5481 W. Waters Avenue Tampa, FL 558 - 1,589
5483 W. Waters Avenue Tampa, FL 457 - 1,931
6702-6712 Benjamin Road (p) Tampa, FL 639 3,536 115
OTHER
- -----
2800 Airport Road (o) Denton, TX 369 1,935 1,572
3501 Maple Street Abilene, TX 67 1,057 941
4200 West Harry Street (m) Wichita, KS 193 2,224 1,751
Industrial Park No. 2 West Lebanon, NH 723 5,208 175
931 Discovery Road Green Bay, WI 121 685 130
2675 Valley View Drive Shreveport, LA 144 - 5,199
300 10th Street NW Clarion, IA 35 - 2,727
6601 S. 33rd Street McAllen, TX 231 1,276 33
Developments / Redevelopments / Vacant Land 17,406 19,238 6,544
--------- ------------ ---------------
$ 299,073 $ 1,515,679 $ 272,614
========= ============ ===============
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/99
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/99 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
5471 W. Waters
5505 Johns Road #7 574 810 1,384 6 1999 (s)
5481 W. Waters Avenue 228 1,327 1,555 3 1999 (s)
5483 W. Waters Avenue 560 1,587 2,147 2 1999 (s)
6702-6712 Benjamin Road (p) 459 1,929 2,388 3 1999 (s)
651 3,639 4,290 - 1982 (s)
OTHER
- -----
2800 Airport Road (o)
3501 Maple Street 490 3,386 3,876 1,310 1965 (s)
4200 West Harry Street (m) 260 1,805 2,065 691 1980 (s)
Industrial Park No. 2 528 3,640 4,168 1,398 1972 (s)
931 Discovery Road 776 5,330 6,106 2,046 1968 (s)
2675 Valley View Drive 138 798 936 51 1997 (s)
300 10th Street NW 259 5,084 5,343 157 1997 (s)
6601 S. 33rd Street 165 2,597 2,762 81 1997 (s)
233 1,307 1,540 16 1975 (s)
Developments / Redevelopments /
Vacant Land
15,855 27,333 43,188 1,376 (t)
------------ ------------- ------------- ----------
$ 311,149 $ 1,776,217 $ 2,087,366 (u) $ 179,293
============ ============= ============= ==========
</TABLE>
NOTES:
(a) See description of encumbrances in Note 4 to Notes to Consolidated
Financial statements.
(b) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(c) These properties collateralize the CIGNA Loan.
(d) These properties collateralize the Assumed Loans.
(e) This property collateralizes the LB Mortgage Loan II.
(f) This property collateralizes the Acquisition Mortgage Loan I.
(g) These properties collateralize the Acquisition Mortgage Loan II.
(h) These properties collateralize the Acquisition Mortgage Loan III.
(i) These properties collateralize the Acquisition Mortgage Loan IV.
(j) These properties collateralize the Acquisition Mortgage Loan VI.
(k) These properties collateralize the Acquisition Mortgage Loan VII.
(l) Comprised of two properties.
(m) Comprised of three properties.
(n) Comprised of four properties.
(o) Comprised of five properties.
(p) Comprised of six properties.
(q) Comprised of seven properties.
(r) Comprised of 29 properties.
(s) Depreciation is computed based upon the following estimated lives:
Buildings, Improvements 31.5 to 40 years
Tenant Improvements, Leasehold Improvements Life of lease
Furniture, Fixtures and equipment 5 to 10 years
(t) These properties represent vacant land, developments and redevelopments
that have not been placed in service.
(u) Excludes $42,715 of Construction in Progress and $1,353 of Furniture,
Fixtures and Equipment.
At December 31, 1999, the aggregate cost of land and buildings and equipment
for federal income tax purpose was approximately $1.9 billion.
S-15
<PAGE> 108
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
The changes in total real estate assets for the three years ended December 31, 1999 are as follows:
1999 1998 1997
-------------- --------------- ---------------
<S> <C> <C> <C>
Balance, Beginning of Year................................................. $ 2,133,465 $ 1,201,060 $ 353,781
Transfer of Assets Between the Operating Partnership and the
Other Real Estate Partnerships........................................... (11,690) 457,528 ---
Acquisition, Construction Costs and Improvements........................... 160,588 548,796 862,103
Disposition of Assets...................................................... (150,929) (73,919) (14,824)
-------------- --------------- ---------------
Balance, End of Year....................................................... $ 2,131,434 $ 2,133,465 $ 1,201,060
============== =============== ===============
<CAPTION>
The changes in accumulated depreciation for the three years ended December 31, 1999 are as follows:
1999 1998 1997
-------------- --------------- ---------------
<S> <C> <C> <C>
Balance, Beginning of Year................................................. $ 145,435 $ 22,319 $ 8,133
Transfer of Assets Between the Operating Partnership and the
Other Real Estate Partnerships........................................... (1,303) 75,338 ---
Depreciation for Year...................................................... 52,494 48,889 14,660
Disposition of Assets...................................................... (17,333) (1,111) (474)
-------------- --------------- ---------------
Balance, End of Year....................................................... $ 179,293 $ 145,435 $ 22,319
============== =============== ===============
</TABLE>
S-16
<PAGE> 1
EXHIBIT 12.1
FIRST INDUSTRIAL, L.P.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED UNIT DISTRIBUTIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
------------ ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Income from Operations Before Disposition
of Interest Rate Protection Agreements
and Restructuring Charge................... $ 126,073 $ 98,400 $ 53,519 $ 53,519 $ 53,519
Plus: Interest Expense and Amortization
of Interest Rate Protection Agreements
and Deferred Financing Costs............... 78,094 69,713 25,468 25,468 25,468
------------ ---------- ----------- ---------- -----------
Earnings Before Disposition of Interest
Rate Protection Agreements, Restructuring
Charge and Fixed Charges................... $ 204,167 $ 168,113 $ 78,987 $ 78,987 $ 78,987
============ ========== =========== ========== ===========
Fixed Charges and Preferred Unit
Distributions (a).......................... $ 112,586 $ 100,047 $ 34,555 $ 34,555 $ 34,555
============ ========== =========== ========== ===========
Ratio of Earnings to Fixed Charges and
Preferred Unit Distributions (b)........... 1.81x 1.68x 2.29x 2.29x 2.29x
============ ========== =========== ========== ===========
</TABLE>
(a) There were no preferred limited partnership distributions in respect of
any period prior to the fiscal quarter ended June 30, 1997
(b) For purposes of computing the ratios of earnings to fixed charges and
preferred unit distributions, earnings have been calculated by adding
fixed charges (excluding capitalized interest) to income from
operations before disposition of interest rate protection agreements
and restructuring charge. Fixed charges consist of interest costs,
whether expensed or capitalized and amortization of interest rate
protection agreements and deferred financing charges.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (File No. 333-43641) of First Industrial, L.P. of our
report dated February 14, 2000 relating to the consolidated financial
statements, which appears in this Annual Report on Form 10-K, and of our report
dated February 14, 2000 relating to the combined financial statements of the
Other Real Estate Partnerships, which appears in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our report dated
February 14, 2000 relating to the financial statement schedule of First
Industrial, L.P., which appears in this Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 28, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL, L.P. FOR THE YEAR ENDED DECEMBER 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 22
<SECURITIES> 0
<RECEIVABLES> 10,643
<ALLOWANCES> (1,657)
<INVENTORY> 0
<CURRENT-ASSETS> 9,008
<PP&E> 2,131,434
<DEPRECIATION> (179,293)
<TOTAL-ASSETS> 2,443,987
<CURRENT-LIABILITIES> 103,561
<BONDS> 1,105,747
0
0
<COMMON> 0
<OTHER-SE> 1,215,350
<TOTAL-LIABILITY-AND-EQUITY> 2,443,987
<SALES> 0
<TOTAL-REVENUES> 314,365
<CGS> 0
<TOTAL-COSTS> (85,318)
<OTHER-EXPENSES> (72,183)
<LOSS-PROVISION> (8)
<INTEREST-EXPENSE> (76,799)
<INCOME-PRETAX> 137,977
<INCOME-TAX> 0
<INCOME-CONTINUING> 137,977
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 137,977
<EPS-BASIC> 2.41
<EPS-DILUTED> 2.40
</TABLE>
