<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1996
TRINET CORPORATE REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
Maryland
(State of Incorporation)
1-11918 94-3175659
(Commission File Number) (IRS Employer Id. Number)
Four Embarcadero Center, Suite 3150
San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
(415) 391-4300
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events
Included in this Current Report on Form 8-K are the audited financial statements
of TriNet Corporate Realty Trust, Inc. for the year ended December 31, 1996.
Item 7. Financial Statements and Exhibits
Audited Financial Statements
The audited consolidated financial statements and financial
statement schedule of TriNet Corporate Realty Trust, Inc. as
of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996 are included on pages
F-1 to F-24.
Exhibits
23.1 Consent of Independent Accountants
27 Financial Data Schedule
<PAGE> 3
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants F-2
Consolidated Balance Sheets as of December 31, 1996
and 1995 F-3
Consolidated Statements of Operations for the Years
Ended December 31, 1996, 1995, and 1994 F-4
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 1996, 1995 and 1994 F-5
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994 F-6
Notes to Consolidated Financial Statements F-7
Schedule III - Real Estate and Accumulated Depreciation F-19
Notes to Schedule III F-24
F-1
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
TriNet Corporate Realty Trust, Inc.:
We have audited the consolidated balance sheets and the financial
statement schedule of TriNet Corporate Realty Trust, Inc. and its
subsidiaries (the "Company") as of December 31, 1996 and 1995 and the
related consolidated statements of operations, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements and the financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of the Company as of December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles. In addition, 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.
COOPERS & LYBRAND L.L.P.
San Francisco, California
January 24, 1997
F-2
<PAGE> 5
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
-----------------
<TABLE>
<CAPTION>
December 31,
---------------------------
1996 1995
--------- ---------
ASSETS
<S> <C> <C>
Real estate:
Land $ 120,084 $ 95,748
Depreciable property 577,433 442,969
--------- ---------
697,517 538,717
Less accumulated depreciation (36,360) (30,260)
--------- ---------
661,157 508,457
Investment in joint venture 6,812 --
--------- ---------
Total real estate 667,969 508,457
Cash and cash equivalents 4,984 9,376
Restricted cash and investments 4,759 12,242
Deferred rent receivable 14,268 11,456
Interest rate protection agreements and loan costs, net 13,870 16,312
Other assets, net 2,388 1,884
--------- ---------
$ 708,238 $ 559,727
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Debt $ 306,931 $ 244,750
Dividends payable 8,799 8,582
Other liabilities 26,460 17,055
--------- ---------
Total liabilities 342,190 270,387
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized:
Series A: 2,000,000 shares issued and outstanding
at December 31, 1996
(aggregate liquidation preference $50,000) 20 --
Series B: 1,300,000 shares issued and outstanding
at December 31, 1996
(aggregate liquidation preference $32,500) 13 --
Common stock, $.01 par value, 40,000,000 shares authorized:
13,966,667 and 13,841,667 shares issued and outstanding
at December 31, 1996 and 1995, respectively 139 138
Paid-in-capital 394,852 312,904
Accumulated deficit (28,976) (23,702)
--------- ---------
Total stockholders' equity 366,048 289,340
--------- ---------
$ 708,238 $ 559,727
========= =========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-3
<PAGE> 6
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
-----------------
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rent $ 75,252 $ 56,199 $ 35,020
Joint venture income 455 -- --
Other 1,117 693 452
------------ ------------ ------------
Total revenues 76,824 56,892 35,472
Expenses:
Property operating costs 2,867 1,275 804
General and administrative 5,196 3,892 2,558
Interest 20,768 17,329 6,726
Depreciation 13,479 10,546 6,531
Amortization 2,879 3,616 2,941
Provision for portfolio repositioning 6,800 -- --
------------ ------------ ------------
Income before gain on sale
of real estate and extraordinary items 24,835 20,234 15,912
Gain on sale of real estate 6,807 -- --
------------ ------------ ------------
Income before extraordinary items 31,642 20,234 15,912
Extraordinary gain from
casualty loss 3,178 -- --
Extraordinary charge from early
extinguishment of debt (2,191) (9,561) --
------------ ------------ ------------
Net income 32,629 10,673 15,912
Preferred dividend requirement (3,646) -- --
------------ ------------ ------------
Earnings available to common shares $ 28,983 $ 10,673 $ 15,912
============ ============ ============
Per common share:
Income available before extraordinary items,
net of preferred dividend requirement $ 2.02 $ 1.80 $ 1.84
Extraordinary gain 0.23 -- --
Extraordinary charge (0.16) (0.85) --
------------ ------------ ------------
Earnings available $ 2.09 $ 0.95 $ 1.84
============ ============ ============
Weighted average number of common shares outstanding 13,864,116 11,219,201 8,646,948
============ ============ ============
Dividends declared per common share $ 2.49 $ 2.45 $ 2.38
============ ============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-4
<PAGE> 7
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended December 31, 1996, 1995 and 1994
(in thousands)
-----------------
<TABLE>
<CAPTION>
Preferred Stock Common Stock Total
---------------------- ---------------------- Paid-In Accumulated Stockholders'
Issued Amount Issued Amount Capital Deficit Equity
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993 -- $ -- 6,240 $ 62 $ 110,497 $ (1,611) $ 108,948
Issuance of common stock,
net of issuance costs -- -- 2,990 30 81,768 -- 81,798
Exercise of common
stock options -- -- 12 -- 283 -- 283
Net income -- -- -- -- -- 15,912 15,912
Common stock
dividends declared -- -- -- -- -- (20,254) (20,254)
--------- --------- --------- --------- --------- --------- ---------
Balance, December 31, 1994 -- -- 9,242 92 192,548 (5,953) 186,687
Issuance of common stock,
net of issuance costs -- -- 4,600 46 120,356 -- 120,402
Net income -- -- -- -- -- 10,673 10,673
Common stock
dividends declared -- -- -- -- -- (28,422) (28,422)
--------- --------- --------- --------- --------- --------- ---------
Balance, December 31, 1995 -- -- 13,842 138 312,904 (23,702) 289,340
Issuance of preferred stock,
net of issuance costs 3,300 33 -- -- 78,733 -- 78,766
Exercise of common
stock options -- -- 125 1 3,215 -- 3,216
Net income -- -- -- -- -- 32,629 32,629
Common stock
dividends declared -- -- -- -- -- (34,577) (34,577)
Preferred stock
dividends declared -- -- -- -- -- (3,326) (3,326)
--------- --------- --------- --------- --------- --------- ---------
Balance, December 31, 1996 3,300 $ 33 13,967 $ 139 $ 394,852 $ (28,976) $ 366,048
========= ========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-5
<PAGE> 8
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
-----------------
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 32,629 $ 10,673 $ 15,912
Noncash income and expenses included in net income:
Extraordinary charge from early extinguishment of debt 1,785 5,845 --
Extraordinary gain from casualty loss (3,178) -- --
Depreciation and amortization 16,358 14,162 9,472
Straight line rent adjustments (4,824) (4,226) (2,917)
Gain on sale of real estate (6,807) -- --
Provision for portfolio repositioning 6,800 -- --
Joint venture income (455) -- --
Cash provided by (used for) operating assets and liabilities:
Other assets (402) (220) (693)
Other liabilities 4,777 12,554 2,757
--------- --------- ---------
Net cash provided by operating activities 46,683 38,788 24,531
--------- --------- ---------
Cash flows from investing activities:
Real estate acquisitions (228,962) (160,389) (155,873)
Proceeds from disposal of real estate 66,751 -- --
Cash distributions from unconsolidated joint venture 193 -- --
Other capital expenditures (682) (1,085) (479)
--------- --------- ---------
Net cash used in investing activities (162,700) (161,474) (156,352)
--------- --------- ---------
Cash flows from financing activities:
Acquisition Facility borrowings 288,511 156,800 --
Acquisition Facility payments (263,311) (79,800) --
Mortgage note proceeds -- 114,912 232,515
Mortgage note principal payments (112,737) (151,577) (143,012)
Proceeds from issuance of common stock 3,216 120,402 82,081
Proceeds from senior unsecured debt offering 149,691 -- --
Proceeds from issuance of preferred stock 78,766 -- --
Preferred stock dividends paid (3,326) -- --
Common stock dividends paid (34,360) (25,478) (18,111)
Decrease (increase) in restricted cash and investments 7,483 (8,095) (647)
Increase in interest rate protection agreements,
loan costs, and other assets (2,308) (4,413) (14,763)
--------- --------- ---------
Net cash provided by financing activities 111,625 122,751 138,063
--------- --------- ---------
(Decrease) increase in cash and cash equivalents (4,392) 65 6,242
Cash and cash equivalents, at beginning of period 9,376 9,311 3,069
--------- --------- ---------
Cash and cash equivalents, at end of period $ 4,984 $ 9,376 $ 9,311
========= ========= =========
Supplemental information:
Cash paid during the year for interest $ 19,932 $ 17,276 $ 5,891
========= ========= =========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-6
<PAGE> 9
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
1. COMPANY BACKGROUND:
Public Stock Offerings and Corporate Reorganization:
TriNet Corporate Realty Trust, Inc. (the "Company" or
"TriNet") was incorporated in the state of Maryland on March 4, 1993,
and commenced operations effective with the completion of the Company's
initial public offering of its common stock (the "Initial Offering") on
June 3, 1993. In connection with the Initial Offering, the Company
engaged in various transactions, including the transfer of 42
properties from the predecessor partnerships (the "Predecessor
Partnerships Properties") and the transfer of the purchase/leaseback
and net lease real estate business operations of The Shidler Group (the
"Reorganization").
During 1995 and 1994, in three separate follow-on public
offerings (the "Follow-on Offerings"), the Company issued 7,590,000
aggregate shares of common stock at prices ranging from $27.50 to
$29.25 generating proceeds (net of underwriters' discount and other
offering costs) of $202.2 million. The proceeds from the Follow-on
Offerings were used for debt repayments, real estate acquisitions and
general working capital.
On June 19, 1996, the Company completed a public offering of
2,000,000 shares of 9.375% Series A Preferred Stock (the "Series A
Preferred Stock") which generated proceeds of $47.7 million (net of
underwriters' discount and other offering expenses). Dividends on the
Series A Preferred Stock are payable quarterly in arrears at the rate
of 9.375% per annum of the $25 per share liquidation preference
(equivalent to a fixed annual rate of $2.34375 per share) in March,
June, September, and December. The Series A Preferred Stock is not
redeemable prior to June 15, 2001. The Series A Preferred Stock has no
stated maturity and is not subject to any sinking fund or mandatory
redemption.
On August 13, 1996, the Company completed a public offering of
1,300,000 shares of 9.20% Series B Preferred Stock (the "Series B
Preferred Stock") which generated proceeds of $31.1 million (net of
underwriters' discount and other offering expenses). Dividends on the
Series B Preferred Stock are payable quarterly in arrears at the rate
of 9.20% per annum of the $25 per share liquidation preference
(equivalent to a fixed annual rate of $2.30 per share) in March, June,
September, and December. The Series B Preferred Stock is not redeemable
prior to August 15, 2001. The Series B Preferred Stock has no stated
maturity and is not subject to any sinking fund or mandatory
redemption.
Business:
TriNet Corporate Realty Trust, Inc. is a real estate
investment trust ("REIT") which acquires, owns and manages
predominantly office and industrial properties leased to major
corporations nationwide, including corporate headquarters and
strategically important distribution facilities. As of December 31,
1996, TriNet's portfolio consisted of 79 properties, including four
properties held in the TriNet Sunnyvale Partnership, located in 23
states. All of the properties are 100% leased by a diverse group of
U.S. corporations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation and Basis of Presentation:
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary corporations
and partnerships. All significant intercompany balances and
transactions have been eliminated in consolidation.
F-7
<PAGE> 10
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
Revenue Recognition:
Rental income is recognized on a straight-line method of
accounting and, accordingly, contractual rent payment increases are
recognized evenly over the lease term. The difference between
recognized rental income and actual rental cash receipts is recorded as
deferred rent receivable on the balance sheet.
Real Estate:
Real estate is recorded at cost, except for the 42 Predecessor
Partnerships Properties, which have been accounted for as a
reorganization of entities under common control; therefore, the
Predecessor Partnerships Properties have been reported at the
historical cost of the previous owners. Depreciation is computed using
the straight-line method of cost recovery over estimated useful lives
ranging from 31.5 to 40 years for buildings and improvements and 7 to
12 years for furniture and equipment.
Investment in Real Estate Joint Ventures:
Investments in real estate joint ventures are accounted for on
the equity method.
Financial Instruments:
The Company enters into interest rate protection agreements
(the "Protection Agreements"), with parties whose credit ratings are
generally "AAA", to limit the Company's exposure should interest rates
rise above specified levels. The Protection Agreements are held for
purposes other than trading. Related costs are amortized over the
lives of the underlying debt agreements and such amortization is
included in amortization expense. The remaining unamortized cost of
the Protection Agreements is included as "Interest rate protection
agreements and loan costs" on the balance sheet.
Cash and Cash Equivalents:
Cash and cash equivalents include all cash and liquid
investments with an initial maturity of three months or less.
Income Taxes:
The Company has elected to be taxed as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"). As a result,
the Company generally will not be subject to federal income taxation at
the corporate level to the extent it distributes annually at least 95%
of its REIT taxable income, as defined in the Code, to its stockholders
and satisfies certain other requirements. Accordingly, no provision has
been made for federal income taxes in the accompanying consolidated
financial statements.
In connection with the Initial Offering, the tax basis of the
Predecessor Partnership Properties transferred to the Company has been
recorded based upon the value of the consideration paid by the Company.
Accordingly, the tax basis of the real estate assets exceeds the book
basis by approximately $10.0 million.
Real Estate Market Concentration Risk
The Company owns and acquires properties nationally and
believes that operating a national portfolio of real estate reduces the
risk of exposure to economic downturns in any one market. Within the
current national operating strategy, TriNet believes its acquisition
efforts are focused on markets with growing employment, increasing
real estate occupancy rates and rising rents.
F-8
<PAGE> 11
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
Concentration of Credit Risk:
Management of the Company performs ongoing credit evaluations
of the tenants and may require tenants to provide some form of credit
support such as corporate guarantees. Although the Company's properties
are geographically diverse and the tenants operate in a variety of
industries, to the extent TriNet has a significant concentration of
rental revenues from any single tenant, the inability of that tenant to
make its lease payments could have an adverse effect on the Company. As
of December 31, 1996, the Company's five largest tenants collectively
accounted for approximately 31% of the Company's annualized rental
income. The Company's largest single tenant accounted for approximately
8% of the Company's annualized rental income.
Accounting for Stock-based Compensation:
The Company applies Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, and related
interpretations in accounting for its plans.
Earnings Per Share:
The computation of earnings per share is based on the
weighted average number of outstanding common shares during the period.
For the purpose of these calculations, earnings are reduced by the
preferred stock dividend requirement.
Reclassification:
Certain prior year amounts have been reclassified in the
consolidated financial statements and the related notes to conform to
the 1996 presentation.
3. REAL ESTATE:
In April 1996, a wholly owned subsidiary of the Company sold a
retail property located in Denham Springs, Louisiana for a sale price
of $1.3 million, resulting in an insignificant gain. In June 1996, a
wholly owned subsidiary of the Company sold an office building located
in Largo, Florida for a sale price of $11.0 million, resulting in a
gain of approximately $650,000. In November 1996, a wholly owned
subsidiary of the Company sold 34 retail properties for a sale price of
$24.8 million, resulting in a gain of approximately $6.2 million.
In December 1996, a wholly owned subsidiary of the Company
received a $30.0 million cash settlement from MacFrugal's Bargains
Close-Outs, Inc., as compensation for the destruction of its New
Orleans warehouse/distribution property which was destroyed by fire in
March 1996. The proceeds from this disposal are comprised of
approximately $26.2 million as casualty proceeds, $3.5 million as a
lease termination fee and approximately $300,000 as a settlement
structuring fee. In addition, the Company recognized an extraordinary
gain of approximately $3.2 million on this transaction. Approximately
$20.0 million of the proceeds were used to paydown a mortgage loan
(see Note 8), resulting in a $1.0 million extraordinary charge.
The Company has implemented a strategy of reducing its
ownership in retail properties as demonstrated by the sale of the 34
retail properties in November 1996, which resulted in a gain of
approximately $6.2 million as discussed above. One of the Company's
five largest tenants, Schwegmann Giant Super Markets ("Schwegmann"),
is experiencing financial difficulties due to an increasingly
competitive grocery retailing environment. The Company owns four
properties leased to Schwegmann, which represented approximately 5% of
annualized rental revenues as of December 31, 1996. In consideration of
the Company's focus on decreasing its retail property holdings and in
response to Schwegmann's deteriorating financial condition, the Company
recorded a provision for portfolio repositioning as of December 31,
1996 in the amount of $6.8 million, and reduced the depreciable basis
of the retail properties and related deferred rent receivable.
Schwegmann recently curtailed operations at two of the Properties as a
cost savings measure, and is working with the Company to explore
possible sale or subleasing options for these Properties to alternative
retail users. While to date Schwegmann has met its rental obligations
to the Company, there can be no assurance of timely or continued
payments in the future. To the extent that Schwegmann is unable,
because of its financial condition, to make required lease payments to
the Company or seeks protection under bankruptcy laws, there can be no
assurance that the Company's provision of $6.8 million will be
adequate. In addition, if Schwegmann were to seek such protection,
there can be no assurance that all or any of the Company's leases with
Schwegmann would be assumed.
F-9
<PAGE> 12
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
4. INVESTMENT IN REAL ESTATE JOINT VENTURE:
In June 1996, the Company contributed $6.1 million in cash in
exchange for a 44.7% sole general partner interest in TriNet Sunnyvale
Partners, L.P. (the "Partnership"). The Partnership owns a
four-building office campus in Sunnyvale, California, subject to a
$17.0 million non-recourse first mortgage. Interest on the mortgage is
due monthly at the London Interbank Offered Rate ("LIBOR") plus 2.00%,
with the principal balance due on April 1, 1998. The Company accounts
for its partnership investment under the equity method. Commencing in
June 1998, the limited partners have the option to convert their
interest into 258,894 shares of the Company's common stock.
The following table represents the condensed balance sheet
of the Partnership as of December 31, (in thousands):
<TABLE>
<CAPTION>
1996 1996
------- -------
<S> <C> <C> <C>
Assets: Liabilities and partners' equity:
Real estate, net $31,135 Mortgages payable $17,000
Other assets 842 Other Liabilities 471
Partner's equity 14,506
------- -------
$31,977 $31,977
======= =======
</TABLE>
The following table summarizes the operating results of the
Partnership for the period from June 26, 1996 through December 31, 1996
(in thousands):
<TABLE>
<CAPTION>
<S> <C>
Revenues $ 2,058
Property operating costs (298)
Mortgage interest (671)
Depreciation and amortization (279)
-------
Net income $ 810
=======
</TABLE>
5. RESTRICTED CASH AND INVESTMENTS:
Restricted cash and investments consists of the following (in
thousands):
<TABLE>
<CAPTION>
December 31,
-----------------
1996 1995
------ ------
<S> <C> <C>
Restricted cash, held in trust $4,759 $ 4,085
U.S. Treasury securities, held in trust -- 8,157
------ -------
$4,759 $12,242
====== =======
</TABLE>
Under the terms of the 1994 Mortgage Loan (Note 8), the
Company is required to maintain restricted cash as a reserve for debt
service and leasing cost obligations.
F-10
<PAGE> 13
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
In connection with the extinguishment of the 1993 Mortgage
Loan (Note 8), the Company placed U.S. Treasury securities with a
trustee as substitute collateral. In June 1996, the proceeds from the
redemption of such securities were released to the Company.
6. INTEREST RATE PROTECTION AGREEMENTS AND LOAN COSTS:
The following table summarizes the costs and accumulated
amortization associated with interest rate protection agreements and
loan costs (in thousands):
<TABLE>
<CAPTION>
December 31,
----------------
1996 1995
------- -------
<S> <C> <C>
Loan origination costs $ 8,285 $ 8,420
Protection agreement costs 9,845 9,845
------- -------
18,130 18,265
Accumulated amortization (4,260) (1,953)
------- -------
Loan origination costs and
protection agreement costs, net $13,870 $16,312
======= =======
</TABLE>
Loan origination cost amortization for the years ended
December 31, 1996, 1995 and 1994 was approximately $1.9 million, $2.1
million and $1.7 million, respectively. Protection agreement cost
amortization expense for the years ended December 31, 1996, 1995 and
1994 was approximately $985,000, $1.5 million and $816,000,
respectively. The fair value of the interest rate protection
agreements, based on estimated market prices, approximated $5.7
million as of December 31, 1996.
7. OTHER ASSETS, NET:
Accumulated amortization related to other assets aggregated
approximately $452,000 and $252,000 at December 31, 1996 and 1995,
respectively.
8. DEBT:
Debt consists of the following (in thousands):
<TABLE>
<CAPTION>
Balance as of December 31,
-------------------------- Interest Rate as of Maturity
Loan 1996 1995 December 31, 1996 Date
-------------------- ---------- ---------- ------------------- ----------
<S> <C> <C> <C> <C>
Acquisition Facility $102,200 $ 77,000 LIBOR + 1.20% 10/08/1999
7.30% Notes due 2001 100,000 -- 7.30% 5/15/2001
1994 Mortgage Loan 55,013 110,000 LIBOR + 1.00% 12/01/2004
7.95% Notes due 2006 50,000 -- 7.95% 5/15/2006
Other Mortgage Loans -- 57,750 -- --
-------- --------
307,213 244,750
Less debt discount (282) --
-------- --------
$306,931 $244,750
======== ========
</TABLE>
F-11
<PAGE> 14
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
ACQUISITION FACILITY. In October 1995, the Company entered
into a $200.0 million acquisition facility (the "Acquisition
Facility"), a revolving credit facility to be used for real estate
acquisitions and for general working capital purposes. Borrowings under
the Acquisition Facility bear interest, at the Company's discretion, at
either i) applicable LIBOR plus 1.20% or ii) prime plus .50%, subject
to the Interest Rate Swap discussed elsewhere. On October 15, 1996, the
Company amended certain terms of the Acquisition Facility. The Company
obtained a reduction of 30 basis points on its current LIBOR borrowings
cost from LIBOR plus 1.50% to LIBOR plus 1.20%. The commitment fee was
reduced from 25 basis points to 20 basis points. In addition, the
expiration date of the facility was extended two years and will mature
in October 1999. All of the available commitment under the facility
may be borrowed for general corporate and working capital needs, as
well as for the acquisition of real estate. The revised terms were
effective September 30, 1996. The Acquisition Facility requires
monthly interest-only payments until maturity in October 1999 at which
time outstanding borrowings are due and payable. In addition, the
Company pays a quarterly commitment fee in arrears equal to .20%
annually of the unused loan commitment. Borrowings under the
Acquisition Facility are unsecured. The Acquisition Facility is
subject to certain restrictive covenants including limitations on
additional borrowings based on the value of real estate assets, minimum
debt service and fixed charges coverage, minimum net worth levels and
maximum leverage.
Borrowings under the Acquisition Facility were used to
extinguish $50.0 million and $62.6 million outstanding under a
mortgage loan and the Company's previous acquisition facility,
respectively. In connection with the early extinguishment of the these
loans, the Company incurred fees of $3.7 million and wrote-off related
unamortized loan costs of $5.9 million resulting in an extraordinary
charge of $9.6 million for the year ended December 31, 1995.
2001 NOTES AND 2006 NOTES. On May 22, 1996 the Company
completed a public offering of $100.0 million of its 7.30% Notes due
2001 (the "2001 Notes") and $50.0 million of its 7.95% Notes due 2006
(the "2006 Notes" and, together with the 2001 Notes, the "Notes"). The
2001 Notes were sold at a price of 99.764% of the face value, and the
2006 Notes were sold at a price of 99.853% of the face value resulting
in proceeds (net of the price discount, underwriters' discount and
issuance costs) of approximately $147.8 million. The Notes are senior
unsecured obligations of the Company and rank equally with the
Company's other unsecured and unsubordinated indebtedness. Subject to
certain conditions, the Notes are redeemable at any time at the option
of the Company. Interest on the Notes is paid semi-annually in arrears.
The discounts on the Notes are being amortized using the effective
interest method over the respective lives of the Notes.
1994 MORTGAGE LOAN. In December 1994, a subsidiary entered
into a $110.0 million mortgage loan(the "1994 Mortgage Loan"). The
1994 Mortgage Loan bears interest at a variable rate equal to the
30-day LIBOR plus 1.00% subject to the Interest Rate Swap discussed
elsewhere. The 1994 Mortgage Loan requires monthly interest-only
payments until maturity in December 2004 at which time outstanding
principal is due and payable. The 1994 Mortgage Loan was assigned to a
trust intended to qualify as a real estate mortgage investment conduit,
and the trust issued commercial mortgage pass-through certificates in
the aggregate amount of $110.0 million, secured by certain real estate
assets.
On July 1, 1996, the Company prepaid $35.0 million of the 1994
Mortgage Loan, which reduced the interest rate from LIBOR plus 1.25% to
LIBOR plus 1.00%. Additionally, this prepayment resulted in an
extraordinary charge of approximately $1.2 million, the majority of
which was non-cash. On December 13, 1996, the Company prepaid
approximately $20.0 million of the 1994 Mortgage Loan as a result of
the settlement of the casualty loss that arose from the fire that
destroyed the 1.2 million square foot warehouse/distribution property
located in New Orleans, Louisiana. Additionally, this prepayment
resulted in an extraordinary charge of $1.0 million of which $627,000
was non-cash.
F-12
<PAGE> 15
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
OTHER MORTGAGE LOANS. During 1995, in connection with the
acquisition of two properties, the Company entered into other mortgage
loans of $29.3 million and $28.5 million. These loans were repaid
during 1996 with proceeds from the Notes offering and draws on the
Acquisition Facility.
INTEREST RATE SWAP. Effective October 1, 1995, the Company
entered into an interest rate swap agreement (the "Interest Rate Swap")
with a financial institution which, together with certain existing
interest rate cap agreements, effectively fixes the interest rate on
$110.0 million of the Company's LIBOR based borrowings at 5.58% plus
the applicable margin. The notional amount of indebtedness covered by
the Interest Rate Swap varies over time and was $110.0 million through
May 1996, and will be $160.0 million from June 1996 through December
1997, $125.0 million from January 1998 through May 1998 and $75.0
million from June 1998 through November 2004. The actual borrowing
cost to the Company with respect to indebtedness covered by the
Interest Rate Swap will depend upon the applicable margin over LIBOR
for such indebtedness, which will be determined by the terms of the
relevant debt instruments. Currently, it is expected that the margin
will range from 1.00% to 1.20%, which will provide for an all-in
annual interest rate range from 6.58% to 7.33%.
The average effective interest rate, including the effect of
the Interest Rate Swap and other Protection Agreements, on the
Company's variable-rate borrowings was 7.27%, 7.35% and 6.59% for the
years ended December 31, 1996, 1995 and 1994, respectively. Based on
the borrowing rates currently available to the Company for borrowings
with similar terms and maturities, the carrying value of the Company's
mortgage notes payable approximates fair value.
Future maturities of outstanding debt are as follows (in
thousands):
<TABLE>
<CAPTION>
<S> <C>
1997 $ --
1998 --
1999 102,200
2000 --
2001 100,000
Thereafter 105,013
--------
$307,213
========
</TABLE>
9. COMMITMENTS AND CONTINGENCIES:
From time to time the Company is subject to routine litigation
incidental to its business. The Company believes that the results of
any pending legal proceedings will not have a materially adverse effect
on the Company's financial condition.
As of January 24, 1997, the Company had entered into an
aggregate of approximately $61.0 million of contracts with third party
developers to acquire four separate properties currently under
construction. The acquisition of these properties is subject to the
completion of construction, occupancy of the premises by the tenants
(pursuant to leases that have already been executed by the parties) and
satisfaction of certain conditions. Completion of construction is
expected during the second and fourth quarters of 1997. In connection
with two of these acquisitions, the Company has issued letters of
credit as earnest money for a combined total of approximately $1.8
million. In addition, two existing tenants have the option to
require the Company to construct approximately 174,000 total square
feet of additional adjacent space.
F-13
<PAGE> 16
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
10. DIVIDENDS:
As described in Note 2, the Company qualifies for federal
income tax purposes as a REIT. The following summarizes the tax
components of common dividends declared in 1996, 1995 and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Per Common Share:
Ordinary income $1.27 $1.47 $1.78
Capital gain 0.10 -- --
Return of capital 1.12 0.98 0.60
----- ----- -----
Total $2.49 $2.45 $2.38
===== ===== =====
</TABLE>
100% of the dividends declared on the Series A Preferred Stock
and the Series B Preferred Stock for the period ended December 31, 1996
represented ordinary income for income tax purposes.
11. STOCK OPTION PLANS AND EMPLOYEE BENEFITS:
The Company has established the 1993 Stock Incentive Plan (the
"1993 Stock Plan") for the purpose of encouraging and enabling the
Company's officers, employees and directors to acquire a proprietary
interest in the Company. The 1993 Stock Plan provides for
administration by the Compensation Committee (the "Committee") of the
Board of Directors. A maximum of 500,000 common shares have been
reserved for issuance under the 1993 Stock Plan. The 1993 Stock Plan
authorized (i) the grant of stock options that qualify as incentive
stock options ("ISOs") under Section 422 of the Code, (ii) the grant of
stock options that do not so qualify and (iii) grants of shares
contingent upon the attainment of performance goals or subject to other
restrictions. Options granted under the 1993 Stock Plan vest ratably
over four years for employees and after one year for non-employee
directors.
In addition, in connection with the Initial Offering, options
were granted separately from the 1993 Stock Plan to executive officers
to purchase an aggregate of 290,000 shares at the Initial Offering
price of $24.25 per share. Options granted in connection with the
Initial Offering vested ratably over three years.
During 1995, the Company adopted the 1995 Stock Incentive Plan
(the "1995 Stock Plan"). The 1995 Stock Plan provides for the issuance
of, or grant of options to purchase, up to 1,000,000 shares of Common
Stock. Options under the 1995 Stock Plan may be ISOs or nonqualified
options. Options granted to date under the 1995 Stock Plan vest ratably
over four years for employees and after one year for non-employee
directors.
F-14
<PAGE> 17
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
Changes during 1994, 1995 and 1996 in options outstanding
for the combined plans were as follows:
<TABLE>
<CAPTION>
Number of Shares
----------------------------------- Average Option
Employees Non-employee Directors Price Per Share
----------- ---------------------- ---------------
<S> <C> <C> <C>
Options Outstanding
December 31, 1993 290,000 24,000 $24.28
Granted, 1994 200,000 24,000 $30.81
Exercised, 1994 (11,667) -- $24.25
---------- -------
Options Outstanding
December 31, 1994 478,333 48,000 $27.06
Granted, 1995 266,000 30,000 $27.81
Exercised, 1995 -- --
---------- -------
Options Outstanding
December 31, 1995 744,333 78,000 $27.33
Granted, 1996 260,000 30,000 $28.46
Exercised, 1996 (119,000) (6,000) $25.72
Canceled, 1996 (63,500) -- $28.73
---------- -------
Options Outstanding
December 31, 1996 821,833 102,000 $27.81
========== =======
</TABLE>
The following table summarizes information concerning
currently outstanding and exercisable options:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------------------------------------- ---------------------------
Weighted Average Weighted Weighted
Number Outstanding Remaining Average Number Average
Exercise Price as of December 31, 1996 Contractual Life Exercise Price Exercisable Exercise Price
- -------------- ----------------------- ---------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$24.25 193,333 6.42 $24.25 193,333 $24.25
$24.63 18,000 6.50 $24.63 18,000 $24.63
$27.75 208,500 8.00 $27.75 73,500 $27.75
$28.25 248,000 8.96 $28.25 -- --
$28.38 30,000 8.76 $28.38 7,500 $28.38
$29.00 12,000 9.49 $29.00 -- --
$30.00 30,000 9.41 $30.00 -- --
$30.25 24,000 7.44 $30.25 24,000 $30.25
$30.88 160,000 7.42 $30.88 80,000 $30.88
------ ------- ---- ------ ------- ------
923,833 7.87 $27.81 396,333 $26.69
======= ==== ====== ======= ======
</TABLE>
At December 31, 1996, 63,500 common shares were available for
future grant of options or awards under the 1993 Stock Plan, and
666,000 common shares were available for future grant of options or
awards under the 1995 Stock Plan.
The Company applies Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, and related
interpretations in accounting for its plans. Accordingly, no
compensation expense has been recognized for its stock-based
compensation plans. Had compensation cost for the Company's stock
F-15
<PAGE> 18
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
options plans been determined based upon the fair value at the grant
date for awards under these plans consistent with the methodology
prescribed under Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation, the Company's net income and
earnings per share would have been reduced by approximately $370,000 or
$.03 per share for the year ended December 31, 1996, and approximately
$150,000 or $.01 per share for the year ended December 31, 1995. The
fair value of the options granted during 1996 is estimated as $3.13 per
share on the date of grant using the Black-Scholes option pricing model
with the following assumptions: dividend yield of 7.21%, volatility of
21%, risk-free interest rates of 5.18% to 5.77%, actual forfeitures,
and an expected life of approximately 5 years. The fair value of the
options granted during 1995 is estimated as $2.94 per share on the date
of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 7.21%, volatility of 21%,
risk-free interest rates of 5.18% to 5.77%, actual forfeitures, and an
expected life of approximately 5 years.
Effective January 1, 1994, the Company implemented the TriNet
Corporate Realty Trust, Inc. Savings and Retirement Plan (the "401(k)
Plan"), which is a voluntary, defined contribution plan. All employees
are eligible to participate in the 401(k) Plan following completion of
six months of continuous service with the Company. Each participant may
contribute on a pretax basis between 2% and 10% of such participant's
compensation. At the discretion of the Board of Directors, the Company
may make matching contributions on the participant's behalf, up to 50%
of the participant's annual contribution. The Company made
contributions of approximately $67,000, $50,000 and $29,000 to the plan
for the years ended December 31, 1996, 1995 and 1994, respectively.
12. OPERATING LEASES:
The properties are leased to tenants under net operating
leases with initial term expiration dates ranging from 1997 to 2018.
Future rentals under non-cancelable operating leases, excluding tenant
reimbursements of expenses, in effect at December 31, 1996, are
approximately as follows (in thousands):
<TABLE>
<CAPTION>
Year Amount
---------- --------
<S> <C>
1997 $ 79,335
1998 80,304
1999 80,437
2000 75,697
2001 67,546
Thereafter 418,736
--------
$802,055
========
</TABLE>
No single tenant represented more than 10% of rental revenues
received for the year ended December 31, 1996.
13. DEPRECIATION:
Depreciation expense is summarized as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Real estate $13,293 $10,408 $6,470
Corporate furniture and equipment 186 138 61
------- ------- ------
$13,479 $10,546 $6,531
======= ======= ======
</TABLE>
F-16
<PAGE> 19
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
14. SUMMARIZED CONSOLIDATED QUARTERLY INFORMATION: (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------------------
December 31 September 30 June 30 March 31
------------ ------------ ------------ ------------
(in thousands, except share data)
<S> <C> <C> <C> <C>
1996
- ----
Revenues $ 21,018 $ 20,079 $ 18,913 $ 16,814
Income before extraordinary items $ 8,644 $ 9,159 $ 7,149 $ 6,690
Extraordinary gain $ 3,178 $ -- $ -- $ --
Extraordinary charge $ (1,026) $ (1,165) $ -- $ --
Net income $ 10,799 $ 7,991 $ 7,149 $ 6,690
Earnings available to common shares $ 8,879 $ 6,421 $ 6,993 $ 6,690
Extraordinary gain per share $ 0.23 $ -- $ -- $ --
Extraordinary charge per share $ (0.08) $ (0.08) $ -- $ --
Earnings available per common share
net of preferred dividend requirement $ 0.64 $ 0.46 $ 0.51 $ 0.48
Weighted average number of
common shares outstanding 13,913,692 13,858,754 13,841,865 13,841,667
1995
- ----
Revenues $ 15,720 $ 15,480 $ 13,777 $ 11,915
Net income before extraordinary charge $ 6,040 $ 5,290 $ 4,764 $ 4,140
Extraordinary charge $ (9,561) $ -- $ -- $ --
Net income (loss) $ (3,521) $ 5,290 $ 4,764 $ 4,140
Extraordinary charge per share $ (0.74) $ -- $ -- $ --
Net income (loss) per share $ 0.27 $ 0.49 $ 0.44 $ 0.40
Weighted average number of
common shares outstanding 12,896,015 10,841,667 10,841,667 10,272,778
</TABLE>
15. PRO FORMA FINANCIAL INFORMATION: (UNAUDITED)
The pro forma financial information set forth below is
presented as if the notes offerings, the Series A Preferred Stock and
Series B Preferred Stock offerings, the acquisitions of real estate
during 1995 and 1996, the dispositions of real estate during 1996, and
the related refinancings of other mortgage loans had occurred on
January 1, 1995. The calculation of pro forma common shares outstanding
includes the shares issued in connection with the common offering that
occurred in October 1995.
F-17
<PAGE> 20
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------
The pro forma financial and operating data are not
necessarily indicative of what the actual results of operations or
financial position of the Company would have been nor do they purport
to represent the results of operations or financial position for future
periods. In addition, the pro forma financial and operating data do
not include the effects of the gains on the sale of real estate and
extraordinary items recognized in the Company's historical financial
statements.
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Year Ended Year Ended
December 31, 1996 December 31, 1995
----------------- -----------------
(in thousands, except share data)
<S> <C> <C>
Revenues $ 86,802 $ 86,802
Income from recurring operations $ 31,230(1) $ 37,423
Earnings available to common shares $ 23,553 $ 29,746
Earnings available per common share $ 1.69 $ 2.13
Common shares outstanding 13,966,667 13,966,667
</TABLE>
(1) Pro forma income from recurring operations for the year ended
December 31, 1996 includes a provision for portfolio repositioning
of $6.8 million.
F-18
<PAGE> 21
TRINET CORPORATE REALTY TRUST, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------------------- Costs
Furniture Capitalized
Building and and Subsequent to
Description Encumbrances Land Improvements Fixtures Acquisition
----------- ------------ ---- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
UNISYS CORPORATION (3)
1 70E Swedesford Rd ( W.T.) $ - $ 393 $ 2,283 $ 154 $ -
Paoli, PA
2 2476 Swedesford Rd ( C.T.) - 3,027 17,598 1,184 -
Paoli, PA
3 2611 Corporate W. Dr 7,664 8,232 20,015 - 82
Lisle, IL
SPX CORPORATION
4 700 Terrace Point Dr. - 570 7,891 445 -
Muskegon, MI
5 100 Terrace Plaza - 465 6,441 364 -
Muskegon, MI
REX STORES CORPORATION
6 2875 Needmore Rd. 2,496 1,184 5,407 - -
Dayton, OH
UARCO INCORPORATED
7 4000 South Racine Ave. - 184 998 - 1,924
Chicago, IL
RALPHS GROCERY COMPANY
8 2652 Long Beach Ave. - 7,293 8,914 853 -
Los Angeles, CA
ART LINE, INC.
9 600 North Kilbourn - 268 2,353 124 391
Chicago, IL
UNIVERSAL TECHNICAL INSTITUTE
10 3002 North 27th Ave. - 1,621 3,226 - 10
Phoenix, AZ
CATERAIR INTERNATIONAL CORPORATION
11 50 Adrian Court - 742 2,112 - -
Burlingame, CA
12 370 Adrian Road - 451 1,282 - -
Millbrae, CA
13 3500 N.W. 24th Street - 1,855 5,280 - -
Miami, FL
14 3630 N.W. 25th Street - 981 2,791 - -
Miami, FL
15 4101 N.W. 25th Street - 848 2,414 - -
Miami, FL
16 221 West 79th St. - 245 698 - -
Bloomington, MN
17 1085 Bible Way - 151 430 - -
Reno, NV
18 18850 28th Avenue, South - 504 1,433 - -
Seattle, WA
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Close of Period
Provision for ----------------------------------------------------------------
Portfolio Furniture and Building
Description Repositioning Land Buildings Fixtures Improvements Total
----------- ------------- ------ --------- ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
UNISYS CORPORATION (3)
1 70E Swedesford Rd ( W.T.) $- $ 393 $ 2,283 $ 154 $ - $ 2,830
Paoli, PA
2 2476 Swedesford Rd ( C.T.) - 3,027 17,598 1,184 - 21,809
Paoli, PA
3 2611 Corporate W. Dr - 8,250 20,059 - 20 28,329
Lisle, IL
SPX CORPORATION
4 700 Terrace Point Dr. - 570 7,891 445 - 8,906
Muskegon, MI
5 100 Terrace Plaza - 465 6,441 364 - 7,270
Muskegon, MI
REX STORES CORPORATION
6 2875 Needmore Rd. - 1,184 5,407 - - 6,591
Dayton, OH
UARCO INCORPORATED
7 4000 South Racine Ave. - 389 2,696 - 21 3,106
Chicago, IL
RALPHS GROCERY COMPANY
8 2652 Long Beach Ave. - 7,293 8,914 853 - 17,060
Los Angeles, CA
ART LINE, INC.
9 600 North Kilbourn - 283 2,680 124 49 3,136
Chicago, IL
UNIVERSAL TECHNICAL INSTITUTE
10 3002 North 27th Ave. - 1,621 3,226 - 10 4,857
Phoenix, AZ
CATERAIR INTERNATIONAL CORPORATION
11 50 Adrian Court - 742 2,112 - - 2,854
Burlingame, CA
12 370 Adrian Road - 451 1,282 - - 1,733
Millbrae, CA
13 3500 N.W. 24th Street - 1,855 5,280 - - 7,135
Miami, FL
14 3630 N.W. 25th Street - 981 2,791 - - 3,772
Miami, FL
15 4101 N.W. 25th Street - 848 2,414 - - 3,262
Miami, FL
16 221 West 79th St. - 245 698 - - 943
Bloomington, MN
17 1085 Bible Way - 151 430 - - 581
Reno, NV
18 18850 28th Avenue, South - 504 1,433 - - 1,937
Seattle, WA
</TABLE>
<TABLE>
<CAPTION>
Depreciable
Accumulated Date Life
Description Depreciation Acquired (Years)
----------- ------------ -------- -----------
<S> <C> <C> <C>
UNISYS CORPORATION (3)
1 70E Swedesford Rd ( W.T.) $ 706 1990 31.5
Paoli, PA
2 2476 Swedesford Rd ( C.T.) 5,440 1990 31.5
Paoli, PA
3 2611 Corporate W. Dr 1,275 1994 40.0
Lisle, IL
SPX CORPORATION
4 700 Terrace Point Dr. 2,240 1989 31.5
Muskegon, MI
5 100 Terrace Plaza 1,829 1989 31.5
Muskegon, MI
REX STORES CORPORATION
6 2875 Needmore Rd. 377 1994 40.0
Dayton, OH
UARCO INCORPORATED
7 4000 South Racine Ave. 579 1989 31.5
Chicago, IL
RALPHS GROCERY COMPANY
8 2652 Long Beach Ave. 2,599 1990 31.5
Los Angeles, CA
ART LINE, INC.
9 600 North Kilbourn 750 1989 31.5
Chicago, IL
UNIVERSAL TECHNICAL INSTITUTE
10 3002 North 27th Ave. 807 1989 31.5
Phoenix, AZ
CATERAIR INTERNATIONAL CORPORATION
11 50 Adrian Court 187 1993 40.0
Burlingame, CA
12 370 Adrian Road 113 1993 40.0
Millbrae, CA
13 3500 N.W. 24th Street 467 1993 40.0
Miami, FL
14 3630 N.W. 25th Street 247 1993 40.0
Miami, FL
15 4101 N.W. 25th Street 214 1993 40.0
Miami, FL
16 221 West 79th St. 62 1993 40.0
Bloomington, MN
17 1085 Bible Way 38 1993 40.0
Reno, NV
18 18850 28th Avenue, South 127 1993 40.0
Seattle, WA
</TABLE>
F-19
<PAGE> 22
TRINET CORPORATE REALTY TRUST, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------------------- Costs
Furniture Capitalized
Building and and Subsequent to
Description Encumbrances Land Improvements Fixtures Acquisition
----------- ------------ ----- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
CATERAIR INTERNATIONAL CORPORATION
19 2800 Collingswood Drive - 898 2,555 - -
Orlando, FL
20 45-10 19th Avenue - 1,093 3,109 - -
Astoria, NY
21 24-20 49th Street - 546 1,555 - -
Astoria, NY
22 8401 Escort Street - 377 1,074 - -
Philadelphia, PA
SEARS LOGISTICS SERVICES
23 4150 Lockbourne 3,155 424 8,051 - 8
Industrial Parkway
Columbus, OH
GATX LOGISTICS, INC.
24 Steelway Blvd., North (A-F) - 394 6,174 - 403
Clay, NY
25 Steelway Blvd., North (G) - 84 1,326 - 41
Clay, NY
26 Steelway Blvd., North (H) - 85 1,326 - 40
Clay, NY
27 Steelway Blvd.., South - 124 1,949 - 379
Clay, NY
28 Dunn Rd. at Paliotti Pkwy. 2,008 258 4,039 - 40
Lyons, NY
29 2900 McLane Drive 2,008 344 5,396 - 89
Lysander, NY
NORTHERN STATES POWER COMPANY
30 3115 Center Point Drive 1,590 1,046 4,182 - 13
Roseville, MN
PNC MORTGAGE CORPORATION OF AMERICA, INC.
31 440 North Fairway Drive - 1,130 10,167 - 49
Vernon Hills, IL
VOLKSWAGEN OF AMERICA, INC.
32 450 Barclay Blvd. 3,002 2,660 6,206 - 44
Lincolnshire, IL
33 500 South Seventh Ave. 3,803 3,370 7,863 - 56
City of Industry, CA
34 11650 Central Parkway 2,137 1,894 4,419 - 31
Jacksonville, FL
LOCKHEED MARTIN AEROSPACE CORPORATION
35 1260 Crossman Ave. 3,084 1,287 7,903 - -
Sunnyvale, CA
DELUXE CORPORATION
36 1275 Red Fox Road 2,056 684 5,061 - -
Arden Hills, MN
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Close of Period
Provision for ---------------------------------------------------------------
Portfolio Furniture and Building
Description Repositioning Land Buildings Fixtures Improvements Total
----------- ------------ ---- --------- ------------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
CATERAIR INTERNATIONAL CORPORATION
19 2800 Collingswood Drive - 898 2,555 - - 3,453
Orlando, FL
20 45-10 19th Avenue - 1,093 3,109 - - 4,202
Astoria, NY
21 24-20 49th Street - 546 1,555 - - 2,101
Astoria, NY
22 8401 Escort Street - 377 1,074 - - 1,451
Philadelphia, PA
SEARS LOGISTICS SERVICES
23 4150 Lockbourne - 424 8,051 - 8 8,483
Industrial Parkway
Columbus, OH
GATX LOGISTICS, INC.
24 Steelway Blvd., North (A-F) - 395 6,192 - 384 6,971
Clay, NY
25 Steelway Blvd., North (G) - 85 1,329 - 37 1,451
Clay, NY
26 Steelway Blvd., North (H) - 85 1,329 - 37 1,451
Clay, NY
27 Steelway Blvd.., South - 125 1,956 - 371 2,452
Clay, NY
28 Dunn Rd. at Paliotti Pkwy. - 259 4,050 - 28 4,337
Lyons, NY
29 2900 McLane Drive - 345 5,412 - 72 5,829
Lysander, NY
NORTHERN STATES POWER COMPANY
30 3115 Center Point Drive - 1,048 4,193 - - 5,241
Roseville, MN
PNC MORTGAGE CORPORATION OF AMERICA, INC.
31 440 North Fairway Drive - 1,135 10,211 - - 11,346
Vernon Hills, IL
VOLKSWAGEN OF AMERICA, INC.
32 450 Barclay Blvd. - 2,673 6,237 - - 8,910
Lincolnshire, IL
33 500 South Seventh Ave. - 3,387 7,902 - - 11,289
City of Industry, CA
34 11650 Central Parkway - 1,903 4,441 - - 6,344
Jacksonville, FL
LOCKHEED MARTIN AEROSPACE CORPORATION
35 1260 Crossman Ave. - 1,287 7,903 - - 9,190
Sunnyvale, CA
DELUXE CORPORATION
36 1275 Red Fox Road - 684 5,061 - - 5,745
Arden Hills, MN
</TABLE>
<TABLE>
<CAPTION>
Depreciable
Accumulated Date Life
Description Depreciation Acquired (Years)
----------- ------------ -------- ------------
<S> <C> <C> <C>
CATERAIR INTERNATIONAL CORPORATION
19 2800 Collingswood Drive 226 1993 40.0
Orlando, FL
20 45-10 19th Avenue 275 1993 40.0
Astoria, NY
21 24-20 49th Street 138 1993 40.0
Astoria, NY
22 8401 Escort Street 95 1993 40.0
Philadelphia, PA
SEARS LOGISTICS SERVICES
23 4150 Lockbourne 713 1993 40.0
Industrial Parkway
Columbus, OH
GATX LOGISTICS, INC.
24 Steelway Blvd., North (A-F) 692 1993 40.0
Clay, NY
25 Steelway Blvd., North (G) 136 1993 40.0
Clay, NY
26 Steelway Blvd., North (H) 136 1993 40.0
Clay, NY
27 Steelway Blvd.., South 246 1993 40.0
Clay, NY
28 Dunn Rd. at Paliotti Pkwy. 266 1993 40.0
Lyons, NY
29 2900 McLane Drive 357 1993 40.0
Lysander, NY
NORTHERN STATES POWER COMPANY
30 3115 Center Point Drive 327 1993 40.0
Roseville, MN
PNC MORTGAGE CORPORATION OF AMERICA, INC.
31 440 North Fairway Drive 776 1993 40.0
Vernon Hills, IL
VOLKSWAGEN OF AMERICA, INC.
32 450 Barclay Blvd. 474 1993 40.0
Lincolnshire, IL
33 500 South Seventh Ave. 601 1993 40.0
City of Industry, CA
34 11650 Central Parkway 338 1993 40.0
Jacksonville, FL
LOCKHEED MARTIN AEROSPACE CORPORATION
35 1260 Crossman Ave. 535 1994 40.0
Sunnyvale, CA
DELUXE CORPORATION
36 1275 Red Fox Road 301 1994 40.0
Arden Hills, MN
</TABLE>
F-20
<PAGE> 23
TRINET CORPORATE REALTY TRUST, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------------------- Costs
Furniture Capitalized
Building and and Subsequent to
Description Encumbrances Land Improvements Fixtures Acquisition
----------- ------------ ------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
MICROSOFT CORPORATION
37 1321 Greenway 1,647 1,473 4,620 - 11
Irving, TX
AT&T CORPORATION
38 7595 Baymeadows Way 2,693 2,183 5,567 - -
Jacksonville, FL
HOMESIDE LENDING, INC.
39 7585 Baymeadows Way 1,393 1,021 2,604 - -
Jacksonville, FL
UNISON INDUSTRIES, L.P.
40 7575 Baymeadows Way 4,574 2,911 7,423 - 1
Jacksonville, FL
COMPAQ COMPUTER CORPORATION
41 100 Donwick Dr. - 1,205 3,817 - 119
Conroe, TX
NIKE, INC.
42 8400 Winchester Rd. 7,017 1,476 23,127 - -
Memphis, TN
CIRRUS LOGIC, INC.
43 46702 Bayside Parkway 1,381 603 4,239 - 1
Fremont, CA (#2)
44 46831 Lakeview Blvd. - 979 7,179 - 3
Fremont, CA (#8)
CERTIFIED GROCERS OF CALIFORNIA, LTD.
45 5200 East Sheila St. 3,305 2,593 9,195 - -
Commerce, CA
FIRST HEALTH STRATEGIES, INC.
46 2610,2650,2691 S. Decker Lane - 1,105 12,052 - 19
West Valley City, UT
TRW, INC.
47 3701 Doolittle Drive - 2,297 8,145 - -
Redondo Beach, CA
DUNHAM'S ATHLEISURE CORPORATION
48 2201 E. Loew Rd. - 181 5,861 - -
Marion, IN 46952
AT&T CORPORATION
49 Gatehall II / Gatehall Drive - 4,885 49,390 - -
Parsippany -Troy Hills, NJ
SCHWEGMANN GIANT SUPER MARKETS
50 8000 Greenwell Springs Road - 1,062 3,995 - -
Baton Rouge, LA
51 2424 Manhattan Blvd. - 2,971 8,456 - -
Harvey, LA
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Close of Period
---------------------------------------------------------------
Provision for
Portfolio Furniture and Building
Description Repositioning Land Buildings Fixtures Improvements Total
----------- ------------- ----- --------- ------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
MICROSOFT CORPORATION
37 1321 Greenway - 1,473 4,622 - 9 6,104
Irving, TX
AT&T CORPORATION
38 7595 Baymeadows Way - 2,183 5,567 - - 7,750
Jacksonville, FL
HOMESIDE LENDING, INC.
39 7585 Baymeadows Way - 1,021 2,604 - - 3,625
Jacksonville, FL
UNISON INDUSTRIES, L.P.
40 7575 Baymeadows Way - 2,911 7,424 - - 10,335
Jacksonville, FL
COMPAQ COMPUTER CORPORATION
41 100 Donwick Dr. - 1,207 3,821 - 113 5,141
Conroe, TX
NIKE, INC.
42 8400 Winchester Rd. - 1,476 23,127 - - 24,603
Memphis, TN
CIRRUS LOGIC, INC.
43 46702 Bayside Parkway - 604 4,239 - - 4,843
Fremont, CA (#2)
44 46831 Lakeview Blvd. - 979 7,182 - - 8,161
Fremont, CA (#8)
CERTIFIED GROCERS OF CALIFORNIA, LTD.
45 5200 East Sheila St. - 2,593 9,195 - - 11,788
Commerce, CA
FIRST HEALTH STRATEGIES, INC.
46 2610,2650,2691 S. Decker Lane - 1,107 12,069 - - 13,176
West Valley City, UT
TRW, INC.
47 3701 Doolittle Drive - 2,297 8,145 - - 10,442
Redondo Beach, CA
DUNHAM'S ATHLEISURE CORPORATION
48 2201 E. Loew Rd. - 181 5,861 - - 6,042
Marion, IN 46952
AT&T CORPORATION
49 Gatehall II / Gatehall Drive - 4,885 49,390 - - 54,275
Parsippany -Troy Hills, NJ
SCHWEGMANN GIANT SUPER MARKETS
50 8000 Greenwell Springs Road (1,517) 1,062 2,478 - - 3,540
Baton Rouge, LA
51 2424 Manhattan Blvd. (1,727) 2,971 6,729 - - 9,700
Harvey, LA
</TABLE>
<TABLE>
<CAPTION>
Depreciable
Accumulated Date Life
Description Depreciation Acquired (Years)
----------- ------------ -------- -----------
<S> <C> <C> <C>
MICROSOFT CORPORATION
37 1321 Greenway 275 1994 40.0
Irving, TX
AT&T CORPORATION
38 7595 Baymeadows Way 331 1994 40.0
Jacksonville, FL
HOMESIDE LENDING, INC.
39 7585 Baymeadows Way 155 1994 40.0
Jacksonville, FL
UNISON INDUSTRIES, L.P.
40 7575 Baymeadows Way 441 1994 40.0
Jacksonville, FL
COMPAQ COMPUTER CORPORATION
41 100 Donwick Dr. 223 1994 40.0
Conroe, TX
NIKE, INC.
42 8400 Winchester Rd. 1,325 1994 40.0
Memphis, TN
CIRRUS LOGIC, INC.
43 46702 Bayside Parkway 243 1994 40.0
Fremont, CA (#2)
44 46831 Lakeview Blvd. 382 1994 40.0
Fremont, CA (#8)
CERTIFIED GROCERS OF CALIFORNIA, LTD.
45 5200 East Sheila St. 469 1994 40.0
Commerce, CA
FIRST HEALTH STRATEGIES, INC.
46 2610,2650,2691 S. Decker Lane 616 1994 40.0
West Valley City, UT
TRW, INC.
47 3701 Doolittle Drive 382 1995 40.0
Redondo Beach, CA
DUNHAM'S ATHLEISURE CORPORATION
48 2201 E. Loew Rd. 262 1995 40.0
Marion, IN 46952
AT&T CORPORATION
49 Gatehall II / Gatehall Drive 2,109 1995 40.0
Parsippany -Troy Hills, NJ
SCHWEGMANN GIANT SUPER MARKETS
50 8000 Greenwell Springs Road 154 1995 40.0
Baton Rouge, LA
51 2424 Manhattan Blvd. 326 1995 40.0
Harvey, LA
</TABLE>
F-21
<PAGE> 24
TRINET CORPORATE REALTY TRUST, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------------------- Costs
Furniture Capitalized
Building and and Subsequent to
Description Encumbrances Land Improvements Fixtures Acquisition
----------- ------------ ------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
52 3900 Airline Highway - 4,369 7,767 - -
Metairie, LA
53 4500 Tchoupitoulas Street - 3,609 7,006 - 26
New Orleans, LA
KELLEY-CLARKE, INC.
54 6300 Dumbarton Circle - 762 4,193 - 3
Fremont, CA
PEPSICO, INC.
55 5015 South Water Circle - 244 3,643 - -
Wichita, KS
TECH DATA CORPORATION
56 3900 William Richardson Drive - 205 6,792 - -
South Bend, IN
PRIMERICA LIFE INSURANCE COMPANY
57 3120 Breckinridge Blvd. - 1,367 11,948 - 8
Duluth, GA
ARROW ELECTRONICS, INC.
58 3254 Fraser Street - 612 3,979 - 31
Aurora, CO
FLUID SYSTEMS CORPORATION
59 10054 Old Grove Road - 1,332 2,665 - 37
San Diego, CA
NISSAN MOTOR ACCEPTANCE CORPORATION
60 2901 Kinwest Parkway - 1,288 9,976 - 69
Irving, TX
LEVER BROTHERS COMPANY
61 3501 E. Terra Drive - 1,468 13,430 - -
O'Fallon, MO
FEDERAL EXPRESS CORPORATION
62 2003 - 2007 Corporate Avenue - 2,590 23,807 - 123
Memphis, TN
MJD INVESTMENTS, INC.
63 500 Airline Drive - 2,437 18,207 - -
Coppell, TX
FRESENIUS USA, INC.
64 2637 Shadelands Drive - 609 6,255 - 2
Walnut Creek, CA
TERADYNE, INC.
65 2625 Shadelands Drive - 423 4,347 - 1
Walnut Creek, CA
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Close of Period
----------------------------------------------------------------
Provision for
Portfolio Furniture and Building
Description Repositioning Land Buildings Fixtures Improvements Total
----------- ------------- ------ --------- ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
52 3900 Airline Highway (2,683) 4,374 5,093 - - 9,467
Metairie, LA
53 4500 Tchoupitoulas Street - 3,618 7,023 - - 10,641
New Orleans, LA
KELLEY-CLARKE, INC.
54 6300 Dumbarton Circle - 762 4,193 - 3 4,958
Fremont, CA
PEPSICO, INC.
55 5015 South Water Circle - 244 3,643 - - 3,887
Wichita, KS
TECH DATA CORPORATION
56 3900 William Richardson Drive - 205 6,792 - - 6,997
South Bend, IN
PRIMERICA LIFE INSURANCE COMPANY
57 3120 Breckinridge Blvd. - 1,368 11,955 - - 13,323
Duluth, GA
ARROW ELECTRONICS, INC.
58 3254 Fraser Street - 616 4,006 - - 4,622
Aurora, CO
FLUID SYSTEMS CORPORATION
59 10054 Old Grove Road - 1,344 2,690 - - 4,034
San Diego, CA
NISSAN MOTOR ACCEPTANCE CORPORATION
60 2901 Kinwest Parkway - 1,292 10,010 - 31 11,333
Irving, TX
LEVER BROTHERS COMPANY
61 3501 E. Terra Drive - 1,468 13,430 - - 14,898
O'Fallon, MO
FEDERAL EXPRESS CORPORATION
62 2003 - 2007 Corporate Avenue - 2,590 23,807 - 123 26,520
Memphis, TN
MJD INVESTMENTS, INC.
63 500 Airline Drive - 2,437 18,207 - - 20,644
Coppell, TX
FRESENIUS USA, INC.
64 2637 Shadelands Drive - 609 6,255 - 2 6,866
Walnut Creek, CA
TERADYNE, INC.
65 2625 Shadelands Drive - 423 4,347 - 1 4,771
Walnut Creek, CA
</TABLE>
<TABLE>
<CAPTION>
Depreciable
Accumulated Date Life
Description Depreciation Acquired (Years)
----------- ------------ -------- -----------
<S> <C> <C> <C>
52 3900 Airline Highway 300 1995 40.0
Metairie, LA
53 4500 Tchoupitoulas Street 271 1995 40.0
New Orleans, LA
KELLEY-CLARKE, INC.
54 6300 Dumbarton Circle 162 1995 40.0
Fremont, CA
PEPSICO, INC.
55 5015 South Water Circle 140 1995 40.0
Wichita, KS
TECH DATA CORPORATION
56 3900 William Richardson Drive 234 1995 40.0
South Bend, IN
PRIMERICA LIFE INSURANCE COMPANY
57 3120 Breckinridge Blvd. 361 1995 40.0
Duluth, GA
ARROW ELECTRONICS, INC.
58 3254 Fraser Street 113 1995 40.0
Aurora, CO
FLUID SYSTEMS CORPORATION
59 10054 Old Grove Road 70 1995 40.0
San Diego, CA
NISSAN MOTOR ACCEPTANCE CORPORATION
60 2901 Kinwest Parkway 261 1995 40.0
Irving, TX
LEVER BROTHERS COMPANY
61 3501 E. Terra Drive 322 1996 40.0
O'Fallon, MO
FEDERAL EXPRESS CORPORATION
62 2003 - 2007 Corporate Avenue 471 1996 40.0
Memphis, TN
MJD INVESTMENTS, INC.
63 500 Airline Drive 360 1996 40.0
Coppell, TX
FRESENIUS USA, INC.
64 2637 Shadelands Drive 111 1996 40.0
Walnut Creek, CA
TERADYNE, INC.
65 2625 Shadelands Drive 77 1996 40.0
Walnut Creek, CA
</TABLE>
F-22
<PAGE> 25
TRINET CORPORATE REALTY TRUST, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
---------------------------------------- Costs
Furniture Capitalized
Building and and Subsequent to
Description Encumbrances Land Improvements Fixtures Acquisition
----------- ------------ ------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
LOCKHEED MARTIN CORPORATION
66 935 First Avenue - 1,173 3,519 - -
King of Prussia, PA
LAM RESEARCH CORPORATION
67 1210 California Circle - 4,238 8,601 - -
Milpitas, CA
BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN
68 401 West Michigan Street - 1,945 14,430 - -
Milwaukee, WI
NORTHERN TELECOM, INC.
69 2021 Lakeside Boulevard - 1,226 5,643 - -
Richardson, TX
OLYMPUS AMERICA, INC.
70 Two Corporate Center Drive - 5,216 25,377 - -
Melville, NY
ADIDAS AMERICA, INC.
71 5675 North Blackstock Road - 1,009 17,406 - -
Spartanburg, SC
FRONTIER CORPORATION
72 12110 North Pecos Street - 293 3,356 - -
Westminster, CO
PURE ATRIA CORPORATION
73 18880 Homestead Road 6,067 14,447 - -
Cupertino, CA
GALILEO INTERNATIONAL PARTNERSHIP
74 6901 S. Havana Street - 3,102 15,697 - -
Englewood, CO
LUCENT TECHNOLOGIES, INC.
75 6162 S. Willow Drive - 1,514 14,413 - -
Englewood, CO
------- -------- -------- ------ ------
TOTAL REAL ESTATE $55,013 $119,755 $576,495 $3,124 $4,054
======= ======== ======== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Close of Period
----------------------------------------------------------------
Provision for
Portfolio Furniture and Building
Description Repositioning Land Buildings Fixtures Improvements Total
----------- ------------- ------ --------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
LOCKHEED MARTIN CORPORATION
66 935 First Avenue - 1,173 3,519 - - 4,692
King of Prussia, PA
LAM RESEARCH CORPORATION
67 1210 California Circle - 4,238 8,601 - - 12,839
Milpitas, CA
BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN
68 401 West Michigan Street - 1,945 14,430 - - 16,375
Milwaukee, WI
NORTHERN TELECOM, INC.
69 2021 Lakeside Boulevard - 1,226 5,643 - - 6,869
Richardson, TX
OLYMPUS AMERICA, INC.
70 Two Corporate Center Drive - 5,216 25,377 - - 30,593
Melville, NY
ADIDAS AMERICA, INC.
71 5675 North Blackstock Road - 1,009 17,406 - - 18,415
Spartanburg, SC
FRONTIER CORPORATION
72 12110 North Pecos Street - 293 3,356 - - 3,649
Westminster, CO
PURE ATRIA CORPORATION
73 18880 Homestead Road - 6,067 14,447 - - 20,514
Cupertino, CA
GALILEO INTERNATIONAL PARTNERSHIP
74 6901 S. Havana Street - 3,102 15,697 - - 18,799
Englewood, CO
LUCENT TECHNOLOGIES, INC.
75 6162 S. Willow Drive - 1,514 14,413 - - 15,927
Englewood, CO
------- -------- -------- ------ ------ --------
TOTAL REAL ESTATE $(5,927) $120,084 $572,988 $3,124 $1,321 $697,517
======= ======== ======== ====== ====== ========
</TABLE>
<TABLE>
<CAPTION>
Depreciable
Accumulated Date Life
Description Depreciation Acquired (Years)
----------- ------------ -------- -----------
<S> <C> <C> <C>
LOCKHEED MARTIN CORPORATION
66 935 First Avenue 48 1996 40.0
King of Prussia, PA
LAM RESEARCH CORPORATION
67 1210 California Circle 116 1996 40.0
Milpitas, CA
BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN
68 401 West Michigan Street 195 1996 40.0
Milwaukee, WI
NORTHERN TELECOM, INC.
69 2021 Lakeside Boulevard 41 1996 40.0
Richardson, TX
OLYMPUS AMERICA, INC.
70 Two Corporate Center Drive 185 1996 40.0
Melville, NY
ADIDAS AMERICA, INC.
71 5675 North Blackstock Road 91 1996 40.0
Spartanburg, SC
FRONTIER CORPORATION
72 12110 North Pecos Street 3 1996 40.0
Westminster, CO
PURE ATRIA CORPORATION
73 18880 Homestead Road 15 1996 40.0
Cupertino, CA
GALILEO INTERNATIONAL PARTNERSHIP
74 6901 S. Havana Street 16 1996 40.0
Englewood, CO
LUCENT TECHNOLOGIES, INC.
75 6162 S. Willow Drive 15 1996 40.0
Englewood, CO
-------
TOTAL REAL ESTATE $36,360
=======
</TABLE>
F-23
<PAGE> 26
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO SCHEDULE III
DECEMBER 31, 1996
(in thousands)
1. Reconciliation of Real Estate:
The following table reconciles Real Estate from January 1, 1994 to
December 31, 1996:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance at January 1 ............................................. $ 538,717 $ 377,522 $ 221,477
Additions ........................................................ 222,789 161,195 156,045
Dispositions ..................................................... (58,062) -- --
Provision for portfolio repositioning ............................ (5,927) -- --
--------- --------- ---------
Balance at December 31 ........................................... $ 697,517 $ 538,717 $ 377,522
========= ========= =========
</TABLE>
2. Reconciliation of Accumulated Depreciation:
The following table reconciles Accumulated Depreciation from January 1,
1994 to December 31, 1996:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance at January 1 ............................................. $ 30,260 $ 19,852 $ 13,382
Additions ........................................................ 13,293 10,408 6,470
Dispositions ..................................................... (7,193) -- --
--------- --------- ---------
Balance at December 31 ........................................... $ 36,360 $ 30,260 $ 19,852
========= ========= =========
</TABLE>
F-24
<PAGE> 27
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.
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ A. William Stein
--------------------------------
A. William Stein
Executive Vice President and
Chief Financial Officer
(Authorized Officer of the Registrant
and Principal Financial Officer)
Dated: February 4, 1997
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
TriNet Corporate Realty Trust, Inc. on Form S-3 (File No. 333-19137), Form S-3
(File No. 33-79746), Form S-8 (File No. 33-79748) and Form S-8 (File No.
333-02222) of our report dated January 24, 1997, on our audits of the
consolidated financial statements and financial statement schedule of TriNet
Corporate Realty Trust, Inc. as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996, and which report is
included in this Current Report on Form 8-K.
COOPERS & LYBRAND L.L.P.
San Francisco, California
February 4, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1996 AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FILING ON FORM 8-K CONTAINING THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31,
1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 9,743
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 697,517
<DEPRECIATION> 36,360
<TOTAL-ASSETS> 708,238
<CURRENT-LIABILITIES> 0
<BONDS> 306,931
0
33
<COMMON> 139
<OTHER-SE> 365,876
<TOTAL-LIABILITY-AND-EQUITY> 708,238
<SALES> 75,252
<TOTAL-REVENUES> 76,824
<CGS> 0
<TOTAL-COSTS> 2,867
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,768
<INCOME-PRETAX> 31,642
<INCOME-TAX> 0
<INCOME-CONTINUING> 31,642
<DISCONTINUED> 0
<EXTRAORDINARY> 987
<CHANGES> 0
<NET-INCOME> 32,629
<EPS-PRIMARY> 2.09
<EPS-DILUTED> 0
</TABLE>
