<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, 1998 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________to________.
Commission File Number 1-13102
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
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<S> <C>
Maryland 36-3935116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
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(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of exchange on which registered)
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<S><C>
9 1/2% SERIES A CUMULATIVE PREFERRED STOCK
DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8 3/4% SERIES B CUMULATIVE PREFERRED STOCK
DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8 5/8% SERIES C CUMULATIVE PREFERRED STOCK
DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.95% SERIES D CUMULATIVE PREFERRED STOCK
DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.90% SERIES E CUMULATIVE PREFERRED STOCK
</TABLE>
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting and non-voting stock held by
non-affiliates of the Registrant was approximately $768.9 million based on the
closing price on the New York Stock Exchange for such stock on March 12, 1999.
At March 12, 1999, 38,019,898 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Registrant's
definitive proxy statement to be filed with respect to the Annual Meeting of
Stockholders to be held on May 12, 1999.
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FIRST INDUSTRIAL REALTY TRUST, INC.
TABLE OF CONTENTS
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PAGE
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PART I.
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Item 1. Business.......................................................................................3
Item 2. The Properties.................................................................................7
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........................................................................28
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..........31
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.....................................43
Item 8. Financial Statements and Supplementary Data....................................................44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures..........44
PART III.
Item 10. Directors and Executive Officers of the Registrant.............................................44
Item 11. Executive Compensation.........................................................................44
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................44
Item 13. Certain Relationships and Related Transactions.................................................44
PART IV.
Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K...........45
SIGNATURES................................................................................................51
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1
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This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. First Industrial Realty
Trust, Inc. (the "Company") intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with those safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Company, are generally
identifiable by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions. The Company's ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on the operations
and future prospects of the Company on a consolidated basis include, but are not
limited to, changes in: economic conditions generally and the real estate market
specifically, legislative/regulatory changes (including changes to laws
governing the taxation of REITs), availability of capital, interest rates,
competition, supply and demand for industrial properties in the Company's
current and proposed market areas, general accounting principles, policies and
guidelines applicable to REITs and status of Year 2000 compliance. These risks
and uncertainties should be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. Further information
concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included herein and in the
Company's other filings with the Securities and Exchange Commission.
2
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PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial Realty Trust, Inc. is a Maryland corporation organized
on August 10, 1993, and is a real estate investment trust ("REIT") under
Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
"Code"). First Industrial Realty Trust, Inc. and its subsidiary partnerships
(the "Company") is a self-administered and fully integrated real estate company
which owns, manages, acquires, sells and develops industrial real estate. The
Company completed its initial public offering in June 1994 (the "Initial
Offering"). Upon consummation of the Initial Offering, the Company owned 226
industrial properties which contained an aggregate of 17.4 million square feet
of gross leasable area ("GLA"). As of December 31, 1998, the Company's portfolio
consisted of 551 in-service light industrial properties, 160 R&D/flex
properties, 152 bulk warehouse, 72 regional warehouse and 52 manufacturing
properties containing approximately 69.3 million square feet of GLA located in
25 states.
The Company's interests in its properties and land parcels are held
through partnerships controlled by the Company, including First Industrial, L.P.
(the "Operating Partnership"), of which the Company is the sole general partner,
as well as, among others, First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage
Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First
Industrial Development Services, L.P. and TK-SV, LTD., of which the sole general
partner of each is a wholly-owned subsidiary of the Company, and the sole
limited partner of each is the Operating Partnership, as well as limited
liability companies (the "L.L.C.'s") of which the Operating Partnership is the
sole member. The Company is also the majority stockholder of First Industrial
Enterprises of Michigan and FR Development Services, Inc. The Company, through
wholly-owned limited liability companies of which the Operating Partnership is
the sole member, also owns a 10% equity interest in, and provides asset and
property management services to, a joint venture which invests in industrial
properties.
The Company utilizes an operating approach which combines the
effectiveness of decentralized, locally based property management, acquisition,
sales and development functions with the cost efficiencies of centralized
acquisition, sales and development support, capital markets expertise, asset
management and fiscal control systems. At March 12, 1999, the Company had 256
employees.
The Company has grown and will seek to continue to grow through the
acquisition of additional industrial properties and businesses, through the
development of industrial properties and through joint venture relationships
with institutional partners to invest in industrial properties.
BUSINESS OBJECTIVES AND GROWTH PLANS
The Company's fundamental business objective is to maximize the total
return to its stockholders through increases in per share distributions and
increases in the value of the Company's properties and operations. The Company's
growth plan includes the following elements:
o Internal Growth. The Company seeks to grow internally by (i) increasing
revenues by renewing or re-leasing spaces subject to expiring leases at
higher rental levels; (ii) increasing occupancy levels at properties
where vacancies exist and maintaining occupancy elsewhere; (iii)
controlling and minimizing property operating and general and
administrative expenses; (iv) renovating existing properties; and (v)
increasing ancillary revenues from non-real estate sources.
o External Growth. The Company seeks to grow externally through (i) the
acquisition of portfolios of industrial properties, industrial property
businesses or individual properties which meet the Company's investment
parameters; (ii) the development of industrial properties; (iii) the
expansion of its properties; and (iv) investments in industrial
properties through joint venture relationships with institutional
partners.
3
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BUSINESS STRATEGIES
The Company utilizes the following seven strategies in connection with
the operation of its business:
o Organization Strategy. The Company implements its decentralized
property operations strategy through the use of experienced regional
management teams and local property managers. Each operating region is
headed by a managing director, who is a senior executive officer of,
and has an equity interest in, the Company. The Company provides
acquisition, development and financing assistance, asset management
oversight and financial reporting functions from its headquarters in
Chicago, Illinois to support its regional operations. The Company
believes the size of its portfolio enables it to realize operating
efficiencies by spreading overhead over many properties and by
negotiating quantity purchasing discounts.
o Market Strategy. The Company invests mainly in markets where it can
achieve size and economies of scale. Based on the size of its
portfolios in its current markets, which as of December 31, 1998
averaged approximately 2.2 million square feet per market, and the
experience of its managing directors, the Company believes that it has
sufficient market presence and resources to compete effectively. As of
December 31, 1998, the Company owned portfolios in the metropolitan
areas of Atlanta, Georgia; Baltimore, Maryland; Baton Rouge, Louisiana;
Chicago, Illinois; Cincinnati, Ohio; Cleveland, Ohio; Columbus, Ohio;
Dallas, Texas; Dayton, Ohio; Denver, Colorado; Des Moines, Iowa;
Detroit, Michigan; Grand Rapids, Michigan; Hartford, Connecticut;
Houston, Texas; Indianapolis, Indiana; Louisville, Kentucky; Milwaukee,
Wisconsin; Minneapolis/St. Paul, Minnesota; Nashville, Tennessee; New
Orleans, Louisiana; Philadelphia, Pennsylvania; Phoenix, Arizona;
Portland, Oregon; Salt Lake City, Utah; St. Louis, Missouri and Tampa,
Florida, as well as the regional areas of Central Pennsylvania, Long
Island, New York and New Jersey.
o Leasing and Marketing Strategy. The Company has an operational
management strategy designed to enhance tenant satisfaction and
portfolio performance. The Company pursues an active leasing strategy,
which includes aggressively marketing available space, renewing
existing leases at higher rents per square foot and seeking leases
which provide for the pass-through of property-related expenses to the
tenant. The Company also has local and national marketing programs
which focus on the business and brokerage communities and national
tenants.
o Acquisition Strategy. The Company's acquisition strategy is to acquire
properties in its current markets to capitalize on local market
expertise and maximize operating effectiveness and efficiencies.
o Development Strategy. Of the 987 properties in the Company's portfolio
at December 31, 1998, 226 have been developed by either the Company or
its former management. The Company will continue to leverage the
development capabilities of its management, many of whom are leading
developers in their respective markets. In 1996, the Company formed
First Industrial Development Services, L.P. to focus on development
activities.
o Disposition Strategy. The Company continually evaluates local market
conditions and property-related factors and is actively considering
disposition of select assets.
o Financing Strategy. The Company believes that the size of its
portfolio, the diversity of its properties and tenants and the
financial strength of the Company allow it access to the public capital
markets which are not generally available to smaller, less diversified
property owners because of the portfolio size and diversity
requirements.
RECENT DEVELOPMENTS
In 1998, the Company acquired or completed development of 259
properties, two expansions and several parcels of land for a total estimated
investment of approximately $623.7 million (approximately $49.4 million of which
was issued as limited partnership interests in the Operating Partnership
("Units")). The Company also sold 41 in-service properties and several parcels
of land for approximately $99.9 million of gross proceeds. The Company expanded
its in-service portfolio 22.4% from December 31, 1997 to December 31, 1998. At
December 31, 1998, the Company owned 987 in-service properties containing
approximately 69.3 million square feet of GLA.
The Company paid off and retired its $300.0 million mortgage loan on
January 2, 1998.
4
<PAGE> 6
During 1998, the Company, through the Operating Partnership, issued
$300.0 million of senior unsecured debt with maturity dates ranging from 2011 to
2028.
On February 4, 1998, the Company issued 5,000,000 depositary shares,
representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D
Cumulative Preferred Stock, at an initial offering price of $25 per depositary
share, which resulted in gross proceeds of $125.0 million. On March 18, 1998,
the Company issued 3,000,000 depositary shares, representing 1/100th of a share
of the Company's 7.90%, $.01 par value, Series E Preferred Stock, at an initial
offering price of $25 per depositary share which resulted in gross proceeds of
$75.0 million.
On April 23, 1998, the Company issued 1,112,644 shares of $.01 par
value common stock at an initial offering price of $32.625 per share which
resulted in gross proceeds of $36.3 million. In 1998, the Operating Partnership
issued, in the aggregate, 1,515,983 Units valued at approximately $49.4 million.
On September 28, 1998, the Company, through a wholly-owned limited
liability company in which the Operating Partnership is the sole member, entered
into a joint venture arrangement (the "September 1998 Joint Venture") with an
institutional investor to invest in industrial properties. The Company, through
wholly-owned limited liability companies 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. As of December 31, 1998, the September 1998 Joint Venture owned 130
industrial properties comprising approximately 6.3 million square feet of GLA.
During the period January 1, 1999 through March 12, 1999, the Company
acquired or completed development of four industrial properties and one land
parcel for a total estimated investment of approximately $28.0 million. The
Company also sold seven industrial properties for approximately $12.5 million of
gross proceeds.
FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES
The Company has an active acquisition and development program through
which it is continually engaged in identifying, negotiating and consummating
portfolio and individual industrial property acquisitions and developments. As a
result, the Company is currently engaged in negotiations relating to the
possible acquisitions and developments of certain industrial properties located
in the Company's current markets.
The Company also 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. As a result, the
Company is currently engaged in negotiations relating to the possible sales of
certain industrial properties in the Company's current portfolio.
When evaluating potential industrial property acquisitions and
developments, as well as potential industrial property sales, the Company will
consider such factors as: (i) the geographic area and type of property; (ii) the
location, construction quality, condition and design of the property; (iii) the
potential for capital appreciation of the property; (iv) the ability of the
Company to improve the property's performance through renovation; (v) the terms
of tenant leases, including the potential for rent increases; (vi) the potential
for economic growth and the tax and regulatory environment of the area in which
the property is located; (vii) the potential for expansion of the physical
layout of the property and/or the number of sites; (viii) the occupancy and
demand by tenants for properties of a similar type in the vicinity; and (ix)
competition from existing properties and the potential for the construction of
new properties in the area.
5
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INDUSTRY
Industrial properties are typically used for the design, assembly,
packaging, storage and distribution of goods and/or the provision of services.
As a result, the demand for industrial space in the United States is related to
the level of economic output. Historically, occupancy rates for industrial
property in the United States have been higher than those for other types of
commercial property. The Company believes that the higher occupancy rate in the
industrial property sector is a result of the construction-on-demand nature of,
and the comparatively short development time required for, industrial property.
For the five years ended December 31, 1998, the occupancy rates for industrial
properties in the United States have ranged from 91.6% to 93.1%, with an
occupancy rate of 91.8% at December 31, 1998.
6
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ITEM 2. THE PROPERTIES
GENERAL
At December 31, 1998, First Industrial owned 987 in-service properties
containing approximately 69.3 million square feet of GLA in 25 states, with a
diverse base of more than 3,000 tenants engaged in a wide variety of businesses,
including manufacturing, retailing, 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 median age of the properties as of December 31, 1998 was
approximately 15 years.
The Company classifies its Properties into five industrial categories:
Light industrial, R&D/flex, bulk warehouse, regional warehouse and
manufacturing. While some properties may have characteristics which fall under
more than one property type, the Company uses what it feels is the most
dominating characteristic to categorize the property.
7
<PAGE> 9
Each of the properties is wholly owned by the Company. The following
tables summarize certain information as of December 31, 1998 with respect to the
Company's properties. Information in the tables excludes properties under
development at December 31, 1998.
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PROPERTY SUMMARY
Light Industrial R&D/ FLEX Bulk Warehouse Regional Warehouse Manufacturing
------------------- ------------------ ------------------ -------------------- --------------------
Number of Number of Number of Number of Number of
Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- ----------------- -------- --------- -------- --------- ------- --------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta 458,841 8 153,508 4 2,860,554 11 255,846 3 596,750 5
Baltimore 591,546 9 78,421 1 171,000 1 - - - -
Baton Rouge 116,347 3 - - 108,800 1 - - - -
Central
Pennsylvania 511,270 7 288,938 6 3,265,006 13 117,579 3 - -
Chicago 1,650,819 28 214,900 5 3,734,145 18 87,548 2 1,392,592 7
Cincinnati 445,595 7 - - 800,080 3 - - 570,000 1
Cleveland 201,116 6 102,500 1 - - 51,525 1 - -
Columbus 56,849 1 217,612 2 1,653,534 4 - - 255,470 1
Dallas 753,653 21 118,618 4 698,543 4 65,700 1 224,984 2
Dayton 322,746 6 20,000 1 - - - - - -
Denver 1,887,857 46 1,856,512 48 202,939 2 301,131 5 - -
Des Moines 129,072 4 - - 879,043 5 88,000 1 - -
Detroit 2,918,510 106 689,184 23 2,486,937 14 843,846 19 17,240 1
Grand Rapids 594,816 12 10,000 1 2,259,355 12 - - 445,250 2
Hartford 441,800 10 - - 143,391 1 - - 84,000 1
Houston 484,981 7 95,073 1 1,521,877 11 372,585 5 - -
Indianapolis 727,980 16 62,200 5 3,083,818 12 211,360 6 54,000 1
Long Island 2,080,694 40 560,460 4 1,358,593 8 162,871 3 62,898 1
Louisville - - - - 532,400 1 - - - -
Milwaukee 347,259 7 37,765 1 - - 39,800 1 507,468 2
Minneapolis/St.
Paul 1,355,410 25 805,494 12 976,594 4 612,972 6 1,676,124 18
Nashville 334,063 7 - - 1,336,037 7 - - 109,058 1
N. New Jersey 1,071,825 34 349,146 10 264,426 2 192,153 3 - -
New Orleans 342,287 9 169,801 5 - - 40,500 1 - -
Philadelphia 253,810 11 117,873 3 110,000 1 46,750 1 56,827 2
Phoenix 87,462 2 99,418 1 174,854 1 261,156 3 - -
Portland 809,706 34 53,021 2 - - - - - -
Salt Lake City 590,853 40 91,152 5 - - - - - -
S. New Jersey 948,723 23 - - 321,406 2 129,971 2 22,738 1
St. Louis 540,180 11 - - 834,158 6 - - - -
Tampa 350,741 10 331,098 15 213,744 2 243,840 5 - -
Other (a) 25,254 1 - - 710,755 6 50,000 1 346,103 6
---------- ------- --------- ------- ----------- ----- ---------- ------ --------- ----
Total 21,432,065 551 6,522,694 160 30,701,989 152 4,175,133 72 6,421,502 52
========== ======= ========= ======= =========== ===== ========== ====== ========= ====
</TABLE>
(a) Properties are located in Denton and Abilene, Texas; Wichita,
Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin; Shreveport, Louisiana
and Clarion, Iowa.
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PROPERTY SUMMARY TOTALS
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TOTALS
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GLA AS A % OF
NUMBER OF AVERAGE OCCUPANCY TOTAL
METROPOLITAN AREA GLA PROPERTIES AT 12/31/98 PORTFOLIO
- ------------------------- -------------- ----------------- -------------------- ---------------
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Atlanta 4,325,499 31 95% 6.2%
Baltimore 840,967 11 99% 1.2%
Baton Rouge 225,147 4 97% 0.3%
Central Pennsylvania 4,182,793 29 93% 6.0%
Chicago 7,080,004 60 95% 10.3%
Cincinnati 1,815,675 11 98% 2.6%
Cleveland 355,141 8 99% 0.5%
Columbus 2,183,465 8 98% 3.2%
Dallas 1,861,498 32 96% 2.7%
Dayton 342,746 7 96% 0.5%
Denver 4,248,439 101 97% 6.1%
Des Moines 1,096,115 10 99% 1.6%
Detroit 6,955,717 163 95% 10.1%
Grand Rapids 3,309,421 27 99% 4.8%
Hartford 669,191 12 94% 1.0%
Houston 2,474,516 24 92% 3.6%
Indianapolis 4,139,358 40 95% 6.0%
Long Island 4,225,516 56 93% 6.1%
Louisville 532,400 1 100% 0.8%
Milwaukee 932,292 11 100% 1.3%
Minneapolis/St. Paul 5,426,594 65 96% 7.8%
Nashville 1,779,158 15 99% 2.6%
N. New Jersey 1,877,550 49 86% 2.7%
New Orleans 552,588 15 93% 0.8%
Philadelphia 585,260 18 89% 0.8%
Phoenix 622,890 7 88% 0.9%
Portland 862,727 36 98% 1.2%
Salt Lake City 682,005 45 87% 1.0%
S. New Jersey 1,422,838 28 96% 2.1%
St. Louis 1,374,338 17 83% 2.0%
Tampa 1,139,423 32 94% 1.6%
Other (a) 1,132,112 14 96% 1.6%
-------------- ----------------- -------------------- ---------------
Total or Average 69,253,383 987 95% 100.0%
============== ================= ==================== ===============
</TABLE>
(a) Properties are located in Denton and Abilene, Texas; Wichita,
Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin; Shreveport, Louisiana
and Clarion, Iowa.
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Property Acquisition Activity
During 1998, the Company completed 46 separate industrial property
acquisition transactions totaling approximately 12.3 million square feet of GLA
at a total purchase price of approximately $491.5 million, or $40.06 per square
foot. The Company also purchased one property for redevelopment and numerous
land parcels for an aggregate purchase price of approximately $46.3 million. The
247 industrial properties acquired have the following characteristics:
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<CAPTION>
NUMBER OF OCCUPANCYAT
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE 12/31/98 ACQUISITION DATE
---------------------------------------- ---------- --------------------------------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
Chicago, IL 1 53,500 Light Industrial 100% January 9, 1998
Chicago, IL 6 353,048 Light Industrial/Bulk Warehouse/ 88% January 12, 1998
Regional Warehouse/R&D Flex
Minneapolis, MN 4 318,013 Manufacturing 90% January 15, 1998
Chicago, IL 1 288,000 Bulk Warehouse 100% January 16, 1998
Salt Lake City, UT 9 183,772 Light Industrial/R&D Flex 84% January 28, 1998
Denver, CO 10 448,186 R&D Flex 100% January 29, 1998
Chicago, IL 4 309,386 Light Industrial/Bulk Warehouse 82% January 30, 1998
Cincinnati, OH 1 69,220 Light Industrial 100% February 11, 1998
Long Island, NY 1 42,700 Light Industrial 100% March 3, 1998
Indianapolis, IN 1 181,950 Bulk Warehouse 100% March 4, 1998
Philadelphia, PA 16 534,360 Light Industrial/Bulk Warehouse/ 89% March 12, 1998
Regional Warehouse/R&D Flex
/Manufacturing
Grand Rapids, MI 2 75,200 Light Industrial 100% March 12, 1998
Chicago, IL 1 200,000 Manufacturing 100% March 17, 1998
Columbus, OH 2 217,612 R&D Flex 100% March 17, 1998
Long Island, NY 1 60,000 Light Industrial 100% March 23, 1998
Detroit, MI 1 66,132 Regional Warehouse 100% March 24, 1998
Detroit, MI 7 382,063 Light Industrial/Bulk Warehouse/ 100% March 25, 1998
R&D Flex
Atlanta, GA 1 123,808 Bulk Warehouse 100% March 27, 1998
Grand Rapids, MI 1 423,230 Bulk Warehouse 100% March 31, 1998
Long Island, NY 1 99,600 Light Industrial 100% April 1, 1998
Hartford, CT 11 525,800 Light Industrial/Manufacturing 98% April 1, 1998
Long Island, NY 1 325,000 Bulk Warehouse 100% April 1, 1998
Des Moines, IA 3 75,072 Light Industrial 92% April 1, 1998
Detroit, MI 39 856,910 Light Industrial/Manufacturing/ 92% April 3, 1998
R&D Flex/Regional Warehouse
Southern New Jersey (a) 29 1,531,588 Light Industrial/Bulk Warehouse/ 96% April 6, 1998
Manufacturing/Regional Warehouse
Chicago, IL 1 284,135 Bulk Warehouse 100% April 9, 1998
Denver, CO 1 102,839 Bulk Warehouse 100% April 14, 1998
Columbus, OH 1 300,200 Bulk Warehouse 100% April 14, 1998
Baltimore, MD 11 840,967 Light Industrial/R&D Flex 99% April 15, 1998
Chicago, IL 1 56,400 Light Industrial 100% May 14, 1998
Tampa, FL (b) 9 135,662 Light Industrial/R&D Flex N/A May 20, 1998
Detroit, MI (b) 5 147,725 R&D Flex N/A May 20, 1998
Des Moines, IA 1 88,000 Regional Warehouse 100% June 10, 1998
Chicago, IL (b) 1 191,145 Light Industrial N/A June 10, 1998
Denver, CO 1 292,471 Light Industrial 100% June 23, 1998
Chicago, IL (b) 1 84,760 Light Industrial N/A June 30, 1998
Atlanta, GA (b) 3 347,056 Light Industrial/Bulk Warehouse/ N/A July 7, 1998
Regional Warehouse
Tampa, FL 1 44,427 R&D Flex 100% July 16, 1998
Chicago, IL (b) 1 200,000 Bulk Warehouse N/A July 24, 1998
Phoenix, AZ 2 87,462 Light Industrial 60% August 14, 1998
Long Island, NY (b) 1 50,338 Light Industrial N/A August 18, 1998
Portland, OR 36 856,516 Light Industrial/R&D Flex 98% August 31, 1998
Philadelphia, PA 2 50,900 Light Industrial 88% September 30, 1998
Long Island, NY 1 52,329 Light Industrial 54% October 21, 1998
Dayton, OH 1 20,000 R&D Flex 100% October 30, 1998
Dallas, TX 12 291,168 Light Industrial/R&D Flex 99% November 4, 1998
---------- ------------
Total 247 12,268,650
========== ============
</TABLE>
(a) One property comprising 109,771 square feet was sold on April
6, 1998
(b) Properties were sold to the September 1998 Joint Venture
(hereinafter defined) in the fourth quarter of 1998
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PROPERTY DEVELOPMENT ACTIVITY
During 1998, the Company placed in-service 12 developments and two
expansions totaling approximately 2.6 million square feet of GLA at a total cost
of approximately $85.9 million, or $33.13 per square foot. The developed
properties have the following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/98 COMPLETION DATE
- ---------------------------- ----------- ------------------ ------------------- ----------------------
<S> <C> <C> <C> <C>
Detroit, MI (a) 70,000 Light Industrial 100% February 1, 1998
Milwaukee, WI 466,301 Manufacturing 100% March 2, 1998
Jefferson, IN 532,400 Bulk Warehouse 100% May 1, 1998
Detroit, MI 268,800 Bulk Warehouse 100% June 22, 1998
Detroit, MI 77,508 Light Industrial 100% June 26, 1998
Hartford, CT 143,391 Bulk Warehouse 80% July 1, 1998
Tampa, FL 21,778 Light Industrial 100% September 1, 1998
Cincinnati, OH 112,500 Bulk Warehouse 79% September 15, 1998
Long Island, NY 215,000 Light Industrial 82% September 24, 1998
Indianapolis, IN 60,000 Bulk Warehouse 100% September 30, 1998
Central, PA 242,824 Bulk Warehouse 100% September 30, 1998
Atlanta, GA 180,000 Bulk Warehouse 100% October 1, 1998
Central PA (a) 101,620 Light industrial 100% October 1, 1998
Indianapolis, IN 100,000 Bulk Warehouse 100% November 1, 1998
-----------
Total 2,592,122
===========
</TABLE>
(a) Expansion.
At December 31, 1998, the Company had 20 projects under development,
with an estimated completion GLA of 2.5 million square feet and an estimated
completion cost of approximately $101.9 million.
PROPERTY SALES
During 1998, the Company sold 41 in-service properties totaling
approximately 2.0 million square feet of GLA and several land parcels. Total
gross sales proceeds approximated $99.9 million. The in-service properties sold
have the following characteristics:
<TABLE>
<CAPTION>
METROPOLITAN AREA GLA PROPERTY TYPE SALE DATE
- ----------------------------- ---------------- ------------------------- -------------------------
<S> <C> <C> <C>
Livonia, MI 38,500 Light Industrial January 7, 1998
Reading, PA 100,000 Bulk Warehouse March 5, 1998
Allentown, PA 101,750 Light Industrial March 5, 1998
Allentown, PA 43,425 Light Industrial March 5, 1998
Reading, PA 69,190 Bulk Warehouse March 5, 1998
Lebanon, PA 88,400 Bulk Warehouse March 11, 1998
Cherry Hill, NJ 109,771 Bulk Warehouse April 6, 1998
Byron, MI 16,000 Light Industrial July 21, 1998
Madison Heights, MI 29,550 Light Industrial July 30, 1998
Chicago, IL 80,400 Light Industrial September 2, 1998
Denver, CO 43,720 R&D Flex September 8, 1998
Chicago, IL (a) 200,000 Bulk Warehouse October 6, 1998
Chicago, IL (a) 191,145 Light Industrial October 6, 1998
Detroit, MI (a) 147,725 R&D Flex November 5, 1998
Long Island, NY (a) 50,338 Light Industrial November 19, 1998
Chicago, IL (a) 84,760 Light Industrial November 19, 1998
Atlanta, GA (a) 347,056 Light Industrial/ November 19, 1998
Bulk Warehouse/
Regional Warehouse
Tampa, FL (a) 135,662 Light Industrial/ November 19, 1998
R&D Flex
Englewood, CO 64,733 Light Industrial December 11, 1998
Farmington Hills, MI 7,306 Light Industrial December 15, 1998
Hamilton, NJ 37,406 Light Industrial December 30, 1998
Olivette, MO 31,500 Manufacturing December 30, 1998
Denver, CO 28,600 Light Industrial December 31, 1998
----------------
Total 2,046,937
================
</TABLE>
(a) Properties were sold to the September 1998 Joint Venture (hereinafter
defined)
11
<PAGE> 13
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END
During the period January 1, 1999 through March 12, 1999, the
Company acquired or completed development of four industrial properties and one
land parcel for a total estimated investment of approximately $28.0 million. The
Company also sold seven industrial properties for approximately $12.5 million of
gross proceeds.
12
<PAGE> 14
DETAIL PROPERTY LISTING
The following table lists all of the Company's properties as of
December 31, 1998, by geographic market area.
<TABLE>
<CAPTION>
PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
ATLANTA
- -------
<S> <C> <C> <C> <C> <C> <C> <C>
4250 River Green Parkway Duluth, GA (b) 1988 R&D/Flex 2.14 28,942 100%
3400 Corporate Parkway Duluth, GA (b) 1987 Light Industrial 3.73 59,959 100%
3450 Corporate Parkway Duluth, GA (b) 1988 R&D/Flex 2.38 37,346 66%
3500 Corporate Parkway Duluth, GA (b) 1991 R&D/Flex 2.80 44,242 100%
3425 Corporate Parkway Duluth, GA (b) 1990 R&D/Flex 3.49 42,978 100%
1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100%
415 Industrial Park Road Cartersville, GA 1986 Manufacturing 9.27 119,657 100%
434 Industrial Park Road Cartersville, GA 1988 Manufacturing 8.07 57,493 100%
435 Industrial Park Road Cartersville, GA 1986 Reg. Warehouse 8.03 71,000 100%
14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100%
801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,090 100%
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 80%
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 1,040,276 100%
370 Great Southwest Pkway (n) Atlanta, GA 1986 Light Industrial 8.06 150,536 80%
3495 Bankhead Highway (n) 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%
---------- -------
SUBTOTAL OR AVERAGE 4,325,499 95%
---------- -------
BALTIMORE
- ---------
3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,400 100%
1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100%
1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 100%
1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100%
1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100%
1820 Portal Baltimore, MD (i) 1982 Bulk Warehouse 6.55 171,000 100%
6615 Tributary Baltimore, MD 1987 Light Industrial 4.36 65,860 100%
7340 Executive Frederick, MD 1988 R&D/Flex 9.38 78,421 100%
4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 100%
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 89%
---------- -------
SUBTOTAL OR AVERAGE 840,967 99%
---------- -------
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 81%
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 97%
---------- -------
CENTRAL PENNSYLVANIA
- --------------------
1214-B Freedom Road Cranberry, PA 1982 Reg. Warehouse 5.99 32,779 100%
401 Russell Drive Middletown, PA 1990 Reg. Warehouse 5.20 52,800 100%
2700 Commerce Drive Middletown, PA 1990 Reg. Warehouse 3.60 32,000 100%
2701 Commerce Drive Middletown, PA 1989 Light Industrial 6.40 48,000 100%
2780 Commerce Drive Middletown, PA 1989 Light Industrial 2.00 21,600 100%
5035 Ritter Road Mechanicsburg, PA 1988 R&D/Flex 5.50 56,556 100%
5070-B Ritter Road (n) Mechanicsburg, PA 1989 Light Industrial 5.20 60,000 100%
6340 Flank Drive Harrisburg, PA 1988 Light Industrial 6.70 68,200 71%
6345 Flank Drive Harrisburg, PA 1989 R&D/Flex 7.00 69,443 87%
6360 Flank Drive Harrisburg, PA 1988 R&D/Flex 5.30 46,500 81%
6380 Flank Drive Harrisburg, PA 1991 R&D/Flex 3.70 32,000 100%
6400 Flank Drive Harrisburg, PA 1992 R&D/Flex 5.30 52,439 100%
</TABLE>
13
<PAGE> 15
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
CENTRAL PENNSYLVANIA (CONT.)
- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6405 Flank Drive Harrisburg, PA 1991 R&D/Flex 5.96 32,000 100%
7125 Grayson Road Harrisburg, PA 1991 Bulk Warehouse 17.17 300,000 100%
7253 Grayson Road Harrisburg, PA 1990 Bulk Warehouse 12.42 196,000 81%
5020 Louise Drive Mechanicsburg, PA (a) 1995 Light Industrial 5.06 49,350 100%
7195 Grayson Road Harrisburg, PA (a) 1994 Bulk Warehouse 6.02 100,000 100%
400 First Street Middletown, PA 1963/96 Bulk Warehouse 14.88 167,500 100%
401 First Street Middletown, PA 1963/96 Bulk Warehouse 43.55 490,140 100%
500 Industrial Lane Middletown, PA 1970/96 Bulk Warehouse 10.29 115,890 100%
600 Hunter Lane Middletown, PA 1996 Bulk Warehouse 14.77 216,387 100%
300 Hunter Lane Middletown, PA 1996 Bulk Warehouse 16.71 321,333 100%
Fruehauf Building #6 Middletown, PA 1998 Bulk Warehouse 0.00 242,824 100%
3380 Susquehanna Trail North York, PA 1990 Bulk Warehouse 10.00 112,500 100%
495 East Locust Lane York, PA 1993 Bulk Warehouse 15.00 200,000 100%
350 Old Silver Spring Road Mechanicsburg, PA 1968 Light Industrial 20.00 264,120 100%
4500 Westport Drive Mechanicsburg, PA 1996 Bulk Warehouse 11.20 178,600 100%
41 Weaver Road Denver, PA 1974 Bulk Warehouse 85.00 623,832 66%
---------- -------
SUBTOTAL OR AVERAGE 4,182,793 93%
---------- -------
CHICAGO
- -------
720-730 Landwehr Road Northbrook, IL (b) 1978 Light Industrial 4.29 66,912 100%
3170-3190 MacArthur Blvd. Northbrook, IL (b) 1978 Light Industrial 2.14 41,822 100%
20W201 101st Street Lemont, IL (b) 1988 Bulk Warehouse 8.72 160,200 100%
280-296 Palatine Road Wheeling, IL (b) 1978 Bulk Warehouse 4.67 90,387 90%
1330 West 43rd Street Chicago, IL 1977 Bulk Warehouse 4.25 109,728 100%
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 62%
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 81%
3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100%
3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 67,058 100%
736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,520 100%
5310-5352 East Avenue Countryside, IL 1975 Light Industrial 4.77 88,042 100%
12330-12358 South LaTrobe Alsip, IL 1975 Light Industrial 3.71 85,390 92%
480 East 14th St. Chicago Heights, IL 1958 Bulk Warehouse 11.66 285,000 100%
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 91%
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 77,031 100%
3150-3160 MacArthur Blvd. Northbrook, IL (a) 1978 Light Industrial 2.14 41,820 100%
2101-2125 Gardner Road Broadview, IL (a) 1950/69 Manufacturing 9.98 323,425 100%
365 North Avenue Carol Stream, IL (a) 1969 Bulk Warehouse 28.65 225,000 100%
2942 MacArthur Boulevard Northbrook, IL (a) 1979 R&D/Flex 3.12 49,730 100%
7200 S. Leamington Bedford Park, IL 1950 Bulk Warehouse 12.24 310,752 100%
12301-12325 S. Laramie Avenue Alsip, IL 1975 Bulk Warehouse 8.83 204,586 100%
6300 West Howard Street 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 6.40 151,436 100%
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%
405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100%
2201 Lunt Elk Grove Village, IL 1963 Bulk Warehouse 7.98 212,040 85%
1010-50 Sesame Street Bensenville, IL (f) 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 (n) Chicago, IL 1968 Light Industrial 8.66 74,685 100%
3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100%
7301 South Hamlin Chicago, IL 1975/86 Light Industrial 1.49 56,017 100%
7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 99%
3900 West 74th Street Chicago, IL 1975/86 Reg. Warehouse 2.13 66,000 100%
7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 145,714 0%
396 Fenton Lane West Chicago, IL 1987 R&D/Flex 2.74 36,480 100%
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 61%
1275 Roosevelt Road West Chicago, IL 1986 R&D/Flex 5.50 54,660 85%
385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 182,000 100%
505 Wegner Drive West Chicago, IL 1988 Reg. Warehouse 1.92 21,548 0%
335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100%
10435 Seymour Avenue Franklin Park, IL 1967 Light Industrial 1.85 53,500 100%
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
CHICAGO (CONT.)
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 33%
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 60,008 73%
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 7,080,004 95%
---------- -------
CINCINNATI
- ----------
9900-9970 Princeton Cincinnati, OH (c) 1970 Bulk Warehouse 10.64 185,580 98%
2940 Highland Avenue Cincinnati, OH (c) 1969/74 Bulk Warehouse 17.08 502,000 100%
4700-4750 Creek Road Blue Ash, OH (c) 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 70%
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%
7600 Empire Drive Florence, KY 1964 Manufacturing 38.73 570,000 100%
12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 86%
901 Pleasant Valley Drive Springboro, OH 1984 Light Industrial 7.70 69,220 100%
---------- -------
SUBTOTAL OR AVERAGE 1,815,675 98%
---------- -------
CLEVELAND
- ---------
6675 Parkland Boulevard Salon, OH 1991 R&D/Flex 10.41 102,500 100%
21510-21600 Alexander Rd. (o) Oakwood, OH 1985 Light Industrial 5.70 106,721 98%
5405 & 5505 Valley Belt Rd.(n) 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 AVERAGE 355,141 99%
---------- -------
COLUMBUS
- --------
6911 Americana Parkway Columbus, OH 1980 Light Industrial 4.05 56,849 78%
3800 Lockbourne Industrial Pky Columbus, OH 1986 Bulk Warehouse 43.60 404,734 100%
3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 22.13 705,600 100%
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 88%
4300 Cemetery Road Hilliard, OH 1968 Manufacturing 62.71 255,470 100%
4115 Leap Road (n) 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 2,183,465 98%
---------- -------
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 (o) 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 60,000 100%
816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 0%
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%
7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,000 100%
7370 Dogwood Park Richland Hills, TX (m) 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 92%
7450-70 Dogwood Park Richland Hills, TX (m) 1985 Light Industrial 0.88 18,000 100%
7423-49 Airport Freeway Richland Hills, TX (m) 1985 R&D/Flex 2.39 33,810 100%
7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 21,750 100%
---------- -------
SUBTOTAL OR AVERAGE 1,861,498 96%
---------- -------
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 79%
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
DAYTON (CONT.)
- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100%
6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 100%
2200-2224 Sandridge Road Moriane, OH 1983 Light Industrial 2.96 58,746 100%
8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 100%
---------- -------
SUBTOTAL OR AVERAGE 342,746 96%
---------- -------
DENVER
- ------
7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,269 94%
7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 77%
7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 100%
7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 97%
7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 95%
10691 East Bethany Drive Aurora, CO 1979 Light Industrial 1.84 25,026 100%
20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 99%
15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,758 89%
12850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 100%
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 88%
5801 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 15,500 70%
5805 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,358 23%
5815 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,765 100%
5825 West 6th Avenue Lakewood, CO 1980 R&D/Flex 1.03 20,748 100%
5835 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,490 100%
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 88%
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 83%
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 49,360 100%
850 East 73rd Denver, CO 1984 R&D/Flex 4.50 38,962 100%
6425 North Washington Denver, CO 1983 R&D/Flex 4.05 82,120 100%
3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,520 50%
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%
3350 North Peoria Street Aurora, CO 1978 R&D/Flex 2.16 33,573 96%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 100%
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%
12401-41 East 37th Avenue Denver, CO 1980 R&D/Flex 1.19 26,922 100%
3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 54,666 100%
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 91%
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 9,107 100%
6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 100%
445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 100%
East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,200 100%
Centennial Airport Business Pk. Denver, CO 1997 R&D/Flex 3.20 59,270 100%
9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100%
9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100%
9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 100%
9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 100%
8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 100%
8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100%
8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100%
451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100%
14100 East Jewell Aurora, CO 1980 R&D/Flex 3.67 58,553 67%
14190 East Jewell Aurora, CO 1980 R&D/Flex 1.84 29,442 92%
608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 85%
610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 100%
</TABLE>
16
<PAGE> 18
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
DENVER (CONT.)
- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
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 E Golden, CO 1995 R&D/Flex 2.29 42,832 100%
14998 West 6th Avenue F Englewood, CO 1995 R&D/Flex 2.29 20,424 100%
12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 100%
6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 60,112 85%
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 62%
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 39,776 100%
14828 West 6th Avenue Bldg. B Golden, CO 1985 R&D/Flex 2.54 41,805 100%
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%
---------- -------
SUBTOTAL OR AVERAGE 4,248,439 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 11.03 263,196 100%
4161 McDonald Avenue Des Moines, IA 1979 Bulk Warehouse 11.02 164,084 100%
5701 NE 17th Street Des Moines, IA 1968 Light Industrial 2.30 54,000 100%
3100 Justin Des Moines, IA 1970 Light Industrial 2.16 30,000 100%
3101 104th St. Des Moines, IA 1970 Light Industrial 2.16 30,072 81%
3051 104th St. Des Moines, IA 1993 Light Industrial 1.08 15,000 100%
2250 Delaware Ave. Des Moines, IA 1975 Reg. Warehouse 4.20 88,000 100%
---------- -------
SUBTOTAL OR AVERAGE 1,096,115 99%
---------- -------
DETROIT
- -------
2654 Elliott Troy, MI (b) 1986 R&D/Flex 0.75 9,700 100%
1731 Thorncroft Troy, MI (b) 1969 Light Industrial 2.26 38,000 100%
1653 E. Maple Troy, MI (b) 1990 R&D/Flex 1.38 23,392 100%
47461 Clipper Plymouth, MI (b) 1992 Light Industrial 1.10 11,600 100%
47522 Galleon Plymouth, MI (b) 1990 Light Industrial 0.90 13,507 100%
4150 Varsity Drive Ann Arbor, MI (b) 1986 Light Industrial 4.32 26,400 100%
1330 Crooks Road Clawson, MI (b) 1960 Light Industrial 5.55 42,360 100%
12000 Merriman Road Livonia, MI 1975 Bulk Warehouse 9.28 180,000 67%
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%
645 Executive Drive Troy, MI 1972 Light Industrial 2.27 32,470 100%
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%
</TABLE>
17
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
DETROIT (CONT.)
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100%
1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100%
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%
1902 Northwood Drive Troy, MI 1977 R&D/Flex 3.65 62,925 0%
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 0%
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%
31800 Plymouth Road - Bldg. 1 Livonia, MI 1968/89 Bulk Warehouse 42.71 705,829 99%
31800 Plymouth Road - Bldg. 2 Livonia, MI 1968/89 Bulk Warehouse 11.81 184,614 100%
31800 Plymouth Road - Bldg. 3 Livonia, MI 1968/89 Bulk Warehouse 6.13 98,024 96%
31800 Plymouth Road - Bldg. 6 Livonia, MI 1968/89 Bulk Warehouse 9.06 183,959 100%
31800 Plymouth Road - Bldg. 7 Livonia, MI 1968/89 Light Industrial 1.64 26,836 100%
21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 86%
2965 Technology Drive Rochester Hills, (a) 1995 Reg. Warehouse 4.92 66,395 100%
1451 Lincoln Avenue Madison Heights, (a) 1967 Light Industrial 3.92 75,000 100%
4400 Purks Drive Auburn Hills, MI (a) 1987 Light Industrial 13.04 157,100 100%
4177A Varsity Drive Ann Arbor, MI (a) 1993 Light Industrial 2.48 11,050 100%
6515 Cobb Drive Sterling Heights, MI(a) 1984 Light Industrial 2.91 47,597 100%
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 (n) Livonia, MI 1981 Light Industrial 6.10 85,086 89%
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 63%
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 88%
28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 100%
28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 75%
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 50%
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%
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
DETROIT (CONT.)
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 100%
9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100%
9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100%
9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100%
29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100%
29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100%
29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100%
29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 100%
29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100%
29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,620 100%
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%
9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,170 100%
21405 Trolley Industrial Road Taylor, MI 1971 Bulk Warehouse 11.25 180,986 98%
26980 Trolley Industrial Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100%
12050-12200 Farmington Road Livonia, MI 1973 Light Industrial 1.34 25,470 82%
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 0%
12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 0%
33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100%
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 0%
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 53,324 100%
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 (o) 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%
---------- -------
SUBTOTAL OR AVERAGE 6,955,717 95%
---------- -------
GRAND RAPIDS
- ------------
3232 Kraft Avenue Grand Rapids, MI (b) 1988 Bulk Warehouse 13.15 216,000 100%
8181 Logistics Drive Grand Rapids, MI (b) 1990 Bulk Warehouse 10.00 222,000 100%
5062 Kendrick Court Grand Rapids, MI (b) 1987 Manufacturing 2.06 31,750 100%
2 84th Street Byron Center, MI 1986 Light Industrial 3.01 30,000 100%
</TABLE>
19
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
GRAND RAPIDS (CONT.)
- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100 84th Street Byron Center, MI 1979 Light Industrial 4.20 81,000 100%
511 76th Street Grand Rapids, MI 1986 Bulk Warehouse 14.44 202,500 100%
553 76th Street Grand Rapids, MI 1985 R&D/Flex 1.16 10,000 100%
555 76th Street Grand Rapids, MI 1987 Bulk Warehouse 12.50 200,000 100%
2925 Remico Avenue Grandville, MI 1988 Light Industrial 3.40 66,505 100%
2935 Walkent Court Grand Rapids, MI 1991 Light Industrial 6.13 64,961 100%
3300 Kraft Avenue Grand Rapids, MI 1987 Bulk Warehouse 11.57 200,000 100%
3366 Kraft Avenue Grand Rapids, MI 1987 Bulk Warehouse 12.35 200,000 100%
4939 Starr Avenue Grand Rapids, MI 1985 Light Industrial 3.87 30,000 100%
5001 Kendrick Court Grand Rapids, MI 1983 Light Industrial 4.00 61,500 51%
5050 Kendrick Court Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100%
5015 52nd Street 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 Grand Rapids, MI 1990 Bulk Warehouse 6.74 109,875 100%
5333 33rd Street 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%
425 Gordon Industrial Court Grand Rapids, MI (a) 1990 Bulk Warehouse 8.77 173,875 100%
2851 Prairie Street Grandville, MI (a) 1989 Bulk Warehouse 5.45 117,251 100%
2945 Walkent Court Grand Rapids, MI (a) 1993 Bulk Warehouse 4.45 93,374 100%
537 76th Street Grand Rapids, MI (a) 1987 Light Industrial 5.26 80,000 100%
3395 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 3.70 42,600 100%
3427 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 2.40 32,600 100%
4412 Coloma Road Coloma, MI 1967 Bulk Warehouse 41.50 423,230 100%
--------- -------
SUBTOTAL OR AVERAGE 3,309,421 99%
---------- -------
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%
171 Utopia Road Manchester, CT 1987 Light Industrial 3.93 50,000 100%
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 48,000 100%
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 669,191 94%
---------- -------
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 0%
3351 Ranch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 64%
3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100%
3337-3347 Ranch Street Houston, TX 1970 Reg. Warehouse 2.29 60,085 100%
8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100%
4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 100%
3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 100%
5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 100%
4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 64.77 113,400 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%
7969 Blakenship Houston, TX 1972 Light Industrial 2.27 48,140 100%
8001 Kempwood Houston, TX 1972 Light Industrial 1.45 33,034 100%
7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100%
2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 100%
6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 100%
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 (h) 1980 R&D/Flex 6.25 95,073 91%
9777 West Gulfbank Drive Houston, TX (h) 1980 Light Industrial 15.45 252,242 85%
---------- -------
SUBTOTAL OR 2,474,516 92%
---------- -------
INDIANAPOLIS
- ------------
2900 North Shadeland Indianapolis, IN (c) 1957/1992 Bulk Warehouse 60.00 959,459 81%
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 (c) 1989 Bulk Warehouse 8.79 115,200 100%
1440 Brookville Way Indianapolis, IN (c) 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN (c) 1990 Light Industrial 3.50 63,000 90%
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
INDIANAPOLIS (CONT.)
- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1220 Brookville Way Indianapolis, IN (c) 1990 R&D/Flex 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (d) 1992 Bulk Warehouse 5.50 132,000 98%
1350 Brookville Way Indianapolis, IN (c) 1994 Reg. Warehouse 2.87 38,460 100%
1315 Sadlier Circle East Drive Indianapolis, IN (d) 1970/1992 R&D/Flex 1.33 14,000 100%
1341 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.03 32,400 100%
1322-1438 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 3.79 36,000 100%
1327-1441 Sadlier Circle East Dr Indianapolis, IN (d) 1992 Light Industrial 5.50 54,000 93%
1304 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Reg. Warehouse 2.42 17,600 100%
1402 Sadlier Circle East Drive Indianapolis, IN (d) 1970/1992 Light Industrial 4.13 40,800 100%
1504 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Manufacturing 4.14 54,000 100%
1311 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 1.78 13,200 100%
1365 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.16 30,000 50%
1352-1354 Sadlier Circle E. Drive Indianapolis, IN (d) 1970/1992 Light Industrial 3.50 44,000 100%
1335 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 1.20 20,000 100%
1327 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Reg. Warehouse 1.20 12,800 100%
1425 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 2.49 5,000 100%
1230 Brookville Way Indianapolis, IN (c) 1995 Reg. Warehouse 1.96 15,000 100%
6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100%
6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100%
6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 100%
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 70,560 100%
8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 89%
8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 100%
8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 100%
3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 83%
3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100%
4430 Airport Expressway Indianapolis, IN 1970 Bulk Warehouse 32.00 486,394 100%
6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100%
9200 East 146th Street Noblesville, IN 1961 Bulk Warehouse 21.65 158,000 100%
6575 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 4.00 60,000 100%
6585 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 0.00 100,000 100%
---------- -------
SUBTOTAL OR AVERAGE 4,139,358 95%
---------- -------
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 63,571 91%
100 Lauman Lane Hicksville, NY 1968 Reg. Warehouse 1.90 36,700 100%
200 Finn Court Farmingdale, NY 1965 Bulk Warehouse 5.00 105,573 100%
243 Dixon Avenue Amityville, NY 1978 Light Industrial 1.30 22,250 67%
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 71%
270 Duffy Avenue Hicksville, NY 1956 R&D/Flex 8.40 134,625 99%
280 Duffy Avenue Hicksville, NY 1956 Light Industrial 2.60 49,200 100%
575 Underhill Boulevard Syosset, NY 1967 R&D/Flex 16.60 233,424 90%
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 10.90 221,454 99%
65 East Bethpage Road Plainview, NY 1960 Light Industrial 1.40 25,600 99%
171 Milbar Boulevard Farmingdale, NY 1961 Reg. Warehouse 2.30 62,600 99%
95 Horseblock Road Yaphank, NY 1971 Bulk Warehouse 20.00 180,906 85%
151-171 East 2nd Street Huntington, NY 1968 Light Industrial 2.70 42,725 100%
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 32,850 100%
15-39 Tec Street Hicksville, NY 1965 Light Industrial 1.10 17,350 87%
100 Tec Street Hicksville, NY 1965 Light Industrial 1.20 25,000 100%
51-89 Tec Street Hicksville, NY 1965 Light Industrial 1.20 21,850 100%
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 13,050 95%
201-233 Park Avenue Hicksville, NY 1962 Light Industrial 1.70 36,892 100%
6851 Jericho Turnpike Syosset, NY 1969 R&D/Flex 11.80 134,991 41%
One Fairchild Court Plainview, NY 1959 R&D/Flex 5.75 57,420 93%
79 Express Street Plainview, NY 1972 Light Industrial 4.70 72,146 84%
92 Central Avenue Farmingdale, NY 1961 Light Industrial 4.70 72,000 94%
160 Engineer Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100%
260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,900 95%
87-119 Engineers Drive (n) Hicksville, NY 1966 Light Industrial 1.70 36,800 74%
950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,146 97%
290 Duffy Avenue Hicksville, NY (e) 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%
</TABLE>
21
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
LONG ISLAND (CONT.)
- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
90 Alpha Plaza Hicksville, NY 1969 Light Industrial 1.36 34,035 91%
325 Duffy Avenue Hicksville, NY 1970 Light Industrial 6.64 100,000 100%
600 West John Street Hicksville, NY 1955 Light Industrial 9.00 215,000 82%
939 Motor Parkway Hauppauge, NY 1977 Light Industrial 1.50 21,900 100%
2070 5th Avenue Ronkonkoma, NY 1975 Light Industrial 3.66 50,296 100%
200 13th Avenue Ronkonkoma, NY 1979 Light Industrial 4.70 72,089 95%
100 13th Avenue Ronkonkoma, NY 1979 Manufacturing 4.14 62,898 100%
1 Comac Loop Ronkonkoma, NY 1980 Light Industrial 5.18 63,765 94%
80 13th Avenue Ronkonkoma, NY 1983 Light Industrial 6.22 87,102 100%
90 13th Avenue Ronkonkoma, NY 1982 Light Industrial 6.95 105,519 100%
33 Comac Loop Ronkonkoma, NY 1983 Light Industrial 5.37 71,904 90%
101-125 Comac Street Ronkonkoma, NY 1985 Light Industrial 8.42 99,467 90%
999 Stewart Avenue Garden City, NY 1955 Light Industrial 1.70 42,700 100%
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 54%
---------- -------
SUBTOTAL OR AVERAGE 4,225,516 93%
---------- -------
LOUISVILLE
- ----------
1251 Port Road Jeffersonville, IN 1998 Bulk Warehouse 33.00 532, 400 100%
---------- -------
SUBTOTAL OR AVERAGE 532,400 100%
---------- -------
MILWAUKEE
- ---------
N25 W23050 Paul Road Pewaukee, WI 1989 R&D/Flex 4.50 37,765 100%
N25 W23255 Paul Road Pewaukee, WI 1987 Light Industrial 4.80 55,940 100%
N27 W23293 Roundy Drive Pewaukee, WI 1989 Manufacturing 3.64 39,468 100%
6523 North Sidney Place Glendale, WI 1978 Light Industrial 4.00 43,440 92%
8800 West Bradley Milwaukee, WI 1982 Light Industrial 8.00 78,000 100%
1435 North 113th Street Wauwatosa, WI 1993 Light Industrial 4.69 51,950 100%
11217-43 West Becher Street West Allis, WI 1979 Light Industrial 1.74 29,099 100%
2152 South 114th Street West Allis, WI 1980 Light Industrial 3.30 63,680 100%
4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,150 100%
Science Drive Sturtevant, WI 1997 Manufacturing 35.00 468,000 100%
12221 West Feerick Street Wauwatosa, WI 1971 Reg. Warehouse 1.90 39,800 100%
---------- -------
SUBTOTAL OR AVERAGE 932,292 100%
---------- -------
MINNEAPOLIS/ST. PAUL
- --------------------
2700 Freeway Boulevard Brooklyn Center, MN(b) 1981 Light Industrial 7.76 78,741 88%
6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 95%
7830-7848 12th Avenue South Bloomington, MN 1978 Manufacturing 8.11 82,837 100%
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 87,322 100%
6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,169 60%
6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 71%
7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,250 75%
7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,287 100%
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 73,855 100%
7850-7890 12th Avenue South Bloomington, MN 1978 Manufacturing 8.11 67,271 97%
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%
10175-10205 Crosstown Circle Eden Prairie, MN 1980 Light Industrial 2.30 30,335 97%
11201 Hampshire Avenue South Bloomington, MN 1986 Manufacturing 5.90 60,480 100%
12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100%
12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,465 100%
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%
953 Westgate Drive St. Paul, MN 1991 Light Industrial 3.17 51,906 100%
980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 100%
990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,607 90%
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 82,728 100%
5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 100%
6464 Sycamore Court Maplegrove, MN 1990 Manufacturing 6.40 79,702 100%
6701 Parkway Circle Brooklyn Center, MN 1987 R&D/Flex 4.44 75,000 100%
6601 Shingle Creek Brooklyn Center, MN 1985 R&D/Flex 4.59 68,899 99%
10120 West 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 57,798 100%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,820 100%
7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,125 100%
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%
</TABLE>
22
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
MINNEAPOLIS/ST. PAUL (CON'T.)
- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6655 Wedgewood Road Maple Grove, MN (a) 1989 Manufacturing 17.88 131,288 100%
900 Apollo Road Egan, MN (a) 1970 Manufacturing 39.00 312,265 100%
7316 Aspen Lane Brooklyn Park, MN (a) 1978 Manufacturing 6.63 97,640 87%
6707 Shingle Creek Parkway Brooklyn Center, MN(a) 1986 Reg. Warehouse 4.22 75,939 100%
73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 100%
1905 West 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 64%
11300 Hampshire Avenue South Bloomington, MN 1983 Bulk Warehouse 9.94 125,950 86%
375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 172,800 100%
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 66%
7100-7190 Shady Oak Road (o) 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 85%
7550-7588 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100%
5240-5300 Valley Industrial Shakopee, MN 1973 Light Industrial 9.06 80,000 100%
Blvd
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 79,675 91%
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 89,456 100%
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 90%
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 63%
---------- -------
SUBTOTAL OR AVERAGE 5,426,594 96%
---------- -------
NASHVILLE
- ---------
<S> <C> <C> <C> <C> <C> <C>
1621 Heil Quaker Boulevard Nashville, TN (b) 1975 Bulk Warehouse 11.29 160,661 100%
417 Harding Industrial Drive Nashville, TN 1972 Bulk Warehouse 13.70 207,440 100%
520 Harding Drive (n) Nashville, TN 1975 Bulk Warehouse 16.64 392,128 100%
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 92%
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 49,912 100%
1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 100%
470 Metroplex Drive (n) Nashville, TN 1986 Light Industrial 8.11 102,052 80%
1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 100%
---------- -------
SUBTOTAL OR AVERAGE 1,779,158 99%
---------- -------
NORTHERN NEW JERSEY
- -------------------
116 Lehigh Drive Fairfield, NJ 1986 Bulk Warehouse 5.00 106,184 100%
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 87%
140 Hanover Avenue Hanover, NJ 1964/1988 R&D/Flex 2.95 24,905 100%
601-629 Montrose Avenue South Plainfield, NJ 1974 Light Industrial 5.83 75,000 87%
3 Marlen Hamilton, NJ 1981 Light Industrial 1.11 13,174 54%
5 Marlen Hamilton, NJ 1981 Light Industrial 1.56 21,000 100%
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 75%
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 10,218 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 92%
11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 100%
15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100%
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 0%
244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,000 100%
30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,345 100%
15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100%
20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100%
25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,800 100%
130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100%
</TABLE>
23
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
NEW JERSEY (CONT.)
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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 (n) Englewood, NJ 1978 Light Industrial 6.00 110,000 100%
25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100%
14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 100%
16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100%
18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 12,809 100%
23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 15,540 100%
12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 96%
1 World's Fair Drive Franklin, NJ 1983 R&D/Flex 3.85 53,372 99%
2 World's Faire Drive Franklin, NJ 1982 R&D/Flex 2.06 59,310 77%
49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,487 0%
50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100%
22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100%
26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100%
24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 79%
12 Wright Way Oakland, NJ 1981 Reg. Warehouse 6.52 52,402 100%
---------- -------
SUBTOTAL OR AVERAGE 1,877,550 86%
---------- -------
NEW ORLEANS
- -----------
<S> <C> <C> <C> <C> <C> <C>
520-524 Elmwood Park Blvd.(n) Jefferson, LA 1986 Light Industrial 5.32 102,209 91%
125 Mallard St. St. Rose, LA (g) 1984 R&D/Flex 1.38 23,436 100%
107 Mallard St. Rose, LA (g) 1985 Light Industrial 1.48 23,436 94%
125 James Drive West St. Rose, LA (g) 1990 Light Industrial 3.30 38,692 100%
161 James Drive West St. Rose, LA 1986 Light Industrial 2.80 47,474 50%
150 James Drive East St. Rose, LA 1986 Light Industrial 3.60 49,275 100%
115 James Drive West St. Rose, LA (g) 1986 Light Industrial 2.07 21,408 100%
100 James Drive St. Rose, LA (g) 1980 R&D/Flex 6.66 43,055 100%
143 Mallard St. St. Rose, LA (g) 1982 Light Industrial 1.48 23,436 99%
160 James Drive East St. Rose, LA (g) 1981 R&D/Flex 3.66 25,772 100%
190 James Drive East St. Rose, LA (g) 1987 Light Industrial 4.47 36,357 100%
120 Mallard St. St. Rose, LA (g) 1981 R&D/Flex 3.41 53,520 100%
110 James Drive West St. Rose, LA (g) 1983 R&D/Flex 1.57 24,018 77%
150 CANVASBACK DRIVE ST. ROSE, LA 1986 REG. WAREHOUSE 2.80 40,500 100%
---------- -------
SUBTOTAL OR AVERAGE 552,588 93%
---------- -------
PHILADELPHIA
- ------------
212 Welsh Pool Road Exton, PA 1975 Light Industrial 6.56 25,361 100%
230-240 Welsh Pool Road Exton, PA 1975 Manufacturing 6.56 30,000 100%
264 Welsh Pool Road Exton, PA 1975 R&D/Flex 2.84 11,256 100%
254 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 28,180 50%
256 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 12,038 100%
213 Welsh Pool Road Exton, PA 1975 Light Industrial 3.01 22,095 0%
251 Welsh Pool Road Exton, PA 1975 R&D/Flex 4.10 25,546 100%
253-255 Welsh Pool Road Exton, PA 1975 Light Industrial 4.10 20,800 50%
151-161 Philips Road Exton, PA 1975 Light Industrial 3.82 30,065 100%
210 Philips Road Exton, PA 1975 Manufacturing 6.56 26,827 100%
215 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 14,041 100%
102 Pickering Way Exton, PA 1980 R&D/Flex 8.87 81,071 100%
217 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 11,293 100%
216 Philips Road Exton, PA 1985 Light Industrial 2.99 39,037 75%
202 Philips Road Exton, PA 1972 Reg. Warehouse 2.94 46,750 100%
110 Thousand Oaks Blvd Morgantown, PA 1987 Bulk Warehouse 7.89 110,000 100%
20 McDonald Blvd Aston, PA 1988 Light Industrial 2.22 28,900 100%
30 McDonald Blvd Aston, PA 1988 Light Industrial 1.68 22,000 73%
---------- -------
SUBTOTAL OR AVERAGE 585,260 89%
---------- -------
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 59%
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%
3906 East Broadway Road Phoenix, AZ 1997 Light Industrial 4.10 54,460 67%
3908 East Broadway Road Phoenix, AZ 1997 Light Industrial 2.52 33,002 49%
---------- -------
SUBTOTAL OR AVERAGE 622,890 88%
---------- -------
PORTLAND
- --------
5687 International Way (p) Milwaukee, OR (l) 1974 Light Industrial 3.71 52,080 100%
5795 SW Jean Road (o) Lake Oswego, OR 1985 Light Industrial 3.02 37,352 100%
12130 NE Ainsworth Circle (n) Portland, OR 1986 R&D/Flex 4.39 53,021 75%
5509 NW 122nd Ave (n) Milwaukee, OR (k) 1995 Light Industrial 2.51 26,850 100%
6105-6113 NE 92nd Avenue (p) Portland, OR 1978 Light Industrial 7.42 132,800 100%
8727 NE Marx Drive (o) Portland, OR 1987 Light Industrial 6.59 111,000 100%
3910 SW 170th Ave Portland, OR 1987 Light Industrial 1.28 20,500 100%
3388 SE 20th St. Portland, OR 1981 Light Industrial 0.25 11,810 100%
5962-5964 NE 87th Ave Portland, OR 1979 Light Industrial 1.28 14,000 100%
</TABLE>
24
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<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
PORTLAND (CONT.)
- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
116 SE Yamhill Portland, OR 1974 Light Industrial 0.00 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%
1735 SE Highway 20 Bend, OR 1995 Light Industrial 1.43 18,000 100%
2715 SE Raymond Portland, OR 1971 Light Industrial 1.28 35,000 100%
1645 NE 72nd Ave Portland, OR 1972 Light Industrial 0.73 21,600 100%
1630 SE 8th Ave. 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 Ave. Portland, OR 1964 Light Industrial 0.76 27,128 100%
711 SE Stark St. 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 862,727 98%
---------- -------
SALT LAKE CITY
- --------------
2255 South 300 West (r) Salt Lake City, UT 1980 Light Industrial 4.56 102,942 93%
512 Lawndale Drive (s) Salt Lake City, UT 1981 Light Industrial 35.00 395,291 86%
1270 West 2320 South West Valley, UT 1986 R&D/Flex 1.49 13,025 52%
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 84%
2235 South 1300 West West Valley, UT 1986 Light Industrial 1.22 19,000 100%
1293 West 2200 South West Valley, UT 1986 R&D/Flex 0.86 13,300 0%
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 682,005 87%
---------- -------
SOUTHERN NEW JERSEY
- -------------------
2-5 North Olnev Ave. Cherry Hill, NJ 1963 Light Industrial 2.10 58,139 100%
2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 100%
4 Springdale Road (n) Cherry Hill, NJ 1963 Light Industrial 3.02 58,132 0%
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 48,385 100%
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 60,983 100%
1919 Springdale Road Cherry Hill, NJ 1970 Light Industrial 5.13 49,300 100%
21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100%
19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100%
2 Keystone Ave. Cherry Hill, NJ 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 13.70 140,406 100%
---------- -------
SUBTOTAL OR AVERAGE 1,422,838 96%
---------- -------
ST. LOUIS
- ---------
8921-8971 Frost Avenue Hazelwood, MO (b) 1971 Bulk Warehouse 2.00 100,000 100%
9043-9083 Frost Avenue Hazelwood, MO (b) 1970 Bulk Warehouse 2.69 145,000 0%
2121 Chapin Industrial Drive Vinita Park, MO 1969/87 Bulk Warehouse 23.40 280,905 100%
1200 Andes Boulevard Olivette, MO 1967 Light Industrial 2.77 66,600 100%
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%
10431-10449 Midwest Industrial Olivette, MO 1967 Light Industrial 2.40 55,125 97%
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 31,484 100%
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%
</TABLE>
25
<PAGE> 27
<TABLE>
<CAPTION>
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98
---------------- ---------- ------------ ---------- ------------- ------- --- --------
ST. LOUIS (CONT.)
- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
6951 North Hanley Road (n) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,453 32%
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 1,374,338 83%
---------- -------
TAMPA
- -----
6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100%
202 Kelsey Tampa, FL 1989 Bulk Warehouse 6.30 112,000 100%
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 79%
6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 100%
6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 100%
6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 100%
6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 79%
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 30,204 100%
5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100%
5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 100%
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 87%
4410 East Adamo Drive Tampa, FL 1990 Bulk Warehouse 5.60 101,744 100%
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 79%
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 48%
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%
5463 W. Waters Ave Tampa, FL (j) 1996 R&D/Flex 3.50 44,427 100%
5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100%
4107 North Himes Avenue Tampa, FL 1990 R&D/Flex 1.86 26,630 92%
5461 W. Waters Ave Tampa, FL 1998 Light Industrial 1.84 21,778 100%
---------- -------
SUBTOTAL OR AVERAGE 1,139,423 94%
---------- -------
OTHER
- -----
2800 Airport Road (q) 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 (o) 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%
9580 Interport Drive Shreveport, LA 1989 Reg. Warehouse 3.00 50,000 0%
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%
---------- -------
SUBTOTAL OR AVERAGE 1,132,112 96%
---------- -------
TOTAL 69,253,383 95%
========== =======
</TABLE>
(a) These properties are owned by the Securities Partnership. The
Securities Partnership guarantees the payment of dividends and amounts
upon redemption, liquidation, dissolution or winding-up of the Series A
Cumulative Preferred Stock.
(b) These properties collateralize a $39.6 million mortgage loan which
matures on January 11, 2026.
(c) These properties collateralize a $35.2 million mortgage loan which
matures on April 1, 2003.
(d) These properties collateralize a $8.7 million mortgage loan which
matures on January 1, 2013.
(e) This property collateralizes a $.7 million mortgage loan which maturity
is based upon a contingent event related to the environmental status of
the property.
(f) This property collateralizes a $3.9 million mortgage loan which matures
on August 1, 2008.
(g) These properties collateralize a $7.8 million mortgage loan which
matures on April 1, 2006.
(h) These properties collateralize a $3.5 million mortgage loan which
matures on June 1, 2003.
(i) This property collateralizes the Acquisition Mortgage Loan IV
(hereinafter defined).
(j) These properties collateralize the Acquisition Mortgage Loan V
(hereinafter defined).
(k) These properties collateralize the Acquisition Mortgage Loan VI
(hereinafter defined).
(l) These properties collateralize the Acquisition Mortgage Loan VII
(hereinafter defined).
(m) These properties collateralize the Acquisition Mortgage Loan VIII
(hereinafter defined).
(n) Comprised of two properties.
(o) Comprised of three properties.
(p) Comprised of four properties.
(q) Comprised of five properties
(r) Comprised of seven properties.
(s) Comprised of 29 properties.
26
<PAGE> 28
Tenant and Lease Information.
The Company has a diverse base of more than 3,000 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, 1998,
approximately 95% of the GLA of the properties was leased, and no single tenant
or group of related tenants accounted for more than 1.1% of the Company's rent
revenues, nor did any single tenant or group of related tenants occupy more than
1.5% of the Company's total GLA as of December 31, 1998.
The following table shows scheduled lease expirations for all leases for
the Company's properties as of December 31, 1998.
<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>
1999 905 14,465,822 22.0% $ 67,825 23.2%
2000 693 11,144,648 16.9% 50,561 17.2%
2001 598 11,070,140 16.8% 47,998 16.4%
2002 319 7,320,933 11.1% 32,319 11.0%
2003 362 6,983,009 10.6% 34,898 11.9%
2004 89 3,956,824 6.0% 15,173 5.2%
2005 46 2,074,925 3.2% 10,319 3.5%
2006 36 1,883,094 2.9% 7,458 2.5%
2007 27 2,093,801 3.2% 8,019 2.7%
2008 34 2,315,814 3.5% 10,124 3.4%
Thereafter 21 2,485,689 3.8% 8,790 3.0%
------------ --------------- --------------- -------------------- ---------------------
Total 3,130 65,794,699 100% $ 293,484 100.0%
============ =============== =============== ==================== =====================
</TABLE>
- --------------
(1) Lease expirations as of December 31, 1998 assume tenants do not
exercise existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 3,458,684 aggregate square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings arising in the ordinary
course of business. All such proceedings, taken together, are not expected to
have a material impact on the results of operations, financial position or
liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
27
<PAGE> 29
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The following table sets forth for the periods indicated the high and
low closing prices per share and distributions declared per share for the
Company's common stock which trades on the New York Stock Exchange under the
trading symbol "FR".
<TABLE>
<CAPTION>
DISTRIBUTION
QUARTER ENDED HIGH LOW DECLARED
------------- ---- --- --------
<S> <C> <C> <C>
December 31, 1998 $ 27 1/8 $ 23 5/16 $.6000
September 30, 1998 32 3/4 22 3/4 .5300
June 30, 1998 35 1/2 29 5/8 .5300
March 31, 1998 37 11/16 33 7/8 .5300
December 31, 1997 37 3/8 32 1/8 .5300
September 30, 1997 34 28 1/2 .5050
June 30, 1997 31 1/8 29 1/4 .5050
March 31, 1997 32 3/8 29 .5050
</TABLE>
The Company had 346 common stockholders of record as of March 12, 1999.
The Company has determined that, for federal income tax purposes,
approximately 63.9% of the total $2.19 in distributions per share paid with
respect to 1998 represents ordinary dividend income to its stockholders,
approximately 1.5% represents long-term capital gain and the remaining 34.6%
represents a return of capital. In order to maintain its status as a REIT, the
Company is required to meet certain tests, including distributing at least 95%
of its REIT taxable income, or approximately $1.84 per share for 1998.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial and operating data for the
Company on a pro forma and historical consolidated basis and the Contributing
Businesses on a historical combined 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 pro forma statement of operations for
the year ended December 31, 1994 includes the historical results of the
Company's operations from July 1, 1994 to December 31, 1994 and the operations
of the Contributing Businesses for the period of January 1, 1994 to June 30,
1994 and were prepared as if the Initial Offering and the related transactions
had occurred on January 1, 1994. The historical statements of operations for the
years ended December 31, 1998, 1997, 1996 and 1995 and the six months ended
December 31, 1994 include the results of operations of the Company as derived
from the Company's audited financial statements. The historical balance sheet
data and other data as of December 31, 1998, 1997, 1996, 1995 and 1994 include
the balances of the Company as derived from the Company's audited financial
statements. The historical balance sheet data as of June 30, 1994 and the
combined statements of operations for the six months ended June 30, 1994 have
been derived from the historical financial statements of the Contributing
Businesses. In the opinion of management, the selected financial data includes
all adjustments necessary to present fairly the information set forth therein.
28
<PAGE> 30
<TABLE>
<CAPTION>
====================================================================================================================================
The Company
----------------------------------------------------------------------- Contributing
Pro Businesses
Historical Historical Historical Historical Forma Historical Historical
Year Year Year Year Year Six Months Six Months
Ended Ended Ended Ended Ended Ended Ended
12/31/98 12/31/97 12/31/96 12/31/95 1 2/31/94 12/31/94 6/30/94
------------ ----------- ------------ ----------- --------- ----------- ------------
(In thousands, except per share, ratio and property data)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total Revenues ......................... 349,702 223,203 140,055 106,486 87,923 46,570 22,816
Property Expenses ...................... (99,484) (59,762) (39,224) (28,302) (22,714) (11,853) (6,036)
General and Administrative Expense ..... (12,983) (6,248) (4,018) (3,135) (2,310) (1,097) (795)
Interest Expense ....................... (71,833) (49,859) (28,954) (28,591) (19,528) (10,588) (11,773)
Amortization of Interest Rate Protection
Agreements and Deferred Financing
Costs ............................... (917) (2,812) (3,286) (4,438) (6,113) (2,904) (858)
Depreciation and Other Amortization .... (63,805) (39,573) (28,049) (22,264) (19,189) (9,802) (4,744)
Management and Construction Income
(Loss) ................................. -- -- -- -- -- -- (81)
Equity in Income of Joint Venture ...... 45 -- -- -- -- -- --
Income Allocated to Minority Interest .. (7,961) (5,312) (2,931) (997) (1,405) (778) --
Disposition of Interest Rate Protection
Agreements (a) ...................... (8,475) 1,430 -- (6,410) -- -- --
Restructuring and Abandoned Pursuit
Costs Charge (b) .................... (11,941) -- -- -- -- -- --
Gain on Sales of Properties ............ 5,349 5,003 4,344 -- -- -- --
-------- -------- -------- -------- ------- ------- -------
Income (Loss) Before Extraordinary Loss
and Cumulative Effect of Change in
Accounting Principle ................ 77,697 66,070 37,937 12,349 16,664 9,548 (1,471)
Extraordinary Loss (c) ................. -- (14,124) (2,273) -- -- -- (1,449)
Cumulative Effect of Change in
Accounting Principle (d) ............ (1,976) -- -- -- -- -- --
-------- -------- -------- -------- ------- ------- -------
Net Income (Loss) ...................... 75,721 51,946 35,664 12,349 16,664 9,548 $(2,920)
=======
Preferred Stock Dividends .............. (30,610) (11,856) (3,919) (468) -- --
-------- -------- -------- -------- -------- --------
Net Income Available to Common
Stockholders .......................... $ 45,111 $ 40,090 $ 31,745 $11,881 $ 16,664 $ 9,548
======== ======== ======== ======= ======= =======
Net Income Available to Common
Stockholders Before Extraordinary Loss
and Cumulative Effect of Change in
Accounting Principle Per Weighted
Average Common Share Outstanding:
Basic ................... $ 1.26 $ 1.72 $ 1.37 $ .63 $ .92 . $ 51
======== ======== ======== ======== ======== ========
Diluted ................. $ 1.25 $ 1.70 $ 1.37 $ .63 $ .92 $ .51
======== ======== ======== ======== ======== ========
Net Income Available to Common
Stockholders Per Weighted Average
Common Share Outstanding:
Basic ................... $ 1.20 $ 1.27 $ 1.28 $ .63 $ .92 $ .51
======== ======== ======== ======== ======== ========
Diluted ................. $ 1.20 $ 1.26 $ 1.28 $ .63 $ .92 $ .51
======== ======== ======== ======== ======== ========
Distributions Per Share ............ $ 2.190 $ 2.045 $ 1.9675 $ 1.905 $ .945
======== ======== ======== ======== ========
Weighted Average Number of Common
Shares Outstanding:
Basic ................... 37,445 31,508 24,756 18,889 18,182 18,181
======== ======== ======== ======== ======== ========
Diluted ................. 37,627 31,814 24,842 18,889 18,182 18,181
======== ======== ======== ======== ======== ========
BALANCE SHEET DATA (END OF PERIOD):
Real Estate, Before Accumulated
Depreciation...........................$2,583,033 $1,994,346 $1,050,779 $ 757,516 $669,608 $ 597,504
Real Estate, After Accumulated
Depreciation........................... 2,407,147 1,873,316 959,322 668,767 620,294 556,902
Total Assets........................... 2,554,462 2,272,163 1,022,600 753,904 691,081 616,767
Mortgage Loans, Net, Acquisition
Facilities Payable, Senior Unsecured
Debt, Net, Construction Loans and
Promissory Notes Payable............ 1,191,882 879,592 406,401 399,958 348,700 305,000
Defeased Mortgage Loan Payable......... --- 300,000 --- --- --- ---
Total Liabilities...................... 1,310,518 1,266,079 447,178 426,972 374,849 323,703
Stockholders Equity.................... 1,054,776 854,590 532,561 306,023 292,420 269,326
OTHER DATA:
Cash Flows From Operating Activities...$ 149,096 $ 102,635 $ 62,621 $ 38,541 $ 18,033 $ 5,026
Cash Flows From Investing Activities... (535,554) (805,505) (240,571) (84,159) (73,840) (374,757)
Cash Flows From Financing Activities... 395,059 708,446 176,677 45,420 57,475 374,152
Funds From Operations ("FFO") (e)...... 133,148 92,361 60,546 41,428 20,128 3,273
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends (f)....... 1.62x 1.79x 1.88x 1.56x 1.76x ---(g)
Total Properties (h)................... 987 769 379 271 246 226
Total GLA, in Square Feet(h)...........69,253,383 56,567,706 32,700,069 22,562,755 19,169,321 17,393,813
Occupancy Percentage (h)............... 95% 96% 97% 97% 97% 97%
====================================================================================================================================
</TABLE>
29
<PAGE> 31
(a) In conjunction with obtaining a $300.0 million mortgage loan on June 30,
1994 (the "1994 Mortgage Loan"), the Company, through the Financing
Partnership, purchased an interest rate protection agreement (the "1994
Interest Rate Protection Agreement") which effectively limited the interest
rate during the initial five-year term of the 1994 Mortgage Loan to 7.20%
per annum. Effective July 1, 1995, the Company replaced the 1994 Interest
Rate Protection Agreement with new interest rate protection agreements and
entered into interest rate swap agreements (together, the "1995 Interest
Rate Protection Agreements") which effectively fixed the annual interest
rate on the 1994 Mortgage Loan at 6.97% for six years through June 30,
2001. As a result of the replacement of the interest rate protection
agreement, the Company incurred a one-time loss of approximately $6.4
million. On May 16, 1997, the Company sold the 1995 Interest Rate
Protection Agreements resulting in a gain of approximately $1.4 million.
The $8.5 million loss on disposition of interest rate protection agreements
for the year ended December 31, 1998 represents the Company's settlement,
through the Operating Partnership, of 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
Company's expectation that it would not issue debt securities associated
with the interest rate protection agreement, the Company settled its
position in the interest rate protection agreement.
(b) Represents a restructuring charge of $6.9 million relating to severance
costs (of which $1.2 million is noncash relating to immediate vesting of
restricted stock) and $5.0 million in costs related to abandoned
acquisitions.
(c) Upon consummation of the Initial Offering in June 1994, certain
Contributing Businesses' loans were repaid and the related unamortized
deferred financing fees totaling $1.5 million were written off. In 1996,
the Company terminated certain revolving credit facilities. The Company
recorded an extraordinary loss of $2.3 million which is comprised of a
prepayment fee, the write-off of unamortized deferred financing fees, legal
costs and other expenses. In 1997, the Company terminated certain mortgage
loans, an unsecured loan and a revolving credit facility and obtained a
commitment to pay off and retire another mortgage loan. The Company
recorded an extraordinary loss of $14.1 million which is comprised of
prepayment fees, 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
Company has reported a cumulative effect of a change in accounting
principle in the amount of approximately $2.0 million to reflect the
write-off of the unamortized balance of organizational costs on the
Company's balance sheet.
(e) Management considers funds from operations to be one financial measure of
the operating performance of an equity REIT that provides a relevant basis
for comparison among REITs and it is presented to assist investors in
analyzing the performance of the Company. In accordance with the National
Association of Real Estate Investment Trusts' definition of funds from
operations, the Company calculates funds from operations to be equal to net
income, excluding gains (or losses) from debt restructuring and sales of
property, plus depreciation and amortization, excluding amortization of
deferred financing costs and interest rate protection agreements, and after
adjustments for unconsolidated partnerships and joint ventures. Funds from
operations does not represent cash generated from operating activities in
accordance with generally accepted accounting principles and is not
necessarily indicative of cash available to fund cash needs, including the
payment of dividends and distributions. Funds from operations should not be
considered as a substitute for net income as a measure of results of
operations or for cash flow from operating activities calculated in
accordance with generally accepted accounting principles as a measure of
liquidity. Funds from operations as calculated by the Company may not be
comparable to similarly titled but differently calculated measures of other
REITs. The following is a reconciliation of net income to funds from
operations:
<TABLE>
<CAPTION>
Contributing
The Company Businesses
------------------------------------------------------------------- ---------------
Six Months Six Months
Year Ended Year Ended Year Ended Year Ended Ended Ended
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94 6/30/94
----------- ------------- -------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net Income (Loss)Available to
Common Stockholders.... $ 45,111 $ 40,090 $ 31,745 $ 11,881 $ 9,548 $ (2,920)
Adjustments:
Depreciation and Other
Amortization................. 62,935 39,268 27,941 22,140 9,802 4,744
Equity in Depreciation and
Other Amortization of Joint
Venture...................... 98 --- --- --- --- ---
Cumulative Effect of Change
in Accounting Principle...... 1,976 --- --- --- --- ---
Restructuring and Abandoned
Pursuit Costs Charge..... 11,941 --- --- --- --- ---
Disposition of Interest Rate
Protection Agreement....... 8,475 (1,430) --- 6,410 --- ---
Gain on Sales of Properties. (5,349) (5,003) (4,344) --- --- ---
Extraordinary Items......... . --- 14,124 2,273 --- --- 1,449
Minority Interest........... 7,961 5,312 2,931 997 778 ---
------------ ----------- ------------ ------------- ----------- ---------
Funds From Operations....... $ 133,148 $ 92,361 $ 60,546 $ 41,428 $ 20,128 $ 3,273
============ =========== ============ ============= =========== =========
</TABLE>
(f) For purposes of computing the ratios of earnings to fixed charges and
preferred stock dividends, earnings have been calculated by adding fixed
charges (excluding capitalized interest) to income (loss) before
extraordinary loss, cumulative effect of change in accounting principle,
gain on sales of properties, restructuring and abandoned pursuit costs
charge, disposition of interest rate protection agreement and income
allocated to minority interest. Fixed charges consist of interest costs,
whether expensed or capitalized, and amortization of interest rate
protection agreement(s) and deferred financing costs.
(g) Earnings were inadequate to cover fixed charges by approximately $1.4
million for the six months ended June 30, 1994, which period was prior to
the Company's initial public offering.
(h) As of end of period and excludes properties under development.
30
<PAGE> 32
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 historical Consolidated Financial
Statements and Notes thereto appearing elsewhere in this Form 10-K.
First Industrial Realty Trust, Inc. was organized in the state of
Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code. The
First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") began
operations on July 1, 1994. The Company's operations are conducted primarily
through First Industrial, L.P. (the "Operating Partnership") of which the
Company is the sole general partner. The Company is the sole stockholder of
First Industrial Finance Corporation, First Industrial Pennsylvania Corporation,
First Industrial Harrisburg Corporation, First Industrial Securities
Corporation, First Industrial Mortgage Corporation, First Industrial
Indianapolis Corporation, FI Development Services Corporation and First
Industrial Florida Finance Corporation, which are the sole general partners of
First Industrial Financing Partnership, L.P. (the "Financing Partnership"),
First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First
Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial
Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage
Partnership, L.P. (the "Mortgage Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), First Industrial Development Services,
L.P. and TK-SV, LTD., respectively. The Operating Partnership is the sole
limited partner of the Financing Partnership, the Pennsylvania Partnership, the
Harrisburg Partnership, the Securities Partnership, the Mortgage Partnership,
the Indianapolis Partnership, First Industrial Development Services, L.P and
TK-SV, LTD. The Operating Partnership is also the sole member of limited
liability companies (the "L.L.C.'s), and the majority stockholder of First
Industrial Enterprises of Michigan and FR Development Services, Inc. The
Company, through wholly owned limited liability companies in which the Operating
Partnership is the sole member, also owns a 10% equity interest in and provides
asset and property management services to a joint venture which invests in
industrial properties.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997
At December 31, 1998, the Company owned 987 in-service properties
containing approximately 69.3 million square feet of GLA, compared to 769
in-service properties with approximately 56.4 million square feet of GLA at
December 31, 1997. During 1998, the Company acquired 247 properties containing
approximately 12.3 million square feet of GLA, completed development of 12
properties and expansions of 2 properties totaling 2.6 million square feet of
GLA and sold 41 in-service properties totaling 2.0 million square feet of GLA
and several land parcels.
Rental income and tenant recoveries and other income increased in 1998
over 1997 by approximately $139.3 million or 66.2% due primarily to the
properties acquired or developed after December 31, 1996 (between January 1,
1997 and December 31, 1998, the Company acquired approximately $1.4 billion of
industrial properties). Revenues from properties owned prior to January 1, 1997
increased in 1998 over 1997 by approximately $2.2 million or 1.5% due primarily
to increased rental rates upon renewal or replacement of tenant leases offset by
a decrease in tenant recovery income charges related to the decrease in
operating expenses as discussed below.
Interest income-defeasance in 1997 represents interest income earned on
U.S. Government securities and cash proceeds from such securities upon maturity
that were pledged as collateral to legally defease the Company's $300.0 million
mortgage loan (the "1994 Defeased Mortgage Loan").
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $39.7 million or 66.5% due primarily to the
properties acquired or developed after December 31, 1996 (between January 1,
1997 and December 31, 1998, the Company acquired approximately $1.4 billion of
industrial properties). Expenses from properties owned prior to January 1, 1997,
decreased by approximately $.5 million or 1.1% due primarily to a decrease in
snow removal and related expenses incurred for properties located in certain of
the Company's metropolitan areas during the year ended December 31, 1998 as
compared to the year ended December 31, 1997.
General and administrative expense increased by approximately $6.7
million, of which, approximately $4.0 million is due primarily to the additional
expenses associated with managing the Company's growing operations including
additional professional fees relating to additional properties owned and
additional personnel to manage and expand the Company'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
31
<PAGE> 33
Acquisitions" ("EITF 97-11"), which requires that internal costs of
preacquisition activities incurred in connection with the acquisition of an
operating property should be expensed as incurred. The Company adopted EITF
97-11 on March 19, 1998.
Interest expense increased by approximately $22.0 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 Company acquired
approximately $1.4 billion of industrial properties).
Amortization of interest rate protection agreements and deferred
financing costs decreased by approximately $1.9 million due primarily to the
full amortization of the deferred financing costs relating to the Company's 1994
Defeased Mortgage Loan which was paid off and retired on January 2, 1998, offset
by amortization of deferred financing costs relating to the issuance of
additional senior unsecured debt.
Depreciation and other amortization increased by approximately $24.2
million due primarily to the additional depreciation and amortization related to
the properties acquired or developed after December 31, 1996 (between January 1,
1997 and December 31, 1998, the Company acquired approximately $1.4 billion of
industrial properties).
The $11.9 million restructuring and abandoned pursuit costs charge for
the year ended December 31, 1998 represents a charge in connection with the
Company's restructuring, including approximately $6.9 million in severance costs
(of which approximately $1.2 million is non-cash relating to immediate vesting
of restricted stock) and approximately $5.0 million in costs related to
abandoned acquisitions.
Equity in Income of Joint Venture of approximately $.05 million for the
year ended December 31, 1998 represents the Company's 10% equity interest in the
income of the September 1998 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 Company's
settlement, through the Operating Partnership, of 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
Company's expectation that it would not issue debt securities associated with
the interest rate protection agreement, the Company settled its position in the
interest rate protection agreement.
The $1.4 million gain on disposition of interest rate protection
agreements for the year ended December 31, 1997 represents the sale of the
Company's interest rate protection agreements in April 1997. These agreements
were entered into in July 1995 and effectively fixed the annual interest rate on
the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001.
The $5.3 million gain on sales of properties for the year ended
December 31, 1998 resulted from the sale of 41 in-service properties and several
parcels of land. Gross proceeds for these property sales totaled approximately
$99.9 million.
The $5.0 million gain on sales of properties for the year ended
December 31, 1997 resulted from the sale of ten in-service properties, one
property held for redevelopment and several parcels of land. Gross proceeds for
these property sales totaled approximately $33.7 million.
The $14.1 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 various
mortgage loans, an unsecured loan and a revolving line of credit and the
commitment to retire the 1994 Defeased Mortgage Loan.
The $2.0 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 Company'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"), as further discussed later in this
Management's Discussion and Analysis.
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COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996
At December 31, 1997, the Company owned 769 in-service properties
containing approximately 56.4 million square feet of GLA, compared to 379
in-service properties with approximately 32.7 million square feet of GLA at
December 31, 1996. During 1997, the Company acquired 389 properties containing
approximately 22.8 million square feet of GLA, completed development of ten
properties and expansions of two properties totaling 1.7 million square feet of
GLA and sold ten in-service properties totaling .8 million square feet of GLA,
one property held for redevelopment and several land parcels.
Rental income and tenant recoveries and other income increased in 1997
over 1996 by approximately $70.4 million or 50.2% due primarily to the
properties acquired after December 31, 1995. Revenues from properties owned
prior to January 1, 1996 increased in 1997 over 1996 by approximately $2.1
million or 2.0% due primarily to increased rental rates upon renewal or
replacement of tenant leases.
Interest income-defeasance in 1997 represents interest income earned on
U.S. Government securities and cash proceeds from such securities upon maturity
that were pledged as collateral to legally defease the 1994 Defeased Mortgage
Loan.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased in 1997 over 1996 by approximately $20.5 million or 52.4% due
primarily to properties acquired after December 31, 1995. For properties owned
prior to January 1, 1996, property expenses remained relatively unchanged.
General and administrative expense increased in 1997 over 1996 by
approximately $2.2 million due primarily to the additional expenses associated
with managing the Company's growing operations including additional professional
fees relating to additional properties owned and personnel to manage and expand
the Company's business.
Interest expense increased by approximately $20.9 million for the year
ended December 31, 1997 compared to the year ended December 31, 1996 due
primarily to a higher average debt balance to fund the purchase of U.S.
Government securities to legally defease the 1994 Defeased Mortgage Loan and to
fund the acquisition and development of additional properties.
Depreciation and other amortization increased in 1997 over 1996 by
approximately $11.5 million due primarily to the additional depreciation and
amortization related to the properties acquired and placed in service after
December 31, 1995.
The $1.4 million gain on disposition of interest rate protection
agreements for the year ended December 31, 1997 represents the sale of the
Company's interest rate protection agreements in April 1997. These agreements
were entered into in July 1995 and effectively fixed the annual interest rate on
the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001.
The $5.0 million gain on sales of properties for the year ended
December 31, 1997 resulted from the sale of ten in-service properties, one
property under redevelopment and several parcels of land. Gross proceeds for
these property sales totaled approximately $33.7 million.
The $4.3 million gain on sales of properties for the year ended
December 31, 1996 resulted from the sale of three in-service properties. Gross
proceeds for these property sales totaled approximately $15.0 million.
The $14.1 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 various
mortgage loans, an unsecured loan and a revolving line of credit and the
commitment to retire the 1994 Defeased Mortgage Loan.
The $2.3 million extraordinary loss for the year ended December 31,
1996 represents the write-off of unamortized deferred financing costs, legal
fees and other costs that were incurred to terminate various mortgage loans and
various revolving lines of credit.
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LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Company's cash and cash equivalents was
approximately $21.8 million and restricted cash was approximately $11.0 million.
Included in restricted cash are approximately $3.3 million of cash reserves
required to be set aside under the Company's $40.0 million mortgage loan (the
"1995 Mortgage Loan") for payments of security deposit refunds, tenant
improvements, capital expenditures, interest, real estate taxes, and insurance.
The portion of the cash reserve relating to payments for capital expenditures,
interest, real estate taxes, and insurance for properties collateralizing the
1995 Mortgage Loan is established monthly, distributed to the Company as such
expenditures are made and is replenished to a level adequate to make the next
periodic payment of such expenditures. The portion of the cash reserve relating
to security deposit refunds for the tenants occupying the properties
collateralizing the 1995 Mortgage Loan is adjusted as tenants turn over. Also
included in restricted cash is approximately $7.7 million of gross proceeds from
the sale of properties. These sales proceeds will be disbursed as the Company
exchanges into properties under Section 1031 of the Internal Revenue Code.
YEAR ENDED DECEMBER 31, 1998
Net cash provided by operating activities of approximately $149.1
million for the year ended December 31, 1998 was comprised primarily of net
income before minority interest of approximately $83.7 million and adjustments
for non-cash items of approximately $59.0 million and the net change in
operating assets and liabilities of approximately $6.4 million. The adjustments
for the non-cash items are primarily comprised of depreciation and amortization,
a provision for bad debts and the cumulative effect of a change in accounting
principle due to the adoption of SOP 98-5 (as further discussed later in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations), offset by the gain on sales of real estate, equity in income of
joint venture and the effect of the straight-lining of rental income.
Net cash used in investing activities of approximately $535.6 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, closing costs from the sales
of real estate, investment in joint venture and an increase in restricted cash
used to effect Section 1031 exchanges, offset by the proceeds from the sales of
real estate and the repayment of mortgage loans receivable.
Net cash provided by financing activities of approximately $395.1
million for the year ended December 31, 1998 was comprised primarily of the net
proceeds from the issuance of common stock, preferred stock and senior unsecured
debt, net borrowings under the Company's $300.0 million unsecured revolving
credit facility (the "1997 Unsecured Acquisition Facility") and a decrease in
restricted cash which was used to pay down and retire the 1994 Defeased Mortgage
Loan, offset by repayments of mortgage loans and common and preferred stock
dividends and distributions.
YEAR ENDED DECEMBER 31, 1997
Net cash provided by operating activities of approximately $102.6
million for the year ended December 31, 1997 was comprised primarily of net
income before minority interest of approximately $57.3 million and adjustments
for non-cash items of approximately $48.9 million, offset by the net change in
operating assets and liabilities of approximately $3.6 million. The adjustments
for the non-cash items are primarily comprised of depreciation and amortization,
extraordinary loss and a provision for bad debts, offset by the gain on
disposition of interest rate protection agreements, the gain on sales of real
estate and the effect of the straight-lining of rental income.
Net cash used in investing activities of approximately $805.5 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, closing costs from the sales
of real estate and the funding of mortgage loans receivable, offset by the
proceeds from the sales of real estate, a decrease in restricted cash due to the
use of restricted cash to purchase properties to effect Section 1031 exchanges
and repayment of mortgage loans receivable.
Net cash provided by financing activities of approximately $708.4
million for the year ended December 31, 1997 was comprised primarily of the net
proceeds from the issuance of common stock, preferred stock and senior unsecured
debt, net borrowings under the Company's $200.0 million unsecured revolving
credit facility and proceeds
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from the sale of interest rate protection agreements, offset by repayments of
unsecured debt, promissory notes payable and mortgage loans payable, the
purchase of U.S. Government securities to defease the 1994 Defeased Mortgage
Loan and common and preferred stock dividends and distributions.
YEAR ENDED DECEMBER 31, 1996
Net cash provided by operating activities of approximately $62.6
million for the year ended December 31, 1996 was comprised primarily of net
income before minority interest of approximately $38.6 million and adjustments
for non-cash items of approximately $28.2 million, offset by the net change in
operating assets and liabilities of approximately $4.2 million. The adjustments
for the non-cash items are primarily comprised of depreciation and amortization,
extraordinary loss and a provision for bad debts, offset by the gain on sales of
real estate and the effect of the straight-lining of rental income.
Net cash used in investing activities of approximately $240.6 million
for the year ended December 31, 1996 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate and closing costs from the
sales of real estate, offset by the proceeds from the sales of real estate and a
decrease in restricted cash due to a decrease in cash reserves related to the
1994 Defeased Mortgage Loan.
Net cash provided by financing activities of approximately $176.7
million for the year ended December 31, 1996 was comprised primarily of the net
proceeds from the issuance of common stock and the net proceeds from mortgage
loans payable, offset by net repayments under the Company's $200.0 million
unsecured revolving credit facility, repayments of construction loans payable
and mortgage loans payable and common and preferred stock dividends and
distributions.
FUNDS FROM OPERATIONS AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
Funds from operations increased by approximately $40.8 million or 44.2%
in 1998 compared to 1997 and increased by approximately $31.8 million or 52.6%
in 1997 compared to 1996 as a result of the factors discussed in the analysis of
operating results above. Management considers funds from operations to be one
financial measure of the operating performance of an equity REIT that provides a
relevant basis for comparison among REITs and it is presented to assist
investors in analyzing the performance of the Company. In accordance with the
National Association of Real Estate Investment Trusts' definition of funds from
operations, the Company calculates funds from operations to be equal to net
income, excluding gains (or losses) from debt restructuring and sales of
property, plus depreciation and amortization, excluding amortization of deferred
financing costs and interest rate protection agreements, and after adjustments
for unconsolidated partnerships and joint ventures. Funds from operations does
not represent cash generated from operating activities in accordance with
generally accepted accounting principles and is not necessarily indicative of
cash available to fund cash needs, including the payment of dividends and
distributions. Funds from operations should not be considered as a substitute
for net income as a measure of results of operations or for cash flow from
operating activities (calculated in accordance with generally accepted
accounting principles) as a measure of liquidity. Funds from operations as
calculated by the Company may not be comparable to similarly titled but
differently calculated measures of other REITs.
The ratio of earnings to fixed charges and preferred stock dividends
was 1.62 for the year ended December 31, 1998 compared to 1.79 for the year
ended December 31, 1997 and 1.88 for the year ended December 31, 1996. The
decrease in the earnings to fixed charges and preferred stock dividends between
fiscal years 1998 and 1997 is primarily due to additional interest expense and
preferred stock dividends incurred in fiscal year 1998 from additional debt and
preferred stock 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. The decrease in the earnings to
fixed charges and preferred stock dividends between fiscal year 1997 and 1996 is
primarily due to additional interest expense and preferred stock dividends
incurred in fiscal year 1997 from additional debt and preferred stock issued to
fund property acquisitions and to legally defease the 1994 Defeased Mortgage
Loan, which is partially offset by higher net operating income from the property
acquisitions as discussed in "Results of Operations" above.
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MARKET RISK
The following discussion about the Company's risk-management activities
includes "forward-looking statements" that involve risk and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statements.
This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Company at December 31, 1998 that are sensitive to changes
in the interest rates. While this analysis may have some use as a benchmark, it
should not be viewed as a forecast.
In the normal course of business, the Company also faces risks that are
either non-financial or non-quantifiable. Such risks principally include credit
risk and legal risk and are not represented in the following analysis.
At December 31, 1998, $134.8 million (approximately 11% of total debt
at December 31, 1998) of the Company's debt was variable rate debt (all of the
variable rate debt relates to the Company's 1997 Unsecured Acquisition Facility)
and $1,057.1 million (approximately 89% of total debt at December 31, 1998) was
fixed rate debt. The Company 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
Company'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 Company does not enter into financial
instruments for trading or other speculative purposes.
For fixed rate debt, changes in interest rates generally affect the
fair value of the debt, but not earnings or cash flows of the Company.
Conversely, for variable rate debt, changes in the interest rate generally do
not impact the fair value of the debt, but would affect the Company's future
earnings and cash flows. The interest rate risk and changes in fair market value
of fixed rate debt generally do not have a significant impact on the Company
until the Company is required to refinance such debt. See Note 6 to the
consolidated financial statements for a discussion of the maturity dates of the
Company's various fixed rate debt.
Based upon the amount of variable rate debt outstanding at December 31,
1998, a 10% increase or decrease in the interest rate on the Company's variable
rate debt would decrease or increase, respectively, future net income and cash
flows by approximately $.9 million per year. A 10% increase in interest rates
would decrease the fair value of the fixed rate debt at December 31, 1998 by
approximately $47.9 million to $988.7 million. A 10% decrease in interest rates
would increase the fair value of the fixed rate debt at December 31, 1998 by
approximately $52.3 million to $1,088.9 million. A 10% increase in interest
rates would decrease the fair value of the Written Options at December 31, 1998
by approximately $4.0 million to $9.2 million. A 10% decrease in interest rates
would increase the fair value of the Written Options at December 31, 1998 by
approximately $4.5 million to $17.7 million.
Information relating to the Company's interest rate protection agreement
that was settled on November 5, 1998 is disclosed below in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
In 1998, the Company acquired 247 industrial properties comprising
approximately 12.3 million square feet of GLA and several land parcels for a
total purchase price of approximately $560.1 million, completed the development
of 12 properties and expansions of two properties comprising approximately 2.6
million square feet of GLA at a cost of approximately $85.9 million and sold 41
in-service properties comprising approximately 2.0 million square feet of GLA
and several land parcels for gross proceeds of $99.9 million (approximately
$56.3 million of the gross sales proceeds were received from the September 1998
Joint Venture to which the Company sold 21 of the 41 properties at the Company's
net book value). The gain on sales of real estate was approximately $5.3
million.
The Company has committed to the construction of 20 development
projects totaling approximately 2.5 million square feet of GLA. The estimated
total construction costs are approximately $101.9 million. These
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developments are expected to be funded with cash flow from operations as well as
borrowings under the Company's 1997 Unsecured Acquisition Facility.
During the period January 1, 1999 through March 12, 1999, the Company
acquired or completed development of four industrial properties and one land
parcel for a total estimated investment of approximately $28.0 million. The
Company also sold seven industrial properties for approximately $12.5 million of
gross proceeds.
REAL ESTATE HELD FOR SALE
The Company 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, 1998, the Company had
three industrial properties located in New Jersey comprising approximately
148,874 square feet of GLA held for sale, one industrial property located in
Michigan comprising approximately 32,470 square feet of GLA held for sale and
one industrial property located in Colorado comprising approximately 26,922
square feet of GLA held for sale. Income from operations of the five industrial
properties held for sale for the twelve months ended December 31, 1998, 1997 and
1996 is $.8 million, $.6 million and $.1 million, respectively. Net carrying
value of the five industrial properties held for sale at December 31, 1998 is
$9.7 million. There can be no assurance that such properties held for sale will
be sold.
INVESTMENT IN JOINT VENTURE
On September 28, 1998, the Company, through a wholly-owned limited
liability company in which the Operating Partnership is the sole member, entered
into a joint venture arrangement (the "September 1998 Joint Venture") with an
institutional investor to invest in industrial properties. The Company, through
wholly-owned limited liability companies 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 Company has
the option of purchasing all of the properties owned by the September 1998 Joint
Venture at a price determined by the provisions of the co-ownership agreement
between the Company and the September 1998 Joint Venture's other partner. The
Company received approximately $2.3 million (net of the intercompany
elimination) in acquisition, asset management and property management fees in
1998 from the September 1998 Joint Venture. The Company accounts for the
September 1998 Joint Venture under the equity method of accounting. As of
December 31, 1998, the September 1998 Joint Venture owned 130 industrial
properties comprising approximately 6.3 million square feet of GLA.
MORTGAGE LOANS AND SENIOR UNSECURED DEBT
On April 16, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $2.5 million (the
"Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is
collateralized by one property in Baltimore, Maryland, bears interest at a fixed
rate of 8.95% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on
October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after
October 2001 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
On July 16, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $2.6 million (the
"Acquisition Mortgage Loan V"). The Acquisition Mortgage Loan V is
collateralized by one property in Tampa, Florida, bears interest at a fixed rate
of 9.01% and provides for monthly principal and interest payments based on a
30-year amortization schedule. The Acquisition Mortgage Loan V matures on
September 1, 2006. The Acquisition Mortgage Loan V may be prepaid only after
August 2002 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
On August 31, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $1.0 million (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.
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On August 31, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $1.4 million (the
"Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII is
collateralized by one property in Milwaukie, 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 Company, 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 is
collateralized by three properties in Richland Hills, Texas, bears interest at a
fixed rate of 8.450% and provides for monthly principal and interest payments
based on a 143-month amortization schedule. The Acquisition Mortgage Loan VIII
matures on July 1, 2009.
On March 31, 1998, the Company, through the Operating Partnership,
issued $100.0 million 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 Company received
approximately $2.8 million of proceeds from the Remarketing Dealer as
consideration for the Call Option. The Company is amortizing these 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 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 Company also settled an interest
rate protection agreement, in the notional amount of $100.0 million, 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 Company, through the Operating Partnership,
issued $200.0 million of senior unsecured debt which matures on July 15, 2028
and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of
the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January
15 and July 15. The Company also settled interest rate protection agreements, in
the notional amount of $150.0 million, 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 $50.0 million of the 2028 Notes was purchased,
through a broker/dealer, by an entity in which a Director of the Company owns
greater than a ten percent interest.
On November 5, 1998 the Company, 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 Company's expectation that it would not issue debt securities
associated with the interest rate protection agreement, the Company settled its
position. As a result, the Company recognized an expense of approximately $8.5
million associated with the settlement of this interest rate protection
agreement in the fourth quarter of 1998.
ISSUANCE OF PREFERRED STOCK, COMMON STOCK AND EMPLOYEE STOCK OPTIONS
On February 4, 1998, the Company issued 5,000,000 Depositary Shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an
initial offering price of $25 per Depositary Share. Dividends on the Series D
Preferred Stock represented by the Depositary Shares are cumulative from the
date of initial issuance and are payable quarterly in arrears. With respect to
the dividends and amounts upon liquidation, dissolution or winding up, the
Series D Preferred Stock ranks senior to payments on the Company's $.01 par
value common stock ("Common Stock") and pari passu with the Company's 9 1/2%,
$.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred
Stock"), 8 3/4%, $.01 par value,
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Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), 8 5/8%,
$.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred
Stock") and Series E Preferred Stock (defined below); however, the Series A
Preferred Stock has the benefit of a guarantee by First Industrial Securities,
L.P. The Series D Preferred Stock is not redeemable prior to February 4, 2003.
On and after February 4, 2003, the Series D Preferred Stock is redeemable for
cash at the option of the Company, in whole or part, at a redemption price
equivalent to $25 per Depositary Share, or $125.0 million in the aggregate, plus
dividends accrued and unpaid to the redemption date. The Series D Preferred
Stock has no stated maturity and is not convertible into any other securities of
the Company.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. Dividends on the Series E Preferred
Stock represented by the Depositary Shares are cumulative from the date of
initial issuance and are payable quarterly in arrears. With respect to the
payment of dividends and amounts upon liquidation, dissolution or winding up,
the Series E Preferred Stock ranks senior to payments on the Company's Common
Stock and pari passu with the Company's Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however,
the Series A Preferred Stock has the benefit of a guarantee by First Industrial
Securities, L.P. The Series E Preferred Stock is not redeemable prior to March
18, 2003. On and after March 18, 2003, the Series E Preferred Stock is
redeemable for cash at the option of the Company, in whole or in part, at a
redemption price equivalent to $25 per Depositary Share, or $75.0 million in the
aggregate, plus dividends accrued and unpaid to the redemption date. The Series
E Preferred Stock has no stated maturity and is not convertible into any other
securities of the Company.
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 price per share in the April 1998 Equity Offering was $32.625,
resulting in gross offering proceeds of $36.3 million. Proceeds to the Company,
net of purchaser's discount and total offering expenses, were approximately
$33.1 million.
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 employee
stock options to 13,602 shares of restricted Common Stock. These shares of
restricted Common Stock had a fair value of $2.3 million on the date of grant.
The restricted Common Stock vests over a period from five to ten years.
Compensation expense will be charged to earnings over the respective vesting
period.
On January 2, 1998, the Company granted 4,370,000 non-qualified
employee stock options. These stock options vest over three years based upon
certain performance measures. The stock options have a strike price of $35.8125
per share and expire ten years from the date of grant.
On May 14, 1998, the Company granted 899,000 non-qualified employee
stock options. These stock-options vest over one year and have a strike price of
$31.13 per share. These stock options expire between seven and ten years from
the date of grant.
On November 11, 1998, the Company granted 13,700 non-qualified employee
stock options. These stock-options vest immediately and have a strike price of
$30.00 per share. These stock options expire three years from the date of grant.
On December 3, 1998, the Company granted 40,000 non-qualified employee
stock options to two senior executive officers of the Company. These
stock-options vest immediately and have a strike price of $24.00 per share.
These stock options expire ten years from the date of grant.
DIVIDENDS/DISTRIBUTIONS
On January 20, 1998, the Company and the Operating Partnership paid a
fourth quarter 1997 distribution of $.53 per common share/Unit, totaling
approximately $22.0 million. On April 20, 1998, the Company and Operating
Partnership paid a first quarter 1998 distribution of $.53 per common
share/Unit, totaling approximately $22.5 million. On July 20, 1998, the Company
and the Operating Partnership paid a second quarter 1998 distribution of $.53
per common share/Unit, totaling approximately $23.6 million. On October 19,
1998, the Company and the Operating Partnership paid a third quarter 1998
distribution of $.53 per common share/Unit, totaling approximately $23.7
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million. On January 19, 1999, the Company and the Operating Partnership paid a
fourth quarter 1998 distribution of $.60 per common share/Unit, totaling
approximately $27.1 million.
On March 31, 1998, the Company paid first quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock and a period prorated first quarter preferred stock
dividend of $30.365 per share (equivalent to $.30365 per Depositary Share) on
its Series D Preferred Stock. The preferred stock dividends paid on March 31,
1998 totaled, in the aggregate, approximately $5.8 million. On March 31, 1998,
the Company accrued a first quarter period prorated preferred stock dividend of
$7.13194 per share (equivalent to $.0713194 per Depositary Share), totaling $.2
million, on its Series E Preferred Stock.
On June 30, 1998, the Company paid second quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per
Depositary Share) on its Series D Preferred Stock and a period prorated first
quarter dividend and a second quarter dividend totaling $56.5069 per share
(equivalent to $.565069 per Depositary Share) on its Series E Preferred Stock.
The preferred stock dividends paid on June 30, 1998 totaled, in the aggregate,
approximately $8.4 million.
On September 30, 1998, the Company paid third quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per
Depositary Share) on its Series D Preferred Stock and $49.375 per share
(equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock.
The preferred stock dividends paid on September 30, 1998 totaled, in the
aggregate, approximately $8.2 million.
On December 31, 1998, the Company paid fourth quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per
Depositary Share) on its Series D Preferred Stock and $49.375 per share
(equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock.
The preferred stock dividends paid on December 31, 1998 totaled, in the
aggregate, approximately $8.2 million.
In March 1999, the Company declared a first quarter dividend of $.60
per share/Unit on its common stock which is payable on April 19, 1999. The
Company also declared a first quarter dividend of $.59375 per share, $54.688 per
share ($.54688 per depositary share), $53.906 per share ($.53906 per depositary
share), $49.687 per share ($.49687 per depositary share) and $49.375 per share
($.49375 per depositary share) on its Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, respectively, which is payable on March 31, 1999.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Company has considered its short-term (one year or less) liquidity
needs and the adequacy of its estimated cash flow from operations and other
expected liquidity sources to meet these needs. The Company believes that its
principal short-term liquidity needs are to fund normal recurring expenses, debt
service requirements and the minimum distribution required to maintain the
Company's REIT qualification under the Internal Revenue Code. The Company
anticipates that these needs will be met with cash flows provided by operating
activities.
The Company expects to meet long-term (greater than one year) liquidity
requirements such as property acquisitions, developments, scheduled debt
maturities, major renovations, expansions and other nonrecurring capital
improvements through long-term secured and unsecured indebtedness and the
issuance of additional equity securities. The Company is also actively
considering joint ventures with institutional partners and the disposition of
select assets as additional financing strategies. As of December 31, 1998 and
March 12, 1999, $589.2 million of common stock, preferred stock and depositary
shares and $100.0 million of debt securities were registered and
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unissued under the Securities Act of 1933, as amended. The Company may finance
the development or acquisition of additional properties through borrowings under
the 1997 Unsecured Acquisition Facility. At December 31, 1998, borrowings under
the 1997 Unsecured Acquisition Facility bore interest at a weighted average
interest rate of 6.5%. As of March 12, 1999, the Company had approximately
$156.7 million available in additional borrowings under the 1997 Unsecured
Acquisition Facility.
RELATED PARTY TRANSACTIONS
The Company 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 Company utilizes real estate brokerage services
from CB Richard Ellis for which a relative of one of the Company's
officers/Directors is an employee.
On November 19, 1997, the Company exercised an option that was granted
on March 19, 1996 to purchase a 100,000 square foot bulk warehouse property
located in Indianapolis, Indiana for approximately $3.3 million. The property
was purchased from a partnership in which one of the Company's officers owned a
33.0% interest.
From time to time, the Company utilizes leasing services from an entity
for which one of the Company's former officers located in a regional office owns
a 62.5% ownership interest. For the year ended December 31, 1998, the Company
has paid approximately $.2 million of leasing commissions to this entity.
On July 16, 1998, the Company, through the Operating Partnership,
completed an acquisition of a real estate firm of which a former officer and an
employee of the Company owned a 77.5% interest. Gross proceeds to the real
estate firm totaled approximately $2.3 million. In conjunction with the
acquisition of the real estate firm, the Company also acquired an industrial
property from this same entity for a purchase price of approximately $3.2
million, excluding costs incurred in connection with the acquisition of the
property.
On June 23, 1998, the Company, through the Operating Partnership,
purchased a 292,471 square foot light industrial property located in Denver,
Colorado for approximately $12.2 million. The property was purchased from a
company in which one of the Company's officers owned a 12.08% interest.
Of the 247 industrial properties purchased by the Company during the
year ended December 31, 1998, 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
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 $7.9
million, excluding costs incurred in conjunction with the acquisition of the
properties.
In the fourth quarter of 1998, the Company sold three industrial
properties to a former officer and Director of the Company for gross proceeds of
approximately $10.7 million. The former officer and Director has the option of
selling the properties back to the Company and the Company has the option of
buying the properties from the former officer and Director. The gain on sale
from the sale of these properties has been deferred and will be recognized if
the above mentioned options are not exercised.
ENVIRONMENTAL
The Company incurred environmental costs of $.3 million and $.3 million
in 1998 and 1997, respectively. The Company estimates 1999 costs of
approximately $.2 million. The Company estimates that the aggregate cost which
needs to be expended in 1999 and beyond with regard to currently identified
environmental issues will not exceed approximately $2.3 million, a substantial
amount of which will be the primary responsibility of the tenant, the seller to
the Company or another responsible party. This estimate was determined by a
third party evaluation.
INFLATION
For the last several years, inflation has not had a significant impact
on the Company because of the relatively low inflation rates in the Company's
markets of operation. Most of the Company's leases require the tenants to pay
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their share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing the Company's exposure to increases
in costs and operating expenses resulting from inflation. In addition, many of
the outstanding leases expire within five years which may enable the Company to
replace existing leases with new leases at higher base rentals if rents of
existing leases are below the then-existing market rate.
YEAR 2000 COMPLIANCE
The Year 2000 compliance issue concerns the inability of computerized
information systems and non-information systems to accurately calculate, store
or use a date after 1999. This could result in computer systems failures or
miscalculations causing disruptions of operations. The Year 2000 issue affects
almost all companies and organizations.
The Company has discussed its software applications and internal
operational programs with its current information systems' vendor and, based on
such discussions, believes that such applications and programs will properly
recognize calendar dates beginning in the year 2000. The Company is discussing
with its material third-party service providers, such as its banks, payroll
processor and telecommunications provider, their Year 2000 compliance and is
assessing what effect their possible non-compliance might have on the Company.
In addition, the Company is discussing with its material vendors the possibility
of any interface difficulties and/or electrical or mechanical problems relating
to the year 2000 which may affect properties owned by the Company. The Company
has also surveyed substantially all of its tenants to determine the status of
their Year 2000 compliance and what effect their possible non-compliance might
have on the Company. The Company is currently processing the information
obtained from such tenant surveys and remains in discussions with its material
vendors and third-party service providers. Of the tenant surveys processed to
date, all have stated that they are either Year 2000 compliant or will be Year
2000 compliant by the end of 1999. The Company plans to complete its assessment
of Year 2000 compliance by such parties by June 30, 1999. Until such time the
Company cannot estimate any potential adverse impact resulting from the failure
of tenants, vendors or third-party service providers to address their Year 2000
issues; however, to date, no significant Year 2000-related conditions have been
identified.
Because the Company's evaluation of its Year 2000 issues has been
conducted by its own personnel or by its vendors in connection with their
servicing operations, the Company's expenditures for assessing its Year 2000
issues, though difficult to quantify, to date have not been material. In
addition, the Company is not aware of any Year 2000-related conditions that it
believes would likely require any material expenditures by the Company in the
future.
Based on its current information, the Company believes that the risk
posed by any foreseeable Year 2000-related problem with its internal systems and
the systems at its properties (including both information and non-information
systems) or with its vendors or tenants is minimal. Year 2000-related problems
with the Company's software applications and internal operational programs or
with the electrical or mechanical systems at its properties are unlikely to
cause more than minor disruptions in the Company's operations. The Company
believes that the risk posed by Year 2000-related problems at certain of its
third-party service providers, such as its banks, payroll processor and
telecommunications provider is marginally greater, though, based on its current
information, the Company does not believe any such problems would have a
material effect on its operations. Any Year 2000 related problems at such
third-party service providers could delay the processing of financial
transactions and the Company's payroll and could disrupt the Company's internal
and external communications. At this time, the Company has not developed and
does not anticipate developing any contingency plans with respect to Year 2000
issues. In addition, the Company has no plans to seek independent verification
or review of its assessment of its Year 2000 issues. The Company does intend to
complete its assessment of, and to continue to monitor, its Year 2000 issues and
will develop contingency plans if, and to the extent, deemed necessary.
While the Company believes that it will be Year 2000 compliant by
December 31, 1999, there can be no assurance that the Company has been or will
be successful in identifying and assessing Year 2000 issues, or that, to the
extent identified, the Company's efforts to remediate such issues will be
effective such that Year 2000 issues will not have a material adverse effect on
the Company's business, financial condition or results of operation.
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OTHER
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income". This statement, effective for fiscal years beginning
after December 15, 1997, requires the Company to report components of
comprehensive income in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income is defined by
Concepts Statement No. 6, "Elements of Financial Statements" as the change in
the equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners. The Company's net income available to common
stockholders approximates its comprehensive income as defined in Concepts
Statement No. 6, "Elements of Financial Statements".
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information". This statement, effective for financial statements for fiscal
years beginning after December 15, 1997, 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. The sole business of the Company
is the owning and the operation of industrial properties. The Company evaluates
operating results and allocates resources on a property-by-property basis.
Accordingly, the Company has concluded it has a single reportable segment for
FAS 131 purposes. Further, all operations are within the United States and no
tenant comprises more than 10% of consolidated revenues. Therefore, no
additional disclosure due to the adoption of FAS 131 is currently required.
In March 1998, the FASB's Emerging Issues Task Force (the "Task Force")
issued 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, requires that internal costs of preacquisition
activities incurred in connection with the acquisition of an operating property
be expensed as incurred. The Task Force concluded that a property is considered
operating if, at the date of acquisition, major construction activity is
substantially completed on the property and (a) it is held available for
occupancy upon completion of tenant improvements by the acquirer or (b) it is
already income producing. The Company adopted EITF 97-11 as of March 19, 1998.
Prior to March 19, 1998, the Company capitalized internal costs of
preacquisition activities incurred in connection with the acquisition of
operating properties. The adoption of EITF 97-11 resulted in a cumulative
increase of approximately $2.7 million in the amount of general and
administrative expense reflected in the Company's consolidated statement of
operations in 1998.
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. In the second quarter of 1998, the Company reported a cumulative
effect of a change in accounting principle in the amount of approximately $2.0
million to reflect the write-off of the unamortized balance of organizational
costs on the Company's balance sheet.
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,
1999, 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 Company 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.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule on
page F-1 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 10, Item 11, Item 12 and Item 13 will be
contained in a definitive proxy statement which the Registrant anticipates
will be filed no later than April 15, 1999, and thus is incorporated
herein by reference in accordance with General Instruction G(3) to Form
10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS (1 &
2) See Index To Financial Statements And Financial Statement Schedule
On Page F-1 Of This Form 10-K
(3) Exhibits:
Exhibits Description
- -------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997
(incorporated by reference to Exhibit 1 of the Company's Form 8-K,
dated September 4, 1997, as filed on September 29, 1997, File No.
1-13102)
3.3 Articles of Amendment to the Company's Articles of Incorporation, dated
June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form
10-Q of the Company for the fiscal quarter ended June 30, 1996, File
No. 1-13102)
3.4 Articles Supplementary relating to the Company's 9 1/2% Series A
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.4 of the Form 10-Q of the Company for the fiscal quarter
ended June 30, 1996, File No. 1-13102)
3.5 Articles of Amendment to the Company's Articles of Incorporation, dated
May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q
of the Company for the fiscal quarter ended June 30, 1996, File No.
1-13102)
3.6 Articles Supplementary relating to the Company's 8 3/4% Series B
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter
ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company
filed May 30, 1997, File No. 1-13102)
3.7 Articles Supplementary relating to the Company's 8 5/8% Series C
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File
No. 1-13102)
3.8 Articles Supplementary relating to the Company's 7.95% Series D
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998,
File No. 1-13102)
3.9 Articles Supplementary relating to the Company's 7.90% Series E
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, File No. 1-13102)
3.10 Articles Supplementary relating to the Company's Junior Participating
Preferred Stock, $.01 par value (incorporated by reference to Exhibit
4.10 of Form S-3 of the Company and First Industrial, L.P. dated
September 24, 1997, Registration No. 333-29879)
4.1 Form of Amended and Restated Articles of Incorporation of First
Industrial Securities Corporation (incorporated by reference to Exhibit
4.5 of the Company's Registration Statement on Form S-3, File No.
33-97014)
4.2 Form of Articles Supplementary of First Industrial Securities
Corporation (incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-3, File No. 33-97014)
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<PAGE> 47
Exhibits Description
- -------- -----------
4.3 Form of Guarantee and Payment Agreement between First Industrial
Securities, L.P. and First Industrial Securities Corporation for the
benefit of American National Bank and Trust Company of Chicago
(incorporated by reference to Exhibit 4.8 of the Company's Registration
Statement on Form S-3, File No. 33-97014)
4.4 Form of Agency and Advance Agreement among First Industrial Realty
Trust, Inc., First Industrial Securities, L.P. and American National
Bank and Trust Company of Chicago (incorporated by reference to Exhibit
4.9 of the Company's Registration Statement on Form S-3, File No.
33-97014)
4.5 Form of Guarantee Agency Agreement among First Industrial Realty Trust,
Inc., First Industrial Securities, L.P. and American National Bank and
Trust Company of Chicago (incorporated by reference to Exhibit 4.10 of
the Company's Registration Statement on Form S-3, File No. 33-97014)
4.6 Form of Limited Partnership Agreement of First Industrial Securities,
L.P. (incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-3, File No. 33-97014)
4.7 Deposit Agreement, dated May 14, 1997, by and among the Company, First
Chicago Trust Company of New York and holders from time to time of
Depositary Receipts (incorporated by reference to Exhibit 4.3 of the
Form 10-Q of the Company for the fiscal quarter ended March 31, 1997,
as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File
No. 1-13102)
4.8 Deposit Agreement, dated June 6, 1997, by and among the Company, First
Chicago Trust Company of New York and holders from time to time of
Depositary Receipts (incorporated by reference to Exhibit 4.2 of the
Form 8-K of the Company, dated June 6, 1997, File No. 1-13102)
4.9 Deposit Agreement, dated February 6, 1998, by and among the Company,
First Chicago Trust Company of New York and holders from time to time
of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the
Form 8-K of the Company, dated February 6, 1998, File No. 1-13102)
4.10 Deposit Agreement, dated March 18, 1998, by and among the Company,
First Chicago Trust Company of New York and holders from time to time
of Depositary Receipts (incorporated by reference to Exhibit 4.12 of
the Company's Annual Report on Form 10-K for the year ended December
31, 1997, File No. 1-13102)
4.11 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)
4.12 Supplemental Indenture No. 1, dated as of May 13, 1997, between First
Industrial, L.P. and First Trust National Association as Trustee
relating to $150 million of 7.60% Notes due 2007 and $100 million of
7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the
Form 10-Q of the Company for the fiscal quarter ended March 31, 1997,
as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File
No. 1-13102)
4.13 Supplemental Indenture No. 2, dated as of May 22, 1997, between First
Industrial, L.P. and First Trust National Association as Trustee
relating to $100 million of 7 3/8% Notes due 2011(incorporated by
reference to Exhibit 4.4 of the Form 10-Q of First Industrial, L.P. for
the fiscal quarter ended March 31, 1997, File No. 333-21873)
4.14 Supplemental Indenture No. 3 dated October 28, 1997 between First
Industrial, L.P. and First Trust National Association providing for the
issuance of Medium-term Notes due Nine Months or more from Date of
Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First
Industrial, L.P., dated November 3, 1997, as filed November 3, 1997,
File No. 333-21873)
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<PAGE> 48
Exhibits Description
- -------- -----------
4.15 6.90% Medium-Term Note due 2005 in principal amount of $50 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.17 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.16 7.00% Medium-Term Note due 2006 in principal amount of $150 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.18 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.17 7.50% Medium-Term Note due 2017 in principal amount of $100 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.19 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.18 Trust Agreement, dated as of May 16, 1997, between First Industrial,
L.P. and First Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for
the fiscal quarter ended March 31, 1997, File No. 333-21873)
4.19 Rights Agreement, dated as of September 16, 1997, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on
September 24, 1997, File No. 1-13102)
4.20 Unsecured Revolving Credit Agreement (the "Unsecured Revolving Credit
Agreement"), dated as of December 15, 1997, by and among First
Industrial, L.P., 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 year ended December
31, 1997, File No. 1-13102)
4.21 6.50% dealer remarketable security 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)
4.22 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)
4.23 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)
4.25 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)
4.26 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)
10.1 Sixth Amended and Restated Limited Partnership Agreement of First
Industrial, L.P. (the "LP Agreement"), dated March 18, 1998
(incorporated by reference to Exhibit 10.1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, File No.
1-13102)
10.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated
by reference to Exhibit 10.2 of the Form 10-Q of the Company for the
fiscal quarter ended March 31, 1998, File No. 1-13102)
47
<PAGE> 49
Exhibits Description
- -------- -----------
10.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1998, File No. 1-13102)
10.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1998, File No. 1-13102)
10.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1998, File No. 1-13102)
10.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated
by reference to Exhibit 10.3 of the Form 10-Q of the Company for the
fiscal quarter ended June 30, 1998, File No. 1-13102)
10.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.11 Registration Rights Agreement, dated April 29, 1998, relating to the
Company's Common Stock, par value $.01 per share, between the Company,
the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K
of the Company dated May 1, 1998, File No. 1-13102)
10.12 Non-Competition Agreement between Jay H. Shidler and First Industrial
Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1994, File No. 1-13102)
10.13 Form of Non-Competition Agreement between each of Michael T. Tomasz,
Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G.
Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty
Trust, Inc. (incorporated by reference to Exhibit 10.14 to the
Company's Registration Statement on Form S-11, File No. 33-77804)
10.14 + 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37
of the Company's Annual Report on Form 10-K for the year ended December
31, 1994, File No. 1-13102)
10.15 + Separation Agreement, dated January 10, 1996, between First
Industrial and Paul T. Lambert (incorporated by reference to Exhibit
10.42 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-13102)
10.16 + First Industrial Realty Trust, Inc. Deferred Income Plan
(incorporated by reference to Exhibit 10 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1996, File No. 1-13102)
10.17 Contribution Agreement, dated March 19, 1996, among FR Acquisitions,
Inc. and the parties listed on the signature pages thereto
(incorporated by reference to Exhibit 10.1 of the Form 8-K of the
Company, dated April 3, 1996, File No. 1-13102)
48
<PAGE> 50
Exhibits Description
- -------- -----------
10.18 Contribution Agreement, dated January 31, 1997, among FR Acquisitions,
Inc. and the parties listed on the signature pages thereto
(incorporated by reference to Exhibit 10.58 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, File No.
1-13102)
10.19 + Employment Agreement, dated December 4, 1996, between the Company and
Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-13102)
10.20 + Employment Agreement, dated February 1, 1997, between the Company and
Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-13102)
10.21 + Employment Agreement, dated January 31, 1997, between the Company and
Jan Burman (incorporated by reference to Exhibit 10.61 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, File
No. 1-13102)
10.22 + Employment Agreement, dated December 9, 1997, between the Company and
Scott P. Sealy, Sr. (incorporated by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-13102)
10.23 + Employment Agreement, dated December 10, 1997, between the Company and
Donald Thompson (incorporated by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-13102)
10.24 + 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62
of the Company's Annual Report on Form 10-K for the year ended December
31, 1996, File No. 1-13102)
10.25* + Separation Agreement dated November 11, 1998 by and between the
Company and Michael T. Tomasz
12.1 * Computation of ratios of earnings to fixed charges and preferred stock
dividends of the Company
21.1 * Subsidiaries of the Registrant
23 * Consent of PricewaterhouseCoopers LLP
27 * Financial Data Schedule
* Filed herewith.
+ Indicates a compensatory plan or arrangement contemplated by Item 14
a(3) of Form 10-K.
(b) REPORTS ON FORM 8-K AND FORM 8-K/A
Report on Form 8-K filed November 12, 1998, dated November 6, 1998, as
amended by the report on Form 8-K/A No. 1 filed January 11, 1999
relating to (i) the acquisition of 74 industrial properties by the
Company and (ii) the acquisition of 111 properties by a joint venture
arrangement, entered into on September 28, 1998, between the Company,
through a limited liability company in which First Industrial, L.P. is
the sole member, and an institutional investor. The reports include
Combined Historical Statements of Revenues and Certain Expenses for the
acquired properties and Pro Forma Balance Sheet and Pro Forma
Statements of Operations for the Company.
49
<PAGE> 51
================================================================================
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
50
<PAGE> 52
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 REALTY TRUST, INC.
Date: March 16, 1999 By: /s/ Michael W. Brennan
----------------------------------------
Michael W. Brennan
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 16, 1999 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Jay H. Shidler Chairman of the Board of Directors March 16, 1999
- -------------------------------
Jay H. Shidler
/s/ Michael W. Brennan President, Chief Executive Officer March 16, 1999
- ------------------------------- and Director
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 16, 1999
- ------------------------------- and Director
Michael G. Damone
/s/ John L. Lesher Director March 16, 1999
- -------------------------------
John L. Lesher
/s/ Kevin W. Lynch Director March 16, 1999
- -------------------------------
Kevin W. Lynch
/s/ John E. Rau Director March 16, 1999
- -------------------------------
John E. Rau
/s/ Robert J. Slater Director March 16, 1999
- -------------------------------
Robert J. Slater
- ------------------------------- Director March 16, 1999
J. Steven Wilson
</TABLE>
51
<PAGE> 53
EXHIBIT INDEX
Exhibits Description
- -------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997
(incorporated by reference to Exhibit 1 of the Company's Form 8-K,
dated September 4, 1997, as filed on September 29, 1997, File No.
1-13102)
3.3 Articles of Amendment to the Company's Articles of Incorporation, dated
June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form
10-Q of the Company for the fiscal quarter ended June 30, 1996, File
No. 1-13102)
3.4 Articles Supplementary relating to the Company's 9 1/2% Series A
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.4 of the Form 10-Q of the Company for the fiscal quarter
ended June 30, 1996, File No. 1-13102)
3.5 Articles of Amendment to the Company's Articles of Incorporation, dated
May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q
of the Company for the fiscal quarter ended June 30, 1996, File No.
1-13102)
3.6 Articles Supplementary relating to the Company's 8 3/4% Series B
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter
ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company
filed May 30, 1997, File No. 1-13102)
3.7 Articles Supplementary relating to the Company's 8 5/8% Series C
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File
No. 1-13102)
3.8 Articles Supplementary relating to the Company's 7.95% Series D
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998,
File No. 1-13102)
3.9 Articles Supplementary relating to the Company's 7.90% Series E
Cumulative Preferred Stock, $.01 par value (incorporated by reference
to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, File No. 1-13102)
3.10 Articles Supplementary relating to the Company's Junior Participating
Preferred Stock, $.01 par value (incorporated by reference to Exhibit
4.10 of Form S-3 of the Company and First Industrial, L.P. dated
September 24, 1997, Registration No. 333-29879)
4.1 Form of Amended and Restated Articles of Incorporation of First
Industrial Securities Corporation (incorporated by reference to Exhibit
4.5 of the Company's Registration Statement on Form S-3, File No.
33-97014)
4.2 Form of Articles Supplementary of First Industrial Securities
Corporation (incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-3, File No. 33-97014)
52
<PAGE> 54
Exhibits Description
- -------- -----------
4.3 Form of Guarantee and Payment Agreement between First Industrial
Securities, L.P. and First Industrial Securities Corporation for the
benefit of American National Bank and Trust Company of Chicago
(incorporated by reference to Exhibit 4.8 of the Company's Registration
Statement on Form S-3, File No. 33-97014)
4.4 Form of Agency and Advance Agreement among First Industrial Realty
Trust, Inc., First Industrial Securities, L.P. and American National
Bank and Trust Company of Chicago (incorporated by reference to Exhibit
4.9 of the Company's Registration Statement on Form S-3, File No.
33-97014)
4.5 Form of Guarantee Agency Agreement among First Industrial Realty Trust,
Inc., First Industrial Securities, L.P. and American National Bank and
Trust Company of Chicago (incorporated by reference to Exhibit 4.10 of
the Company's Registration Statement on Form S-3, File No. 33-97014)
4.6 Form of Limited Partnership Agreement of First Industrial Securities,
L.P. (incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-3, File No. 33-97014)
4.7 Deposit Agreement, dated May 14, 1997, by and among the Company, First
Chicago Trust Company of New York and holders from time to time of
Depositary Receipts (incorporated by reference to Exhibit 4.3 of the
Form 10-Q of the Company for the fiscal quarter ended March 31, 1997,
as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File
No. 1-13102)
4.8 Deposit Agreement, dated June 6, 1997, by and among the Company, First
Chicago Trust Company of New York and holders from time to time of
Depositary Receipts (incorporated by reference to Exhibit 4.2 of the
Form 8-K of the Company, dated June 6, 1997, File No. 1-13102)
4.9 Deposit Agreement, dated February 6, 1998, by and among the Company,
First Chicago Trust Company of New York and holders from time to time
of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the
Form 8-K of the Company, dated February 6, 1998, File No. 1-13102)
4.10 Deposit Agreement, dated March 18, 1998, by and among the Company,
First Chicago Trust Company of New York and holders from time to time
of Depositary Receipts (incorporated by reference to Exhibit 4.12 of
the Company's Annual Report on Form 10-K for the year ended December
31, 1997, File No. 1-13102)
4.11 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)
4.12 Supplemental Indenture No. 1, dated as of May 13, 1997, between First
Industrial, L.P. and First Trust National Association as Trustee
relating to $150 million of 7.60% Notes due 2007 and $100 million of
7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the
Form 10-Q of the Company for the fiscal quarter ended March 31, 1997,
as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File
No. 1-13102)
4.13 Supplemental Indenture No. 2, dated as of May 22, 1997, between First
Industrial, L.P. and First Trust National Association as Trustee
relating to $100 million of 7 3/8% Notes due 2011(incorporated by
reference to Exhibit 4.4 of the Form 10-Q of First Industrial, L.P. for
the fiscal quarter ended March 31, 1997, File No. 333-21873)
4.14 Supplemental Indenture No. 3 dated October 28, 1997 between First
Industrial, L.P. and First Trust National Association providing for the
issuance of Medium-term Notes due Nine Months or more from Date of
Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First
Industrial, L.P., dated November 3, 1997, as filed November 3, 1997,
File No. 333-21873)
53
<PAGE> 55
Exhibits Description
- -------- -----------
4.15 6.90% Medium-Term Note due 2005 in principal amount of $50 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.17 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.16 7.00% Medium-Term Note due 2006 in principal amount of $150 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.18 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.17 7.50% Medium-Term Note due 2017 in principal amount of $100 million
issued by First Industrial, L.P. (incorporated by reference to Exhibit
4.19 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-13102)
4.18 Trust Agreement, dated as of May 16, 1997, between First Industrial,
L.P. and First Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for
the fiscal quarter ended March 31, 1997, File No. 333-21873)
4.19 Rights Agreement, dated as of September 16, 1997, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on
September 24, 1997, File No. 1-13102)
4.20 Unsecured Revolving Credit Agreement (the "Unsecured Revolving Credit
Agreement"), dated as of December 15, 1997, by and among First
Industrial, L.P., 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 year ended December
31, 1997, File No. 1-13102)
4.21 6.50% dealer remarketable security 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)
4.22 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)
4.23 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)
4.25 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)
4.26 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)
10.1 Sixth Amended and Restated Limited Partnership Agreement of First
Industrial, L.P. (the "LP Agreement"), dated March 18, 1998
(incorporated by reference to Exhibit 10.1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, File No.
1-13102)
10.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated
by reference to Exhibit 10.2 of the Form 10-Q of the Company for the
fiscal quarter ended March 31, 1998, File No. 1-13102)
54
<PAGE> 56
Exhibits Description
- -------- -----------
10.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1998, File No. 1-13102)
10.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1998, File No. 1-13102)
10.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1998, File No. 1-13102)
10.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated
by reference to Exhibit 10.3 of the Form 10-Q of the Company for the
fiscal quarter ended June 30, 1998, File No. 1-13102)
10.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of the
Company for the fiscal quarter ended September 30, 1998, File No.
1-13102)
10.11 Registration Rights Agreement, dated April 29, 1998, relating to the
Company's Common Stock, par value $.01 per share, between the Company,
the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K
of the Company dated May 1, 1998, File No. 1-13102)
10.12 Non-Competition Agreement between Jay H. Shidler and First Industrial
Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1994, File No. 1-13102)
10.13 Form of Non-Competition Agreement between each of Michael T. Tomasz,
Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G.
Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty
Trust, Inc. (incorporated by reference to Exhibit 10.14 to the
Company's Registration Statement on Form S-11, File No. 33-77804)
10.14 + 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37
of the Company's Annual Report on Form 10-K for the year ended December
31, 1994, File No. 1-13102)
10.15 + Separation Agreement, dated January 10, 1996, between First
Industrial and Paul T. Lambert (incorporated by reference to Exhibit
10.42 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-13102)
10.16 + First Industrial Realty Trust, Inc. Deferred Income Plan
(incorporated by reference to Exhibit 10 of the Form 10-Q of the
Company for the fiscal quarter ended March 31, 1996, File No. 1-13102)
10.17 Contribution Agreement, dated March 19, 1996, among FR Acquisitions,
Inc. and the parties listed on the signature pages thereto
(incorporated by reference to Exhibit 10.1 of the Form 8-K of the
Company, dated April 3, 1996, File No. 1-13102)
55
<PAGE> 57
Exhibits Description
- -------- -----------
10.18 Contribution Agreement, dated January 31, 1997, among FR Acquisitions,
Inc. and the parties listed on the signature pages thereto
(incorporated by reference to Exhibit 10.58 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, File No.
1-13102)
10.19 + Employment Agreement, dated December 4, 1996, between the Company and
Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-13102)
10.20 + Employment Agreement, dated February 1, 1997, between the Company and
Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-13102)
10.21 + Employment Agreement, dated January 31, 1997, between the Company and
Jan Burman (incorporated by reference to Exhibit 10.61 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, File
No. 1-13102)
10.22 + Employment Agreement, dated December 9, 1997, between the Company and
Scott P. Sealy, Sr. (incorporated by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-13102)
10.23 + Employment Agreement, dated December 10, 1997, between the Company and
Donald Thompson (incorporated by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-13102)
10.24 + 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62
of the Company's Annual Report on Form 10-K for the year ended December
31, 1996, File No. 1-13102)
10.25* + Separation Agreement dated November 11, 1998 by and between the
Company and Michael T. Tomasz
12.1 * Computation of ratios of earnings to fixed charges and preferred stock
dividends of the Company
21.1 * Subsidiaries of the Registrant
23 * Consent of PricewaterhouseCoopers LLP
27 * Financial Data Schedule
* Filed herewith.
+ Indicates a compensatory plan or arrangement contemplated by Item 14 a
(3) of Form 10-K.
56
<PAGE> 58
FIRST INDUSTRIAL REALTY TRUST, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
FINANCIAL STATEMENTS
<S> <C>
Report of Independent Accountants ............................................................... F-2
Consolidated Balance Sheets of First Industrial Realty Trust, Inc. (the "Company") as
of December 31, 1998 and 1997 ................................................................... F-3
Consolidated Statements of Operations of the Company for the Years Ended December 31,
1998, 1997 and 1996 ............................................................................. F-4
Consolidated Statements of Changes in Stockholders' Equity of the Company for the Years
Ended December 31, 1998, 1997 and 1996 .......................................................... F-5
Consolidated Statements of Cash Flows of the Company for the Years Ended December 31,
1998, 1997 and 1996.............................................................................. 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> 59
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
First Industrial Realty Trust, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in stockholders equity and of
cash flows present fairly, in all material respects, the financial position of
First Industrial Realty Trust, Inc. (the "Company") at December 31, 1998 and
1997, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards 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 16, 1999
F-2
<PAGE> 60
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land ................................................................. $ 406,465 $ 299,020
Buildings and Improvements ........................................... 2,137,499 1,663,731
Furniture, Fixtures and Equipment .................................... 1,437 1,437
Construction in Progress ............................................. 37,632 30,158
Less: Accumulated Depreciation ....................................... (175,886) (121,030)
----------- -----------
Net Investment in Real Estate ................................ 2,407,147 1,873,316
Cash and Cash Equivalents ............................................... 21,823 13,222
Restricted Cash ......................................................... 10,965 313,060
Tenant Accounts Receivable, Net ......................................... 9,982 6,280
Investment in Joint Venture ............................................. 4,458 --
Deferred Rent Receivable ................................................ 14,519 10,144
Deferred Financing Costs, Net ........................................... 12,206 8,594
Prepaid Expenses and Other Assets, Net .................................. 73,362 47,547
----------- -----------
Total Assets ................................................. $ 2,554,462 $ 2,272,163
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable .................................................. $ 108,487 $ 101,198
Defeased Mortgage Loan Payable .......................................... -- 300,000
Senior Unsecured Debt, Net .............................................. 948,595 648,994
Acquisition Facilities Payable .......................................... 134,800 129,400
Accounts Payable and Accrued Expenses ................................... 72,963 50,373
Rents Received in Advance and Security Deposits ......................... 18,592 14,104
Dividends/Distributions Payable ......................................... 27,081 22,010
----------- -----------
Total Liabilities ............................................ 1,310,518 1,266,079
----------- -----------
Minority Interest .......................................................... 189,168 151,494
Commitments and Contingencies .............................................. -- --
Stockholders' Equity
Preferred Stock ($.01 par value, 10,000,000 shares authorized,
1,650,000, 40,000, 20,000, 50,000 and 30,000 shares of Series
A, B, C, D and E Cumulative Preferred Stock, respectively,
issued and outstanding at December 31, 1998 having a
liquidation preference of $25 per share ($41,250), $2,500 per
share ($100,000), $2,500 per share ($50,000), $2,500 per
share ($125,000) and $2,500 per share ($75,000),
respectively; and 1,650,000, 40,000 and 20,000 shares of
Series A, B and C Cumulative Preferred Stock, respectively,
issued and outstanding at December 31, 1997 having a
liquidation preference of $25 per share ($41,250), $2,500 per
share ($100,000) and $2,500 per share ($50,000),
respectively)........................................................... 18 17
Common Stock ($.01 par value, 100,000,000 shares authorized,
37,932,015 and 36,433,859 shares issued and outstanding at
December 31, 1998 and 1997, respectively)............................. 379 364
Additional Paid-in-Capital.................................................. 1,171,896 934,622
Distributions in Excess of Accumulated Earnings ............................ (114,205) (76,996)
Unearned Value of Restricted Stock Grants .................................. (3,312) (3,417)
----------- -----------
Total Stockholders' Equity ................................. 1,054,776 854,590
----------- -----------
Total Liabilities and Stockholders' Equity ................. $ 2,554,462 $ 2,272,163
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 61
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Revenues:
Rental Income .................................................................. $ 281,660 $ 164,389 $ 109,113
Tenant Recoveries and Other Income ............................................. 68,042 46,028 30,942
Interest Income- Defeasance .................................................... -- 12,786 --
--------- --------- ---------
Total Revenues ........................................................... 349,702 223,203 140,055
--------- --------- ---------
Expenses:
Real Estate Taxes .............................................................. 55,544 34,653 23,371
Repairs and Maintenance ........................................................ 15,303 8,278 5,408
Property Management ............................................................ 13,643 7,850 5,067
Utilities ...................................................................... 9,475 5,801 3,582
Insurance ...................................................................... 934 568 877
Other .......................................................................... 4,585 2,612 919
General and Administrative ..................................................... 12,983 6,248 4,018
Interest Expense ............................................................... 71,833 49,859 28,954
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs .............................................. 917 2,812 3,286
Depreciation and Other Amortization ............................................ 63,805 39,573 28,049
Restructuring and Abandoned Pursuit Costs Charge ............................... 11,941 -- --
--------- --------- ---------
Total Expenses ............................................................ 260,963 158,254 103,531
--------- --------- ---------
Income from Operations Before Equity in Income of
Joint Venture, Income Allocated to Minority
Interest and Disposition of Interest Rate Protection
Agreements ................................................................. 88,739 64,949 36,524
Equity in Income of Joint Venture ................................................ 45 -- --
Income Allocated to Minority Interest ............................................ (7,961) (5,312) (2,931)
Disposition of Interest Rate Protection Agreement ................................ (8,475) 1,430 --
--------- --------- ---------
Income from Operations ........................................................... 72,348 61,067 33,593
Gain on Sales of Properties ...................................................... 5,349 5,003 4,344
--------- --------- ---------
Income Before Extraordinary Loss and Cumulative
Effect of Change in Accounting Principle ................................... 77,697 66,070 37,937
Extraordinary Loss ............................................................... -- (14,124) (2,273)
Cumulative Effect of Change in Accounting Principle .............................. (1,976) -- --
--------- --------- ---------
Net Income ....................................................................... 75,721 51,946 35,664
Preferred Stock Dividends ........................................................ (30,610) (11,856) (3,919)
--------- --------- ---------
Net Income Available to Common Stockholders ...................................... $ 45,111 $ 40,090 $ 31,745
========= ========= =========
Net Income Available to Common Stockholders
Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle Per Weighted
Average Common Share Outstanding:
Basic ....................................................................... $ 1.26 $ 1.72 $ 1.37
========= ========= =========
Diluted ..................................................................... $ 1.25 $ 1.70 $ 1.37
========= ========= =========
Net Income Available to Common Stockholders Per Weighted Average Common Share
Outstanding:
Basic ....................................................................... $ 1.20 $ 1.27 $ 1.28
========= ========= =========
Diluted ..................................................................... $ 1.20 $ 1.26 $ 1.28
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 62
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In
Total Stock Stock Capital
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 .................. $ 306,023 $ 17 $ 190 $ 338,907
Net Proceeds from Issuance of
Common Stock .............................. 244,040 -- 109 243,931
Exercise of Stock Options .................... 228 -- -- 228
Preferred Stock Dividends
($2.375 per Series A Share) ............... (3,919) -- -- --
Distributions
($1.9675 per Share/Unit) .................. (54,318) -- -- --
Net Income Before Minority Interest .......... 38,595 -- -- --
Minority Interest:
Allocation of Income ....................... (2,931) -- -- --
Distributions ($1.9675 per Unit) ........... 3,900 -- -- --
Conversion of Units to Common Stock ........ 943 -- -- 943
----------- ----------- ----------- -----------
Balance at December 31, 1996 ................. 532,561 17 299 584,009
Net Proceeds from Issuance of
Preferred Stock ........................... 144,289 -- -- 144,289
Net Proceeds from Issuance of
Common Stock .............................. 195,456 -- 60 195,396
Exercise of Stock Options .................... 3,883 -- 2 3,881
Issuance of Restricted Stock ................. -- -- 1 3,654
Amortization of Restricted Stock Grants ...... 238 -- -- --
Preferred Stock Dividends
($2.375 per Series A Share,
$137.326 per Series B Share and
$122.029 per Series C Share) ............. (11,856) -- -- --
Distributions
($2.045 per Share/Unit) ................... (73,836) -- -- --
Net Income Before Minority Interest ......... 57,258 -- -- --
Minority Interest:
Allocation of Income ....................... (5,312) -- -- --
Distributions ($2.045 per Unit) ............ 8,514 -- -- --
Conversion of Units to Common Stock ........ 3,395 -- 2 3,393
----------- ----------- ----------- -----------
Balance at December 31, 1997 .................. 854,590 17 364 934,622
Net Proceeds from Issuance of
Preferred Stock ........................... 192,700 1 -- 192,699
Net Proceeds from Issuance of
Common Stock .............................. 34,552 -- 11 34,541
Exercise of Stock Options .................... 2,543 -- 1 2,542
Issuance of Restricted Stock ................. -- -- 1 2,344
Amortization of Restricted Stock Grants ...... 2,450 -- -- --
Preferred Stock Dividends
($2.375 per Series A Share, $218.750
per Series B Share, $215.624 per Series C
Share, $179.426 per Series D Share and
$155.257 per Series E Share) ............... (30,610) -- -- --
Distributions
($2.19 per Share/Unit)...................... (96,868) -- -- --
Net Income Before Minority Interest .......... 83,682 -- -- --
Minority Interest:
Allocation of Income ....................... (7,961) -- -- --
Distributions ($2.19 per Unit) ............. 14,548 -- -- --
Conversion of Units to Common Stock ....... 5,150 -- 2 5,148
----------- ----------- ----------- -----------
Balance at December 31, 1998 .................. $ 1,054,776 $ 18 $ 379 $ 1,171,896
=========== =========== =========== ===========
<CAPTION>
Distribution Unearned
Retained In Excess of Value of Rest.
Earnings Accum. Earnings Stock Grants
-------- --------------- --------------
<S> <C> <C> <C>
Balance at December 31, 1995 ................ $ -- $ (33,091) $ --
Net Proceeds from Issuance of
Common Stock ............................ -- -- --
Exercise of Stock Options .................. -- -- --
Preferred Stock Dividends
($2.375 per Series A Share) ............. (3,919) -- --
Distributions
($1.9675 per Share/Unit) ................ (34,676) (19,642) --
Net Income Before Minority Interest ........ 38,595 -- --
Minority Interest:
Allocation of Income ..................... -- (2,931) --
Distributions ($1.9675 per Unit) ......... -- 3,900 --
Conversion of Units to Common Stock ...... -- -- --
--------- --------- ---------
Balance at December 31, 1996 ............... -- (51,764) --
Net Proceeds from Issuance of
Preferred Stock ......................... -- -- --
Net Proceeds from Issuance of
Common Stock ............................ -- -- --
Exercise of Stock Options .................. -- -- --
Issuance of Restricted Stock ............... -- -- (3,655)
Amortization of Restricted Stock Grants .... -- -- 238
Preferred Stock Dividends
($2.375 per Series A Share,
$137.326 per Series B Share and
$122.029 per Series C Share) ........... (11,856) -- --
Distributions
($2.045 per Share/Unit) ................. (45,402) (28,434) --
Net Income Before Minority Interest ....... 57,258 -- --
Minority Interest:
Allocation of Income ..................... -- (5,312) --
Distributions ($2.045 per Unit) .......... -- 8,514 --
Conversion of Units to Common Stock ..... -- -- --
--------- --------- ---------
Balance at December 31, 1997 ................ -- (76,996) (3,417)
Net Proceeds from Issuance of
Preferred Stock ......................... -- -- --
Net Proceeds from Issuance of
Common Stock ............................ -- -- --
Exercise of Stock Options .................. -- -- --
Issuance of Restricted Stock ............... -- -- (2,345)
Amortization of Restricted Stock
Grants ...................................... -- -- 2,450
Preferred Stock Dividends
($2.375 per Series A Share, $218.750
per Series B Share, $215.624 per
Series C Share, $179.426 per Series D
Share and $155.257 per Series E
Share) ................................... (30,610) -- --
Distributions
($2.19 per Share/Unit .................... (53,072) (43,796) --
Net Income Before Minority Interest ........ 83,682 -- --
Minority Interest:
Allocation of Income ..................... -- (7,961) --
Distributions ($2.19 per Unit) ........... -- 14,548 --
Conversion of Units to Common Stock ..... -- -- --
--------- --------- ---------
Balance at December 31, 1998 ................ $ -- $(114,205) $ (3,312)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 63
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1996
---------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .............................................................. $ 75,721 $ 51,946 $ 35,664
Income Allocated to Minority Interest ................................... 7,961 5,312 2,931
--------- --------- ---------
Income Before Minority Interest ......................................... 83,682 57,258 38,595
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Depreciation ............................................................ 57,565 35,286 24,542
Amortization of Interest Rate Protection Agreement and
Deferred Financing Costs ............................................ 917 2,812 3,286
Other Amortization ...................................................... 8,074 4,353 3,507
Provision for Bad Debts ................................................. 550 850 100
Equity in Income of Joint Venture ....................................... (45) -- --
Gain on Sales of Properties ............................................. (5,349) (5,003) (4,344)
Gain from Disposition of Interest Rate Protection Agreements ............ -- (1,430) --
Extraordinary Loss ...................................................... -- 14,124 2,273
Cumulative Effect of Change in Accounting Principle ..................... 1,976 -- --
Increase in Tenant Accounts Receivable, Prepaid Expenses
and Other Assets ................................................... (26,595) (23,034) (4,448)
Increase in Deferred Rent Receivable .................................... (4,657) (2,075) (1,189)
Increase in Accounts Payable and Accrued Expenses and Rents
Received in Advance and Security Deposits .......................... 29,867 17,644 2,085
Increase in Organization Costs .......................................... (396) (185) (68)
Decrease (Increase) in Restricted Cash .................................. 3,507 2,035 (1,718)
--------- --------- ---------
Net Cash Provided by Operating Activities .......................... 149,096 102,635 62,621
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate .................. (625,027) (827,871) (257,156)
Proceeds from Sale of Investment in Real Estate ......................... 99,904 33,658 14,972
Investment in Joint Venture ............................................. (4,413) -- --
Funding of Mortgage Loans Receivable .................................... -- (18,785) --
Repayment of Mortgage Loans Receivable .................................. 1,394 4,751 --
(Increase) Decrease in Restricted Cash .................................. (7,412) 2,742 1,613
--------- --------- ---------
Net Cash Used in Investing Activities ............................ (535,554) (805,505) (240,571)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock ...................................... 36,300 200,360 260,703
Common Stock Underwriting Discounts/Offering Costs ...................... (3,159) (5,221) (15,190)
Proceeds from Exercise of Employee Stock Options ........................ 2,544 3,883 --
Proceeds from Sale of Preferred Stock ................................... 200,000 150,000 --
Preferred Stock Underwriting Discounts/Offering Costs ................... (7,300) (5,710) (408)
Proceeds from Sale of Interest Rate Protection Agreements ............... -- 9,950 --
Purchase of Interest Rate Protection Agreements ......................... -- (150) --
Purchase of U.S. Government Securities .................................. -- (300,000) --
Proceeds from Maturity of U.S. Government Securities .................... -- 300,000 --
Decrease (Increase) in Restricted Cash- Defeasance ...................... 306,000 (306,000) --
Proceeds from Senior Unsecured Debt ..................................... 299,517 983,757 --
Repayment of Senior Unsecured Debt ...................................... -- (334,800) --
Other Proceeds from Senior Unsecured Debt ............................... 2,760 2,377 --
Other Costs of Senior Unsecured Debt .................................... (11,890) (2,294) --
Dividends/Distributions ................................................. (91,796) (68,107) (47,991)
Preferred Stock Dividends ............................................... (30,610) (11,856) (4,387)
Proceeds from Mortgage Loans Payable .................................... -- -- 36,750
Repayments on Mortgage Loans Payable .................................... (301,947) (11,156) (935)
Proceeds from Acquisition Facilities Payable ............................ 531,000 540,100 103,523
Repayments on Acquisition Facilities Payable ............................ (525,600) (415,100) (147,357)
Repayment of Construction Loans Payable ................................. -- -- (4,873)
Repayment of Promissory Notes Payable ................................... -- (9,919) --
Cost of Debt Issuance and Retirement of Debt ............................ (10,760) (11,668) (3,158)
--------- --------- ---------
Net Cash Provided by Financing Activities .......................... 395,059 708,446 176,677
--------- --------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents .................... 8,601 5,576 (1,273)
Cash and Cash Equivalents, Beginning of Period .......................... 13,222 7,646 8,919
--------- --------- ---------
Cash and Cash Equivalents, End of Period ................................ $ 21,823 $ 13,222 $ 7,646
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 64
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
1. ORGANIZATION AND FORMATION OF COMPANY
First Industrial Realty Trust, Inc. was organized in the state of
Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code.
First Industrial Realty Trust, Inc. and its subsidiaries (the
"Company") began operations on July 1, 1994. The Company's operations are
conducted primarily through First Industrial, L.P. (the "Operating Partnership")
of which the Company is the sole general partner. The Company is the sole
stockholder of First Industrial Finance Corporation, First Industrial
Pennsylvania Corporation, First Industrial Harrisburg Corporation, First
Industrial Securities Corporation, First Industrial Mortgage Corporation, First
Industrial Indianapolis Corporation, FI Development Services Corporation and
First Industrial Florida Finance Corporation, which are the sole general
partners of First Industrial Financing Partnership, L.P. (the "Financing
Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Securities, L.P. (the "Securities Partnership"), First
Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First
Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial
Development Services, L.P. and TK-SV, LTD., respectively. The Operating
Partnership is the sole limited partner of the Financing Partnership, the
Pennsylvania Partnership, the Harrisburg Partnership, the Securities
Partnership, the Mortgage Partnership, the Indianapolis Partnership, First
Industrial Development Services, L.P and TK-SV, LTD. The Operating Partnership
is also the sole member of limited liability companies (the "L.L.C.'s), and the
majority stockholder of First Industrial Enterprises of Michigan and FR
Development Services, Inc. The Company, through wholly-owned limited liability
companies of which the Operating Partnership is the sole member, also owns a 10%
equity interest in, and provides asset and property management services to, a
joint venture which invests in industrial properties.
As of December 31, 1998, the Company owned 987 in-service properties
located in 25 states, containing an aggregate of approximately 69.3 million
square feet (unaudited) of gross leasable area ("GLA"). Of the 987 properties
owned by the Company, 840 are held by the Operating Partnership, 23 are held by
the Financing Partnership, 19 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 TK-SV, LTD., 45 are held by limited liability
companies of which the Operating Partnership is the sole member, and one is held
by First Industrial Development Services, L.P.
2. BASIS OF PRESENTATION
First Industrial Realty Trust, Inc. is the sole general partner of the
Operating Partnership, with an approximate 84.0% ownership interest at December
31, 1998. Minority interest at December 31, 1998, represents the approximately
16.0% aggregate partnership interest in the Operating Partnership held by the
limited partners thereof.
The consolidated financial statements of the Company at December 31,
1998 and 1997 and for each of the three years ended December 31, 1998 include
the accounts and operating results of the Company and its subsidiaries. Such
financial statements present the Company's 10% equity interest in the September
1998 Joint Venture (hereinafter defined) under the equity method of accounting.
All significant intercompany transactions have been eliminated in consolidation.
F-7
<PAGE> 65
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Company's financial statements, is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of December
31, 1998 and 1997, and the reported amounts of revenues and expenses for the
years ended December 31, 1998, 1997 and 1996. 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 Operating
Partnership units on July 1, 1994 and purchase accounting has been used for all
other properties that were subsequently acquired in exchange for Operating
Partnership units.
Real estate assets are carried at the lower of depreciated cost or fair
value. The Company 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 Company 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 Company 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 Company 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:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Buildings and Improvements 31.5 to 40
Land Improvements 15
Furniture, Fixtures and Equipment 5 to 10
</TABLE>
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.
When assets are sold or retired, their costs and related accumulated
depreciation are removed from the accounts with the resulting gains or losses
reflected in net income or loss.
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
$1,246 and $1,672 at December 31, 1998 and 1997, respectively. Unamortized
deferred financing fees are written-off when debt is retired before the maturity
date (see Note 12).
F-8
<PAGE> 66
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Investment in Joint Venture
Investment in Joint Venture represents the Company's 10% equity
interest in the September 1998 Joint Venture (hereinafter defined). The Company
accounts for its Investment in Joint Venture under the equity method of
accounting. Under the equity method of accounting, the Company's share of
earnings or losses of the September 1998 Joint Venture is reflected in income as
earned and contributions or distributions increase or decrease, respectively,
the Company's Investment in Joint Venture as paid or received, respectively.
Revenue Recognition
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred by the Company.
The Company provides an allowance for doubtful accounts against the
portion of tenant accounts receivable which is estimated to be uncollectible.
Accounts receivable in the consolidated balance sheets are shown net of an
allowance for doubtful accounts of $2,000 and $1,450 as of December 31, 1998 and
December 31, 1997, respectively.
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). As a
result, the Company generally is not subject to federal income taxation at the
corporate level to the extent it distributes annually at least 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.
The Company and certain of its subsidiaries are subject to certain
state and local income, excise and franchise taxes. The provision for such state
and local taxes has been reflected in general and administrative expense in the
consolidated statements of operations and has not been separately stated due to
its insignificance.
For federal income tax purposes, the cash distributions paid to
stockholders may be characterized as ordinary income, return of capital
(generally non-taxable) or capital gains. Distributions paid for the year ended
December 31, 1998, totaling $82,320, are characterized 63.9% ($1.40 per share)
as ordinary income, 34.6% ($.76 per share) as return of capital and 1.5% ($.03
per share) as long-term capital gain. Distributions paid for the year ended
December 31, 1997, totaling $65,322, are characterized 62.30% ($1.274 per share)
as ordinary income, 35.60% ($.728 per share) as return of capital and 2.10%
($.043 per share) as long-term capital gain. Distributions paid for the year
ended December 31, 1996 totaling $50,418 are characterized 65.97% ($1.300 per
share) as ordinary income and 34.03% ($.670 per share) as return of capital.
Earnings Per Common Share
The Company has adopted the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS
128"). Net income per weighted average share - basic is based on the weighted
average common shares outstanding. Net income per weighted average share -
diluted is based on the weighted average common shares outstanding plus the
effect of in-the-money employee stock options. See Note 13 for the disclosure
required under FAS 128.
F-9
<PAGE> 67
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Fair Value of Financial Instruments
The Company's financial instruments include short-term investments,
tenant accounts receivable, accounts payable, other accrued expenses, mortgage
loans payable, acquisition facility payable, senior unsecured debt, certain put
and call options issued in conjunction with two initial offerings of unsecured
debt and interest rate protection agreements. The fair value of the short-term
investments, tenant accounts receivable, accounts payable and other accrued
expenses was not materially different from their carrying or contract values.
See Note 6 for the fair values of the mortgage loans payable, acquisition
facility payable, senior unsecured debt, certain put and call options issued in
conjunction with initial offerings of unsecured debt and interest rate
protection agreements.
Derivative Financial Instruments
The Company's interest rate protection agreements (the "Agreements")
were used to limit the interest rate on the Company's $300,000 mortgage loan and
fix the interest rate on anticipated offerings of senior unsecured debt (see
Note 9). Receipts or payments resulting from the Agreements that were used to
limit the interest rate on the Company's $300,000 mortgage loan were recognized
as adjustments to interest expense. Upon termination of these Agreements, the
Company 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 Company'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
Company's exposure was limited to the current value of the interest rate
differential, not the notional amount, and the Company's carrying value of the
Agreements on the balance sheet. The Agreements were executed with creditworthy
financial institutions.
Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income". This statement, effective for fiscal years beginning
after December 15, 1997, requires the Company to report components of
comprehensive income in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income is defined by
Concepts Statement No. 6, "Elements of Financial Statements" as the change in
the equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners. The Company's net income available to common
stockholders approximates its comprehensive income as defined in Concepts
Statement No. 6, "Elements of Financial Statements".
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("FAS 131"). This statement, effective for financial statements for
fiscal years beginning after December 15, 1997, 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. The sole business of the Company
is the owning and the operation of industrial properties. The Company evaluates
operating results and allocates resources on a property-by-property basis.
Accordingly,
F-10
<PAGE> 68
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
the Company has concluded it has a single reportable segment for FAS 131
purposes. Further, all operations are within the United States and no tenant
comprises more than 10% of consolidated revenues. Therefore, no additional
disclosure due to the adoption of FAS 131 is currently required.
In March 1998, the FASB's Emerging Issues Task Force (the "Task Force")
issued 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, requires that internal costs of preacquisition
activities incurred in connection with the acquisition of an operating property
be expensed as incurred. The Task Force concluded that a property is considered
operating if, at the date of acquisition, major construction activity is
substantially completed on the property and (a) it is held available for
occupancy upon completion of tenant improvements by the acquirer or (b) it is
already income producing. The Company adopted EITF 97-11 as of March 19, 1998.
Prior to March 19, 1998, the Company capitalized internal costs of
preacquisition activities incurred in connection with the acquisition of
operating properties. The adoption of EITF 97-11 resulted in a cumulative
increase of approximately $2,700 in the amount of general and administrative
expense reflected in the Company's consolidated statement of operations in 1998.
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. In the second quarter of 1998, the Company reported a cumulative
effect of a change in accounting principle in the amount of approximately $1,976
to reflect the write-off of the unamortized balance of organizational costs on
the Company's balance sheet.
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,
1999, 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 Company is currently assessing the impact
of this new statement on its consolidated financial position, liquidity, and
results of operations.
4. INVESTMENT IN JOINT VENTURE
On September 28, 1998, the Company, through a wholly-owned limited
liability company in which the Operating Partnership is the sole member, entered
into a joint venture arrangement (the "September 1998 Joint Venture") with an
institutional investor to invest in industrial properties. The Company, through
wholly-owned limited liability companies of the Operating Partnership, owns a
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 Company has the option of
purchasing all of the properties owned by the September 1998 Joint Venture at a
price determined by the provisions in the co-ownership agreement between the
Company and the September 1998 Joint Venture's other partner. The Company
received approximately $2,348 (net of the intercompany elimination) in
acquisition, asset management and property management fees in 1998 from the
September 1998 Joint Venture. The Company accounts for the September 1998 Joint
Venture under the equity method of accounting. As of December 31, 1998, the
September 1998 Joint Venture owned 130 industrial properties comprising
approximately 6.3 million square feet (unaudited) of GLA.
F-11
<PAGE> 69
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
5. REAL ESTATE HELD FOR SALE
The Company 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, 1998, the Company had
three industrial properties located in New Jersey comprising approximately
148,874 square feet (unaudited) of GLA held for sale, one industrial property
located in Michigan comprising approximately 32,470 square feet (unaudited) of
GLA held for sale and one industrial property located in Colorado comprising
approximately 26,922 square feet (unaudited) of GLA held for sale. 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 Company.
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------
1998 1997 1996
------- ------- --------
<S> <C> <C> <C>
Total Revenues 1,481 1,013 183
Operating Expenses (334) (170) (4)
Depreciation and Amortization (309) (250) (87)
======= ======= =======
Income from Operations $ 838 $ 593 $ 92
======= ======= =======
Net Carrying Value $ 9,720
=======
</TABLE>
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS
Mortgage Loans
On June 30, 1994, the Company, through the Financing Partnership,
entered into a $300,000 mortgage loan (the "1994 Mortgage Loan"). On April 4,
1997, the Company purchased U.S. Government securities as substitute collateral
to execute a legal defeasance of the $300,000 mortgage loan (the "1994 Defeased
Mortgage Loan") (See Note 12). 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 Company 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% from June 30, 1994
through June 30, 1995 through the use of the 1994 Interest Rate Protection
Agreement (hereinafter defined). 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 the 1995 Interest Rate Protection Agreements
(hereinafter defined). 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 the 1997 Interest Rate Protection Agreement (hereinafter defined).
Under the terms of the 1994 Defeased Mortgage Loan, certain cash
reserves were required to be and had been set aside for payment of tenant
improvements, capital expenditures, interest, real estate taxes, insurance and
potential environmental costs as well as certain other cash reserves to pay off
and retire the 1994 Defeased Mortgage Loan. The amount of cash reserves for
payment of potential environmental costs was determined by the lender and was
established at the closing of the 1994 Defeased Mortgage Loan. The amounts
included in the cash reserves relating to payments of tenant improvements,
capital expenditures, interest, real estate taxes and insurance were determined
by the lender and approximated the next periodic payment of such items. At
December 31, 1997, these reserves totaled $310,943 and were included in
Restricted Cash. Such cash reserves were invested in a money market fund at
December 31, 1997. The maturity of these investments is one day; accordingly,
cost approximates fair
F-12
<PAGE> 70
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
value. On January 2, 1998, $300,000 of these cash reserves were used to pay
down and retire the 1994 Defeased Mortgage Loan, $6,000 of these cash reserves
were used to pay a prepayment fee on the 1994 Defeased Mortgage Loan and the
remaining cash reserves were returned to the Company.
On December 29, 1995, the Company, through the Mortgage Partnership,
entered into a $40,200 mortgage loan (the"1995 Mortgage Loan"). In the first
quarter of 1996, the Company 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 Mortgage Partnership. 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
payments 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, 1998 and 1997, these reserves totaled $3,286 and $2,117,
respectively, and are included in Restricted Cash. Such cash reserves were
invested in a money market fund at December 31, 1998. The maturity of these
investments is one day; accordingly, cost approximates fair value.
On December 14, 1995, the Company, through First Industrial Harrisburg,
L.P., 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 Company'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 Company paid off and retired the Harrisburg Mortgage Loan
(see Note 12).
On March 20, 1996, the Company, through the Operating Partnership, and
the Indianapolis Partnership, entered into a $36,750 mortgage loan (the "CIGNA
Loan") that is collateralized by seven properties in Indianapolis, Indiana and
three properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed
interest rate of 7.50% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan matures on April 1,
2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the
greater of a 1% prepayment fee or a yield maintenance premium.
On March 20, 1996, the Company, through the Operating Partnership,
assumed a $6,424 mortgage loan and a $2,993 mortgage loan (together, the
"Assumed Loans") that are collateralized by 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.
F-13
<PAGE> 71
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
In conjunction with an acquisition of a portfolio of properties on
January 31, 1997, the Company, 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 Company on December 19, 1997 (see Note 12). 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.
In conjunction with the acquisition of a portfolio of properties on
October 23, 1997, the Company, through the Operating Partnership, assumed a
mortgage loan in the amount of $4,153 (the "Acquisition Mortgage Loan I"). The
Acquisition Mortgage Loan I 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.
In conjunction with the acquisition of a portfolio of properties on
December 9, 1997, the Company, through the Operating Partnership, assumed a
mortgage loan in the amount of $7,997 (the "Acquisition Mortgage Loan II"). The
Acquisition Mortgage Loan II 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.
In conjunction with the acquisition of a portfolio of properties on
December 23, 1997, the Company, through the Operating Partnership, assumed a
mortgage loan in the amount of $3,598 (the "Acquisition Mortgage Loan III"). The
Acquisition Mortgage Loan III is collateralized by two properties in Houston,
Texas, bears interest at a fixed interest rate of 8.875% and provides for
monthly principal and interest payments based on a 20-year amortization
schedule. The Acquisition Mortgage Loan III matures on June 1, 2003. The
Acquisition Mortgage Loan III may be prepaid only after June 1998 in exchange
for the greater of a 2% prepayment fee or a yield maintenance premium.
On April 16, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $2,525 (the "Acquisition
Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one
property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and
provides for monthly principal and interest payments based on a 20-year
amortization schedule. The Acquisition Mortgage Loan IV matures on October 1,
2006. The Acquisition Mortgage Loan IV may be prepaid only after October 2001 in
exchange for the greater of a 1% prepayment fee or a yield maintenance premium.
On July 16, 1998, the Company, through the Operating Partnership,
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.
F-14
<PAGE> 72
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
On August 31, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $965 (the "Acquisition
Mortgage Loan VI"). The Acquisition Mortgage Loan VI is collateralized by one
property in Portland, Oregon, bears interest at a fixed rate of 8.875% and
provides for monthly principal and interest payments based on a 20-year
amortization schedule. The Acquisition Mortgage Loan VI matures on November 1,
2006. The Acquisition Mortgage Loan VI may be prepaid only after September 2001
in exchange for a 3% prepayment fee.
On August 31, 1998, the Company, through the Operating Partnership,
assumed a mortgage loan in the principal amount of $1,367 (the "Acquisition
Mortgage Loan VII"). The Acquisition Mortgage Loan VII is collateralized by one
property in Milwaukie, 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 Company, 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 is collateralized by
three properties in Richland Hills, Texas, bears interest at a fixed rate of
8.45% and provides for monthly principal and interest payments based on a
143-month amortization schedule. The Acquisition Mortgage Loan VIII matures on
July 1, 2009.
Senior Unsecured Debt
On April 4, 1997, the Company, 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 used to purchase U.S.
Government Securities as substitute collateral to execute a legal defeasance of
the 1994 Defeased Mortgage Loan. The Defeasance Loan was paid off and retired in
May, 1997 (see Note 12).
On May 13, 1997, the Company, through the Operating Partnership, issued
$150,000 of senior unsecured debt which matures on May 15, 2007 and bears a
coupon interest rate of 7.60% (the "2007 Notes"). The issue price of the 2007
Notes was 99.965%. Interest is paid semi-annually in arrears on May 15 and
November 15. The Company also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2007 Notes prior to issuance. The
debt issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2007 Notes as an adjustment
to the interest expense. The 2007 Notes contain certain covenants including
limitation on incurrence of debt and debt service coverage.
On May 13, 1997, the Company, through the Operating Partnership, issued
$100,000 of senior unsecured debt which matures on May 15, 2027, and bears a
coupon interest rate of 7.15% (the "2027 Notes"). The issue price of the 2027
Notes was 99.854%. The 2027 Notes are redeemable, at the option of the holders
thereof, on May 15, 2002. Interest is paid semi-annually in arrears on May 15
and November 15. The Company also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2027 Notes prior to
issuance. The debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2027 Notes as an
adjustment to interest expense. The 2027 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.
F-15
<PAGE> 73
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
On May 22, 1997, the Company, through the Operating Partnership, issued
$100,000 of senior unsecured debt which matures on May 15, 2011 and bears a
coupon interest rate of 7.375% (the "2011 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 Company received approximately $1,781 of
proceeds from the holder of the 2011 Notes as consideration for the Put Option.
The Company amortizes the Put Option amount over the life of the Put Option as
an adjustment to interest expense. The Company also entered into an interest
rate protection agreement which was used to fix the interest rate on the 2011
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 Company, through the Operating Partnership,
issued $50,000 of senior unsecured debt which matures on November 21, 2005 and
bears a coupon interest rate of 6.90% (the "2005 Notes"). The issue price of the
2005 Notes was 100%. Interest is paid semi-annually in arrears on May 21 and
November 21. The 2005 Notes contain certain covenants including limitation on
incurrence of debt and debt service coverage.
On November 24, 1997, the Company, 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 12).
On December 8, 1997, the Company, through the Operating Partnership,
issued $150,000 of senior unsecured debt which matures on December 1, 2006 and
bears a coupon interest rate of 7.00% (the "2006 Notes"). The issue price of the
2006 Notes was 100%. Interest is paid semi-annually in arrears on June 1 and
December 1. The Company also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2006 Notes prior to issuance. The
settlement amount of the interest rate protection agreement is being amortized
over the life of the 2006 Notes as an adjustment to interest expense. The 2006
Notes contain certain covenants including limitation on incurrence of debt and
debt service coverage.
On December 8, 1997, the Company, through the Operating Partnership,
issued $100,000 of unsecured debt which matures on December 1, 2017 and bears a
coupon interest rate of 7.50% (the "2017 Notes"). The issue price of the 2017
Notes was 99.808%. Interest is paid semi-annually in arrears on June 1 and
December 1. The Operating Partnership is amortizing the debt issue discount over
the life of the 2017 Notes as an adjustment to interest expense. The 2017 Notes
may be redeemed at any time at the option of the Company, in whole or in part,
at a redemption price equal to the sum of the principal amount of the 2017 Notes
being redeemed plus accrued interest thereon to the redemption date and any
make-whole amount, as defined in the Prospectus Supplement relating to the 2017
Notes.
On March 31, 1998, the Company, 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 Company received approximately
$2,760 of proceeds from the Remarketing Dealer as consideration for the Call
Option. The Company is amortizing these 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 Operating
F-16
<PAGE> 74
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
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 Company
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 Company, through the Operating Partnership,
issued $200,000 of senior unsecured debt which matures on July 15, 2028 and
bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the
2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15
and July 15. The Company also settled interest rate protection agreements, in
the notional amount of $150,000, which were used to fix the interest rate on the
2028 Notes prior to issuance. The debt issue discount and the settlement amount
of the interest rate protection agreements are being amortized over the life of
the 2028 Notes as an adjustment to 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 connection with the Initial Offering, the Company, through the
Operating Partnership, entered into a $100,000 collateralized revolving credit
facility (the "1994 Acquisition Facility"). During the quarter ended June 30,
1995, the capacity of the 1994 Acquisition Facility was increased to $150,000.
Borrowings under the 1994 Acquisition Facility bore interest at a floating rate
equal to LIBOR plus 2.00% or a "Corporate Base Rate" plus .50%, at the Company's
election. Effective July 12, 1996, the lenders reduced the interest rate to
LIBOR plus 1.75%. In December 1996, the Company terminated the 1994 Acquisition
Facility (see Note 12) 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
Company terminated the 1996 Unsecured Acquisition Facility (see Note 12) 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 Company's election, and provides for interest only
payments until maturity. The Company 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.
In December 1995, the Company, through the Operating Partnership,
entered into a $24,219 collateralized revolving credit facility (the "1995
Credit Line"). The 1995 Credit Line bore interest at a floating rate of LIBOR
plus 2.45%. The Company terminated the 1995 Credit Line in February 1996 (See
Note 12).
In May 1996, the Company, through the Operating Partnership, entered
into a $10,000 collateralized revolving credit facility (the "1996 Credit
Line"). The 1996 Credit Line bore interest at a floating rate from LIBOR plus
2.45% to LIBOR plus 2.75%, depending on the term of the interest rate option.
The Company terminated the 1995 Credit Line in November 1996 (See Note 12).
F-17
<PAGE> 75
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
In September 1996, the Company, through the Operating Partnership, entered
into a $40,000 revolving credit facility ("1996 Acquisition Facility").
Borrowings under the 1996 Acquisition Facility bore interest at a floating rate
equal to LIBOR plus 2.00% or a "Corporate Base Rate" plus .50%, at the
Company's election. The Company terminated the 1996 Acquisition Facility in
November 1996 (see Note 12).
The following table discloses certain information regarding the Company'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
1998 1997 1998 1997 1998 DATE
------------ ------------- ------------ ----------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE, NET
- ---------------------------
1995 Mortgage Loan.............. $ 39,567 $ 40,000 $ 167 $ 168 7.220% 1/11/26
CIGNA Loan...................... 35,220 35,813 --- --- 7.500% 4/01/03
Assumed Loans................... 8,661 8,950 --- --- 9.250% 1/01/13
LB Mortgage Loan II............. 705 705 --- --- 8.000% (1)
Acquisition Mortgage Loan I..... 3,864 4,135 --- 29 8.500% 8/01/08
Acquisition Mortgage Loan II.... 7,828 7,997 51 52 7.750% 4/01/06
Acquisition Mortgage Loan III... 3,485 3,598 26 27 8.875% 6/01/03
Acquisition Mortgage Loan IV.... 2,488 --- 19 --- 8.950% 10/01/06
Acquisition Mortgage Loan V..... 2,855 (2) --- 19 --- 9.010% 9/01/06
Acquisition Mortgage Loan VI.... 1,024 (2) --- 7 --- 8.875% 11/01/06
Acquisition Mortgage Loan VII... 1,450 (2) --- 11 --- 9.750% 3/15/02
Acquisition Mortgage Loan VIII.. 1,340 --- 9 --- 8.450% 7/01/09
------------ ------------- ------------ -----------
Total........................... $108,487 $ 101,198 $ 309 $ 276
============ ============= ============ ===========
DEFEASED MORTGAGE LOAN
- ----------------------
1994 Mortgage Loan.............. $ --- $ 300,000 $ --- $ 1,831 (3) (3)
============ ============= ============ ===========
SENIOR UNSECURED DEBT, NET
- --------------------------
2005 Notes...................... $ 50,000 $ 50,000 $ 383 $ 393 6.900% 11/21/05
2006 Notes...................... 150,000 150,000 875 671 7.000% 12/01/06
2007 Notes...................... 149,956 (4) 149,951 1,457 1,457 7.600% 5/15/07
2011 Notes...................... 99,424 (4) 99,377 942 942 7.375% 5/15/11 (5)
2017 Notes...................... 99,818 (4) 99,809 625 479 7.500% 12/01/17
2027 Notes ..................... 99,862 (4) 99,857 914 914 7.150% 5/15/27 (6)
2028 Notes...................... 199,768 (4) --- 7,051 --- 7.600% 7/15/28
2011 Drs........................ 99,767 (4) --- 1,553 --- 6.500% (8) 4/05/11 (7)
------------ ------------- ------------ -----------
Total........................... $948,595 $ 648,994 $ 13,800 $ 4,856
============ ============= ============ ===========
ACQUISITION FACILITY PAYABLE
- ----------------------------
1997 Unsecured Acquisition
Facility....................... $134,800 $ 129,400 $ 690 $ 297 6.493% 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) The Acquisition Mortgage Loan V, the Acquisition Mortgage Loan VI and the
Acquisition Mortgage Loan VII are net of unamortized premiums of $307, $68
and $100, respectively.
(3) The 1994 Defeased Mortgage Loan was paid off and retired on January 2,
1998.
(4) The 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the
2011 Drs. are net of unamortized 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-18
<PAGE> 76
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
Fair Value
At December 31, 1998 and 1997, the fair value of the Company's mortgage
loans payable, senior unsecured debt, acquisition facility payable and interest
rate protection agreements were as follows:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------------- ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Mortgage Loans Payable ................. $ 108,487 $ 111,305 $ 101,198 $ 105,838
Defeased Mortgage Loan Payable ......... -- -- 300,000 300,000
Senior Unsecured Debt .................. 948,595 925,320 648,994 666,954
Acquisition Facility Payable ........... 134,800 134,800 129,400 129,400
Put Option and Call Option ............. 3,438 13,200 1,621 3,720
Interest Rate Protection Agreements .... -- -- -- 4,974
---------- --------- ---------- ----------
Total .................................. $1,195.320 1,184,625 $1,181,213 $1,210,886
========== ========= ========== ==========
</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:
<TABLE>
<CAPTION>
Amount
-----------
<S> <C>
1999 $ 2,266
2000 2,455
2001 137,460
2002 4,104
2003 37,309
Thereafter 1,008,513
-----------
Total $1,192,107
===========
</TABLE>
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
In conjunction with obtaining the 1994 Mortgage Loan, the Company,
through the Financing Partnership, purchased an interest rate protection
agreement (the "1994 Interest Rate Protection Agreement") which effectively
limited the interest rate during the initial five-year term of the 1994 Mortgage
Loan to 7.20% per annum. Prior to the subsequent replacement of the 1994
Interest Rate Protection Agreement, its cost of $18,450 had been capitalized and
was being amortized over the five-year term of the agreement. Effective July 1,
1995, the Company replaced the 1994 Interest Rate Protection Agreement with new
interest rate protection agreements and entered into interest rate swap
agreements (together, the "1995 Interest Rate Protection Agreements") with a
notional value of $300,000, which together effectively fixed the annual interest
rate on the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001. As
a result of the replacement of the interest rate protection agreement, the
Company incurred a loss of $6,400. 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 Company sold
F-19
<PAGE> 77
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES
PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
the 1995 Interest Rate Protection Agreements and entered into a new interest
rate protection agreement (the "1997 Interest Rate Protection Agreement") at a
cost of $150 with a notional value of $300,000 which expired at the end of 1997.
The 1997 Interest Rate Protection Agreement effectively limited the interest
rate on the 1994 Defeased Mortgage Loan to 7.20% until December 31, 1997. The
cost of the 1997 Interest Rate Protection Agreement had been capitalized and was
being amortized on a straight-line basis over the remaining life of the 1997
Interest Rate Protection Agreement. As of December 31, 1997 the interest rate
protection agreements were fully amortized and written off.
7. STOCKHOLDERS' EQUITY
Preferred Stock
In 1995, the Company issued 1,650,000 shares of 9.5%, $.01 par value,
Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an
initial offering price of $25 per share. Dividends on the Series A Preferred
Stock are cumulative from the date of initial issuance and are payable quarterly
in arrears. The payment of dividends and amounts upon liquidation, dissolution
or winding up ranks senior to the payments on the Company's $.01 par value
common stock ("Common Stock"). The Series A Preferred Stock is not redeemable
prior to November 17, 2000. On or after November 17, 2000, the Series A
Preferred Stock is redeemable for cash at the option of the Company, in whole or
in part, at $25.00 per share, or $41,250 in the aggregate, plus dividends
accrued and unpaid to the redemption date. The Series A Preferred Stock has no
stated maturity and is not convertible into any other securities of the Company.
The payment of dividends on, and payments on liquidation or redemption
of, the Series A Preferred Stock is guaranteed by the Securities Partnership
(the "Guarantor") pursuant to a Guarantee and Payment Agreement (the "Guarantee
Agreement"). The Series A Preferred Stock is the only class of securities of the
Company which has the benefit of such guarantee. To the extent the Company fails
to make any payment of dividend or pay any portion of the liquidation preference
on or the redemption price of any shares of Series A Preferred Stock, the
Guarantor will be obligated to pay an amount to each holder of Series A
Preferred Stock equal to any such shortfall.
On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25 per Depositary Share. Dividends on the Series B Preferred
Stock, represented by the Depositary Shares, are cumulative from the date of
initial issuance and are payable quarterly in arrears. With respect to the
payment of dividends and amounts upon liquidation, dissolution or winding up,
the Series B Preferred Stock ranks senior to payments on the Company's Common
Stock and pari passu with the Company's Series A Preferred Stock, Series C
Preferred Stock (hereinafter defined), Series D Preferred Stock (hereinafter
defined) and Series E Preferred Stock (hereinafter defined). The Series B
Preferred Stock is not redeemable prior to May 14, 2002. On or after May 14,
2002, the Series B Preferred Stock is redeemable for cash at the option of the
Company, in whole or in part, at a redemption price equivalent to $25 per
Depositary Share, or $100,000 in the aggregate, plus dividends accrued and
unpaid to the redemption date. The Series B Preferred Stock has no stated
maturity and is not convertible into any other securities of the Company.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series
C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial
offering price of $25 per Depositary Share. Dividends on the Series C Preferred
Stock, represented by the Depositary Shares, are cumulative from the date of
initial issuance and are payable quarterly in arrears. With
F-20
<PAGE> 78
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
7. STOCKHOLDERS' EQUITY, CONTINUED
respect to the payment of dividends and amounts upon liquidation, dissolution or
winding-up, the Series C Preferred Stock ranks senior to payments on the
Company's Common Stock and pari passu with the Company's Series A Preferred
Stock, Series B Preferred Stock, Series D Preferred Stock (hereinafter defined)
and Series E Preferred Stock (hereinafter defined). The Series C Preferred Stock
is not redeemable prior to June 6, 2007. On or after June 6, 2007, the Series C
Preferred Stock are redeemable for cash at the option of the Company, in whole
or in part, at a redemption price equivalent to $25 per Depositary Share, or
$50,000 in the aggregate, plus dividends accrued and unpaid to the redemption
date. The Series C Preferred Stock has no stated maturity and is not convertible
into any other securities of the Company.
On February 4, 1998, the Company issued 5,000,000 Depositary Shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an
initial offering price of $25 per Depositary Share. Dividends on the Series D
Preferred Stock represented by the Depositary Shares are cumulative from the
date of initial issuance and are payable quarterly in arrears. With respect to
the dividends and amounts upon liquidation, dissolution or winding up, the
Series D Preferred Stock ranks senior to payments on the Company's $.01 par
value common stock ("Common Stock") and pari passu with the Company's Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E
Preferred Stock (hereinafter defined); however, the Series A Preferred Stock has
the benefit of a guarantee by First Industrial Securities, L.P. The Series D
Preferred Stock is not redeemable prior to February 4, 2003. On and after
February 4, 2003, the Series D Preferred Stock is redeemable for cash at the
option of the Company, in whole or in part, at a redemption price equivalent to
$25 per Depositary Share, or $125,000 in the aggregate, plus dividends accrued
and unpaid to the redemption date. The Series D Preferred Stock has no stated
maturity and is not convertible into any other securities of the Company.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. Dividends on the Series E Preferred
Stock represented by the Depositary Shares are cumulative from the date of
initial issuance and are payable quarterly in arrears. With respect to the
payment of dividends and amounts upon liquidation, dissolution or winding up,
the Series E Preferred Stock ranks senior to payments on the Company's Common
Stock and pari passu with the Company's Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however,
the Series A Preferred Stock has the benefit of a guarantee by First Industrial
Securities, L.P. The Series E Preferred Stock is not redeemable prior to March
18, 2003. On and after March 18, 2003, the Series E Preferred Stock is
redeemable for cash at the option of the Company, in whole or in part, at a
redemption price equivalent to $25 per Depositary Share, or $75,000 in the
aggregate, plus dividends accrued and unpaid to the redemption date. The Series
E Preferred Stock has no stated maturity and is not convertible into any other
securities of the Company.
The following table summarizes certain information regarding the
Company's preferred stock:
<TABLE>
<CAPTION>
Stated Value at
------------------------------ Initial Optional
December 31, December 31, Dividend Redemption
1998 1997 Rate Date
------------- ------------- --------- ---------
<S> <C> <C> <C> <C>
Series A Preferred Stock $ 41,250 $ 41,250 9.50% 11/17/00
Series B Preferred Stock 100,000 100,000 8.750% 5/14/02
Series C Preferred Stock 50,000 50,000 8.625% 6/06/07
Series D Preferred Stock 125,000 -- 7.950% 2/04/03
Series E Preferred Stock 75,000 -- 7.900% 3/18/03
--------- ---------
Total $ 391,250 $ 191,250
========= =========
</TABLE>
F-21
<PAGE> 79
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
7. STOCKHOLDERS' EQUITY, CONTINUED
Common Stock
On February 2, 1996, the Company issued 5,175,000 shares of $.01 par
value common stock (the "February 1996 Equity Offering") inclusive of the
underwriters' over-allotment option. The price per share in the February 1996
Equity Offering was $22, resulting in gross offering proceeds of $113,850.
Proceeds to the Company, net of underwriters' discount and total offering
expenses, were approximately $106,343.
On October 25, 1996, the Company issued 5,750,000 shares of $.01 par
value common stock (the "October 1996 Equity Offering") inclusive of the
underwriters' over-allotment option. The price per share in the October 1996
Equity Offering was $25.50, resulting in gross offering proceeds of $146,625.
Proceeds to the Company, net of underwriters' discount and total offering
expenses, were approximately $137,697.
On September 16, 1997, the Company issued 637,440 shares of $.01 par
value common stock (the "September 1997 Equity Offering"). The price per share
in the September 1997 Equity Offering was $31.38, resulting in gross offering
proceeds of $20,000. Proceeds to the Company, net of underwriters' discount and
total offering expenses, were approximately $18,900.
On October 15, 1997, the Company issued 5,400,000 shares of $.01 par
value common stock (the "October 1997 Equity Offering"). The price per share was
$33.40 resulting in gross offering proceeds of $180,360. Proceeds to the
Company, net of underwriters' discount and the total offering expenses, were
approximately $176,556.
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 price per share in the April 1998 Equity Offering was $33.141,
resulting in gross offering proceeds of $36,300. Proceeds to the Company, net of
purchaser's discount and total offering expenses, were approximately $33,141.
Shareholders' Rights Plan
On September 4, 1997, the Board of Directors of the Company declared a
dividend distribution of one Preferred Share Purchase Right ("Right") for each
outstanding share of common stock, par value $.01 per share, of the Company (the
"Common Stock"). The dividend distribution was made on October 20, 1997 to
stockholders of record as of the close of business on October 19, 1997. In
addition, a Right will attach to each share of Common Stock issued in the
future. Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Junior Participating Preferred Stock (the
"Junior Preferred Stock"), at a price of $125 per one one-hundredth of a share
(the "Purchase Price"), subject to adjustment. The Rights become exercisable
only if a person or group of affiliated or associated persons (an "Acquiring
Person") acquires, or obtains the right to acquire, beneficial ownership of
Common Stock or other voting securities ("Voting Stock") that have 15% or more
of the voting power of the outstanding shares of Voting Stock, or if an
Acquiring Person commences or makes an announcement of an intention to commence
a tender offer or exchange offer to acquire beneficial ownership of Voting Stock
that have 15% or more of the voting power of the outstanding shares of Voting
Stock. The Rights will expire on October 19, 2007, unless redeemed earlier by
the Company at $.001 per Right, or exchanged by the Company at an exchange ratio
of one share of Common Stock per Right.
In the event that a person becomes an Acquiring Person, each holder of
a Right, other than the Acquiring Person, is entitled to receive, upon exercise,
(1) Common Stock having a value equal to two times the Purchase Price of the
Right or (2) common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right.
F-22
<PAGE> 80
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
7. STOCKHOLDERS' EQUITY, CONTINUED
The Junior Preferred Stock ranks junior to all other series of the
Company's preferred stock with respect to payment of dividends and as to
distributions of assets in liquidation. Each share of Junior Preferred Stock has
a quarterly dividend rate per share equal to the greater of $1.00 or 100 times
the per share amount of any dividend (other than a dividend payable in shares of
Common Stock or a subdivision of the Common Stock) declared on the Common Stock,
subject to certain adjustments. In the event of liquidation, the holder of the
Junior Preferred Stock is entitled to receive a preferred liquidation payment
per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount
equal to 100 times the payment to be made per share of Common Stock, subject to
certain adjustments.
Dividends/Distributions
The following table summarizes dividends/distributions for the past two
years:
<TABLE>
<CAPTION>
Common Stock/Operating Partnership Units
- ----------------------------------------
Dividend/
Distribution Total
per Share/ Dividend
Record Date Payable Date Unit Distribution
-------------------- ----------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
First Quarter 1997 March 31, 1997 April 21, 1997 $ .50500 $ 16,904
Second Quarter 1997 June 30, 1997 July 21, 1997 $ .50500 $ 17,222
Third Quarter 1997 September 30, 1997 October 20, 1997 $ .50500 $ 17,700
Fourth Quarter 1997 December 31, 1997 January 20, 1998 $ .53000 $ 22,010
First Quarter 1998 March 31, 1998 April 20, 1998 $ .53000 $ 22,497
Second Quarter 1998 June 30, 1998 July 20, 1998 $ .53000 $ 23,555
Third Quarter 1998 September 30, 1998 October 19, 1998 $ .53000 $ 23,735
Fourth Quarter 1998 December 31, 1998 January 18, 1999 $ .60000 $ 27,081
<CAPTION>
Series A Preferred Stock
- -------------------------
Dividend per Total
Record Date Payable Date Share Dividend
-------------------- ----------------------- ---------------- ------------
<S> <C> <C> <C> <C>
First Quarter 1997 March 14, 1997 March 31, 1997 $ .59375 $ 980
Second Quarter 1997 June 13, 1997 June 30, 1997 $ .59375 $ 980
Third Quarter 1997 September 15, 1997 September 30, 1997 $ .59375 $ 980
Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ .59375 $ 980
First Quarter 1998 March 13, 1998 March 31, 1998 $ .59375 $ 980
Second Quarter 1998 June 15, 1998 June 30, 1998 $ .59375 $ 980
Third Quarter 1998 September 15, 1998 September 30, 1998 $ .59375 $ 980
Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ .59375 $ 980
</TABLE>
F-23
<PAGE> 81
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
7. STOCKHOLDERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
Series B Preferred Stock
- ------------------------
Dividend Total
Record Date Payable Date per Share Dividend
-------------------- -------------------- ------------ ----------
<S> <C> <C> <C> <C>
Second Quarter 1997 June 13, 1997 June 30, 1997 $ 27.95000 $ 1,119
Third Quarter 1997 September 15, 1997 September 30, 1997 $ 54.68750 $ 2,188
Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ 54.68750 $ 2,188
First Quarter 1998 March 13, 1998 March 31, 1998 $ 54.68750 $ 2,188
Second Quarter 1998 June 15, 1998 June 30, 1998 $ 54.68750 $ 2,188
Third Quarter 1998 September 15, 1998 September 30, 1998 $ 54.68750 $ 2,188
Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 54.68750 $ 2,188
<CAPTION>
Series C Preferred Stock
- ------------------------
Dividend Total
Record Date Payable Date per Share Dividend
-------------------- ----------------------- ------------- ----------
<S> <C> <C> <C> <C>
Third Quarter 1997 September 15, 1997 September 30, 1997 $ 68.12300(1) $ 1,363
Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ 53.90600 $ 1,078
First Quarter 1998 March 13, 1998 March 31, 1998 $ 53.90600 $ 1,078
Second Quarter 1998 June 15, 1998 June 30, 1998 $ 53.90600 $ 1,078
Third Quarter 1998 September 15, 1998 September 30, 1998 $ 53.90600 $ 1,078
Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 53.90600 $ 1,078
(1) $14.217 of this dividend relates to the second quarter of 1997.
<CAPTION>
Series D Preferred Stock
- ------------------------
Dividend Total
Record Date Payable Date per Share Dividend
-------------------- ----------------------- ------------- ----------
<S> <C> <C> <C> <C>
First Quarter 1998 March 13, 1998 March 31, 1998 $ 30.36500 $ 1,518
Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.68700 $ 2,484
Third Quarter 1998 September 15, 1998 September 30, 1998 $ 49.68700 $ 2,484
Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 49.68700 $ 2,484
<CAPTION>
Series E Preferred Stock
- ------------------------
Dividend Total
Record Date Payable Date per Share Dividend
-------------------- ----------------------- ------------- ----------
<S> <C> <C> <C> <C>
First Quarter 1998 June 15, 1998 June 30, 1998 $ 7.13194 $ 214
Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.37500 $ 1,480
Third Quarter 1998 September 15, 1998 September 31, 1998 $ 49.37500 $ 1,480
Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 49.37500 $ 1,480
</TABLE>
F-24
<PAGE> 82
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
8. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 1998, the Company acquired 247 industrial properties comprising
approximately 12.3 million square feet (unaudited) of GLA for a total purchase
price of approximately $491,504 and completed the development of 12 properties
and two expansions comprising approximately 2.6 million square feet (unaudited)
of GLA at a cost of approximately $85,870.
In 1997, the Company acquired 389 industrial properties comprising
approximately 22.9 million square feet (unaudited) of GLA for a total purchase
price of approximately $862,350 and completed the development of ten properties
and two expansions comprising approximately 1.7 million square feet (unaudited)
of GLA at a cost of approximately $50,246.
In 1996, the Company acquired 112 industrial properties comprising
approximately 10.4 million square feet (unaudited) of GLA for a total purchase
price of approximately $252,991 and completed the development of two properties
comprising approximately .2 million square feet (unaudited) of GLA at a cost of
approximately $900.
9. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS
In November 1998, the Company, 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 Company's expectation that it would not issue debt securities
associated with the interest rate protection agreement, the Company settled its
position. As a result, the Company 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 Company sold the 1995 Interest Rate Protection
Agreements for approximately $9,950. The gain on disposition of the 1995
Interest Rate Protection Agreement totaled approximately $1,430.
10. RESTRUCTURING AND ABANDONED PURSUIT COSTS CHARGE
In connection with management's plan to improve operating efficiencies
and reduce costs, the Company recorded a restructuring and abandoned pursuit
costs charge of approximately $11,941 in the fourth quarter of 1998. The
restructuring charge includes approximately $6,858 in severance costs, of which
approximately $1,206 is non-cash relating to immediate vesting of restricted
stock. The cash portion of the severance costs were paid in fiscal year 1999.
Approximately $5,083 of the charge relates to abandoned acquisitions.
11. SALES OF REAL ESTATE
In 1998, the Company sold 41 in-service properties and several parcels
of land. Gross proceeds from these sales totaled approximately $99,904.
Approximately $56,300 of the gross proceeds were received from the September
1998 Joint Venture (the Company sold 21 of the 41 properties to the September
1998 Joint Venture at the Company's net book value). The gain on sales totaled
approximately $5,349.
In 1997, the Company sold ten in-service properties, one property held
for redevelopment and several parcels of land. Gross proceeds from these sales
totaled approximately $33,658. The gain on sales totaled approximately $5,003.
In 1996, the Company sold six in-service properties. Gross proceeds
from these sales totaled approximately $14,972. The gain on sales totaled
approximately $4,344.
F-25
<PAGE> 83
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
12. EXTRAORDINARY ITEMS
In 1997, the Company terminated the Harrisburg Mortgage Loan, the LB
Mortgage Loan I, the Defeasance Loan, the November 1997 Unsecured Loan and the
1996 Unsecured Acquisition Facility before their contractual maturity date.
Also, the Company entered into a commitment to pay down and retire the 1994
Defeased Mortgage Loan on January 2, 1998. As a result of the early retirements
and the commitment for early retirement of the 1994 Defeased Mortgage Loan, the
Company recorded an extraordinary loss of $14,124 comprised of prepayment fees,
the write off of unamortized deferred financing fees, legal costs and other
expenses.
In 1996, the Company terminated the 1994 Acquisition Facility, the 1995
Credit Line, the 1996 Credit Line and the 1996 Acquisition Facility before their
contractual maturity date. As a result of these early retirements, the Company
recorded an extraordinary loss of $2,273 comprised of a prepayment fee, the
write-off of unamortized deferred financing fees, legal costs and other
expenses.
F-26
<PAGE> 84
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
13. EARNINGS PER SHARE
In February 1997, the FASB issued FAS 128, effective for financial
statements ending after December 15, 1997. As required by this statement, the
Company adopted the new standard for computing and presenting earnings per share
(EPS) for the year ended December 31, 1997, and for all prior-periods' EPS data
presented herein. The outstanding Operating Partnership units have been excluded
from the diluted earnings per share calculation as there would be no effect on
the amounts since the minority interests' share of income would also be added
back to net income. The computation of basic and diluted EPS, as prescribed by
FAS 128, is presented below:
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1996
------------- -------------- ------------
<S> <C> <C> <C>
Numerator:
Income Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle ........................................ $ 77,697 $ 66,070 $ 37,937
Less: Preferred Stock Dividends .................................... (30,610) (11,856) (3,919)
------------ ------------ ------------
Net Income Available to Common Stockholders Before
Extraordinary Loss and Cumulative Effect of Change in
Accounting Principle- For Basic and Diluted EPS .................... 47,087 54,214 34,018
Extraordinary Loss ...................................................... -- (14,124) (2,273)
Cumulative Effect of Change in Accounting Principle ..................... (1,976) -- --
------------ ------------ ------------
Net Income Available to Common Stockholders-
For Basic and Diluted EPS ............................................. $ 45,111 $ 40,090 $ 31,745
============ ============ ============
Denominator:
Weighted Average Common Shares Outstanding at
December 31, 1998, 1997 and 1996, respectively- Basic ................ 37,444,961 31,508,240 24,755,953
Effect of Dilutive Securities:
Employee Common Stock Options ........................................ 182,515 305,686 86,447
------------ ------------ ------------
Weighted Average Common Shares Outstanding at
December 31, 1998, 1997 and 1996, respectively- Diluted .............. 37,627,476 31,813,926 24,842,400
============ ============ ============
Basic EPS:
Net Income Available to Common Stockholders Before
Extraordinary Loss and Cumulative Effect
of Change in Accounting Principle ................................... $ 1.26 $ 1.72 $ 1.37
============ ============ ============
Extraordinary Loss ...................................................... $ -- $ (.45) $ (.09)
============ ============ ============
Cumulative Effect of Change in Accounting Principle ..................... $ (.05) $ -- $ --
============ ============ ============
Net Income Available to Common Stockholders ............................. $ 1.20 $ 1.27 $ 1.28
============ ============ ============
Diluted EPS:
Net Income Available to Common Stockholders Before
Extraordinary Loss and Cumulative Effect
of Change in Accounting Principle ................................... $ 1.25 $ 1.70 $ 1.37
============ ============ ============
Extraordinary Loss ...................................................... $ -- $ (.44) $ (.09)
============ ============ ============
Cumulative Effect of Change in Accounting Principle ..................... $ (.05) $ -- $ --
============ ============ ============
Net Income Available to Common Stockholders ............................. $ 1.20 $ 1.26 $ 1.28
============ ============ ============
</TABLE>
F-27
<PAGE> 85
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
14. FUTURE RENTAL REVENUES
The Company's properties are leased to tenants under net and semi-net
operating leases. Minimum lease payments receivable, excluding tenant
reimbursements of expenses, under noncancelable operating leases in effect as of
December 31, 1998 are approximately as follows:
<TABLE>
<S> <C>
1999 $ 288,070
2000 235,326
2001 186,056
2002 143,203
2003 107,304
Thereafter 272,882
----------
Total $1,232,841
==========
</TABLE>
15. 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. Only officers and other employees of the Company and its affiliates
generally are eligible to participate in the Stock Incentive Plans. However,
Independent Directors of the Company receive automatic annual grants of options
to purchase 10,000 shares at a per share exercise price equal to the fair market
value of a share on the date of grant.
The Stock Incentive Plans authorize (i) the grant of stock options that
qualify as incentive stock options under Section 422 of the Code, (ii) the grant
of stock options that do not so qualify, (iii) restricted stock awards, (iv)
performance share awards and (v) dividend equivalent rights. The exercise price
of 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, 1998, stock
options covering 5.0 million shares were outstanding and stock options covering
2.2 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
Exercise Price Price Per
Share per Share Share
----------- ---------------- ---------------
<S> <C> <C> <C>
Outstanding at December 31, 1995 ....... 858,000 $ 22.37 $ 18.25-$ 23.50
Granted .............................. 263,500 $ 22.94 $ 22.75-$ 25.63
Exercised ............................ (16,000) $ 23.50 $ 23.50
Expired or Terminated ................ (12,000) $ 23.50 $ 23.50
---------
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 Converted ............... (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
=========
</TABLE>
F-28
<PAGE> 86
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
15. EMPLOYEE BENEFIT PLANS, CONTINUED
The following table summarizes currently outstanding and exercisable
options as of December 31, 1998:
<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-$25.63 685,000 6.53 $22.59 685,000 $22.59
$28.50-$35.81 4,312,000 9.01 $34.30 870,350 $30.66
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", in accounting for its 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
share would have been the pro forma amounts indicated in the table below:
<TABLE>
<CAPTION>
For the Year Ended
------------------------------------------
1998 1997 1996
------------- ---------- ----------
<S> <C> <C> <C>
Net Income Available to Common Stockholders- as reported ....................... $ 45,111 $ 40,090 $ 31,745
Net Income Available to Common Stockholders- pro forma ......................... $ 43,324 $ 38,810 $ 31,239
Net Income Available to Common Stockholders per Share- as reported- Basic ...... $ 1.20 $ 1.27 $ 1.28
Net Income Available to Common Stockholders per Share- pro forma- Basic ........ $ 1.16 $ 1.23 $ 1.26
Net Income Available to Common Stockholders per Share- as reported- Diluted .... $ 1.20 $ 1.26 $ 1.28
Net Income Available to Common Stockholders per Share- pro forma- Diluted ...... $ 1.15 $ 1.22 $ 1.26
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 ..................................................... 8.01% 8.15% 7.16%
Expected stock price volatility ............................................. 20.56% 20.01% 18.12%
Risk-free interest rate ..................................................... 5.64% 6.48% 6.81%
Expected life of options .................................................... 3.74 3.78 7.37
</TABLE>
The weighted average fair value of options granted during 1998, 1997 and
1996 is $2.95, $2.72 and $2.43 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 year ended December 31, 1996 the Company did not make any matching
contributions. For the years ended December 31, 1998 and 1997, the Company made
matching contributions of approximately $198 and $108, respectively. In March
1996, the Board of Directors approved and the Company adopted a Deferred Income
Plan (the "Plan"). Under the Plan, 243,400 unit awards, 194,164 unit awards and
138,500 unit awards were granted for the years ended December 31, 1998, 1997 and
1996 respectively, providing the recipients with deferred income benefits which
vest in three equal annual installments. The expense related to these deferred
income benefits is included in general and administrative expenses in the
consolidated statements of operations.
During 1998, the Company awarded 51,850 shares of restricted Common
Stock to certain employees, 2,769 shares of restricted Common Stock to certain
Directors and certain other employees of the Company converted certain employee
stock options to 13,602 shares of restricted Common Stock. These restricted
shares of Common Stock had a fair value of $2,345 on the date of grant. The
restricted Common Stock vests over a period from five to
F-29
<PAGE> 87
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
15. EMPLOYEE BENEFIT PLANS, CONTINUED
ten years. Compensation expense will be charged to earnings over the vesting
period.
During 1997, the Company awarded 59,946 shares of restricted Common
Stock to certain employees, 1,274 of restricted Common Stock to certain
Directors and certain other employees of the Company converted certain employee
stock options to 54,936 shares of restricted Common Stock. 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 over the vesting period.
16. RELATED PARTY TRANSACTIONS
The Company 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 Company utilizes real estate brokerage services
from CB Richard Ellis for which a relative of one of the Company's
officers/Directors is an employee.
On November 19, 1997, the Company 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 officers owned a
33.0% interest.
From time to time, the Company utilizes leasing services from an entity
for which one of the Company's former officers located in a regional office owns
a 62.5% ownership interest. For the year ended December 31, 1998, the Company
has paid approximately $247 of leasing commissions to this entity.
On July 16, 1998, the Company, through the Operating Partnership,
completed an acquisition of a real estate firm of which a former officer and an
employee of the Company owned a 77.5% interest. Gross proceeds to the real
estate firm totaled approximately $2,349. In conjunction with the acquisition of
the real estate firm, the Company also acquired an industrial property from this
same entity for a purchase price of approximately $3,248, excluding costs
incurred in connection with the acquisition of the property.
On June 23, 1998, the Company, 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.
Of the 247 industrial properties purchased by the Company during the
year ended December 31, 1998, 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.
In the fourth quarter of 1998, the Company sold three industrial
properties to a former officer and Director of the Company for gross proceeds of
approximately $10,701. The former officer and Director has the option of selling
the properties back to the Company and the Company has the option of buying the
properties from the former officer and Director. The gain on sale from the sale
of these properties has been deferred and will be recognized if the above
mentioned options are not exercised.
F-30
<PAGE> 88
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
17. 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,
1998 1997 1996
---------- ----------- -----------
<S> <C> <C> <C>
Interest paid, net of
capitalized interest ................................................... $ 64,294 $ 44,627 $ 29,309
========= ========= =========
Interest capitalized ...................................................... $ 3,643 $ 1,151 $ 501
========= ========= =========
Supplemental schedule of noncash investing and financing activities:
Distribution payable on common stock/units ................................ $ 27,081 $ 22,010 $ 16,281
========= ========= =========
Exchange of units for common shares:
Minority interest .................................................... $ (5,150) $ (3,395) $ (943)
Common stock .......................................................... 2 2 --
Additional paid in capital ............................................ 5,148 3,393 943
--------- --------- ---------
$ -- $ -- $ --
========= ========= =========
In conjunction with the property acquisitions, the following assets
and liabilities were assumed:
Purchase of real estate ........................................................ $ 537,838 $ 862,350 $ 252,991
Mortgage loans ................................................................. (8,771) (20,272) (9,417)
Promissory notes ............................................................... -- -- (9,919)
Operating partnership units .................................................... (49,413) (115,230) (23,863)
Accounts payable and accrued expenses .......................................... (5,001) (11,414) (2,626)
--------- --------- ---------
Acquisition of real estate ..................................................... $ 474,653 $ 715,434 $ 207,166
========= ========= =========
</TABLE>
18. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in legal
actions arising from the ownership of its properties. In management's opinion,
the liabilities, if any, that may ultimately result from such legal actions are
not expected to have a materially adverse effect on the consolidated financial
position, operations or liquidity of the Company.
Forty-four properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various times at
appraised fair market value or at a fixed purchase price generally in excess of
the Company's depreciated cost of the asset. The Company has no notice of any
exercise of any tenant purchase option.
The Company has committed to the construction of 20 industrial
properties totaling approximately 2.5 million square feet (unaudited). The
estimated total construction costs are approximately $101,922 (unaudited). These
developments are expected to be funded with cash flow from operations as well as
borrowings under the 1997 Unsecured Acquisition Facility.
At December 31, 1998, the Company had two letters of credit outstanding
in the amounts of $980 and $50. The $980 letter of credit was required under the
original issuance of the 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 June 29, 1999. The $50 letter of credit is pledged to a state
governmental entity for development purposes. It expires on February 28, 2000.
F-31
<PAGE> 89
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
19. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 1999 through March 12, 1999, the Company
acquired or completed development of four industrial properties and one land
parcel for a total estimated investment of approximately $27,982. The Company
also sold seven industrial properties for approximately $12,461 of gross
proceeds.
In March 1999, the Company declared a first quarter dividend of $.60
per share/Unit on its common stock which is payable on April 19, 1999. The
Company also declared a first quarter dividend of $.59375 per share, $54.688 per
share ($.54688 per depositary share), $53.906 per share ($.53906 per depositary
share), $49.687 per share ($.49687 per depositary share) and $49.375 per share
($.49375 per depositary share) on its Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, respectively, which is payable on March 31, 1999.
F-32
<PAGE> 90
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- -------- ---------------------
<S> <C> <C> <C> <C>
Total Revenues .................................................. $ 76,214 $ 87,305 $ 92,339 $ 93,844
Equity In Income of Joint Venture ............................... -- -- -- 45
Income Allocated to Minority Interest ........................... (2,657) (2,186) (2,813) (305)
Disposition of Interest Rate Protection Agreement ............... -- -- -- (8,475)
Income from Operations .......................................... 20,171 22,265 23,015 6,897
Gain on Sales of Properties ..................................... 2,360 16 693 2,280
Income Before Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle .............................. 22,531 22,281 23,708 9,177
Cumulative Effect of Change in Accounting Principle ............ -- (1,976) -- --
Net Income ...................................................... 22,531 20,305 23,708 9,177
Preferred Stock Dividends ....................................... (5,978) (8,210) (8,211) (8,211)
-------- -------- -------- --------
Net Income Available to Common Stockholders ..................... $ 16,553 $ 12,095 $ 15,497 $ 966
======== ======== ======== ========
Earnings Per Share:
Net Income Available to Common Stockholders Before
Extraordinary Loss and Cumulative Effect of Change in
Accounting Principle per Weighted Average Common Share
Outstanding:
Basic ........................... $ .45 $ .38 $ .41 $ .03
======== ======== ======== ========
Diluted ......................... $ .45 $ .37 $ .41 $ .03
======== ======== ======== ========
Net Income Available to Common Stockholders per Weighted
Average Common Share Outstanding:
Basic ........................... $ .45 $ .32 $ .41 $ .03
======== ======== ======== ========
Diluted ......................... $ .45 $ .32 $ .41 $ .03
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
---------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Total Revenues .................................................. $ 46,143 $ 52,648 $ 56,377 $ 68,035
Income Allocated to Minority Interest ........................... (1,356) (594) (1,552) (1,810)
Disposition of Interest Rate Protection Agreement ............... -- 1,430 -- --
Income from Operations .......................................... 11,834 15,927 15,628 17,678
Gain on Sales of Properties ..................................... -- 3,999 187 817
Income Before Extraordinary Loss ................................ 11,834 19,926 15,815 18,495
Extraordinary Loss .............................................. -- (12,563) -- (1,561)
Net Income....................................................... 11,834 7,363 15,815 16,934
Preferred Stock Dividends ....................................... (980) (2,385) (4,245) (4,246)
-------- -------- -------- --------
Net Income Available to Common Stockholders ..................... $ 10,854 4,978 11,570 12,688
======== ======== ======== ========
Earnings Per Share:
Net Income Available to Common Stockholders Before
Extraordinary Loss per Weighted Average Common Share
Outstanding:
Basic ........................... $ .36 $ .58 $ .38 $ .40
======== ======== ======== ========
Diluted ......................... $ .36 $ .58 $ .38 $ .40
======== ======== ======== ========
Net Income Available to Common Stockholders per Weighted
Average Common Share Outstanding:
Basic ........................... $ .36 $ .17 $ .38 $ .36
======== ======== ======== ========
Diluted ......................... $ .36 $ .16 $ .38 $ .35
======== ======== ======== ========
</TABLE>
F-33
<PAGE> 91
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
21. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following Pro Forma Condensed Statements of Operations for the
years ended December 31, 1998 and 1997 (the "Pro Forma Statements") are
presented as if the acquisition of 636 industrial properties between January 1,
1997 and December 31, 1998 had been acquired on either January 1, 1997 or the
lease commencement date if the property was developed and as if the Company's
10% equity interest in the September 1998 Joint Venture had been acquired on
January 1, 1997. In addition, the Pro Forma Statements are prepared as if the
assumption of secured debt, the issuance of the 2007 Notes, the issuance of the
2027 Notes, the issuance of the 2011 Notes, the issuance of the 2005 Notes, the
issuance of the 2006 Notes, the issuance of the 2017 Notes, the issuance of the
2011 Drs., the issuance of the 2028 Notes, the issuance of the Series B
Preferred Stock, the issuance of the Series C Preferred Stock, the issuance of
the Series D Preferred Stock, the Series E Preferred Stock, the September 1997
Equity Offering, the October 1997 Equity Offering and the April 1998 Equity
Offering had occurred on January 1, 1997.
The Pro Forma Statements are not necessarily indicative of what the
Company's results of operations would have been for the years ended December 31,
1998 and 1997, nor do they purport to present the future results of operations
of the Company.
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended
----------------------------
December 31, December 31,
1998 1997
------------ -------------
<S> <C> <C>
Total Revenues ............................................. $ 362,286 $ 340,429
Property Expenses .......................................... (102,587) (93,308)
General and Administrative Expense ......................... (12,983) (6,248)
Interest Expense ........................................... (73,538) (70,669)
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs ............................ (917) (2,812)
Depreciation and Other Amortization ........................ (65,877) (59,504)
Restructuring and Abandoned Pursuit Costs Charge ........... (11,941) --
--------- ---------
Income from Operations Before Equity in Income of Joint
Venture, Income Allocated to Minority Interest, and
Disposition of Interest Rate Protection Agreements ...... 94,443 107,888
Equity in (Loss) Income of Joint Venture ................... (243) 87
Income Allocated to Minority Interest ...................... (9,490) (13,593)
Disposition of Interest Rate Protection Agreements ......... (8,475) 1,430
--------- ---------
Income from Operations ..................................... 76,235 95,812
Gain on Sales of Properties ................................ 5,349 5,003
--------- ---------
Income Before Extraordinary Item ........................... 81,584 100,815
Preferred Stock Dividends .................................. (32,847) (32,847)
--------- ---------
Income Before Extraordinary Loss and Cumulative Effect
of Change in Accounting Principle Available to
Common Stockholders ..................................... $ 48,737 $ 67,968
========= =========
Income Before Extraordinary Item Available to Common
Stockholders Per Weighted Average Common Share
Outstanding:
Basic ......................... $ 1.29 $ 1.82
========= =========
Diluted ....................... $ 1.28 $ 1.81
========= =========
</TABLE>
F-34
<PAGE> 92
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
First Industrial Realty Trust, Inc.
Our report on the consolidated financial statements of First Industrial Realty
Trust, Inc. 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 16, 1999
S-1
<PAGE> 93
FIRST INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As Of December 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
(b) COSTS
CAPITALIZED
INITIAL COST SUBSEQUENT TO
LOCATION (a) -------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- ---------------- ------------ ----------------- --------- -------------
ATLANTA
- -------
<C> <C> <C> <C> <C> <C>
4250 River Green Parkway Duluth, GA (d) $ 264 1,522 $ 39
3400 Corporate Parkway Duluth, GA (d) 281 1,621 150
3450 Corporate Parkway Duluth, GA (d) 506 2,904 86
3500 Corporate Parkway Duluth, GA (d) 260 1,500 16
3425 Corporate Parkway Duluth, GA (d) 385 2,212 167
1650 GA Highway 155 Atlanta, GA 788 4,544 190
415 Industrial Park Road Atlanta, GA 544 3,140 69
434 Industrial Park Road Atlanta, GA 234 1,365 91
435 Industrial Park Road Atlanta, GA 281 1,638 64
14101 Industrial Park Boulevard Atlanta, GA 285 1,658 524
801-804 Blacklawn Road Atlanta, GA 361 2,095 167
1665 Dogwood Drive Atlanta, GA 635 3,662 24
1715 Dogwood Drive Atlanta, GA 288 1,675 97
11235 Harland Drive Atlanta, GA 125 739 30
700 Westlake Parkway Atlanta, GA 213 1,551 523
800 Westlake Parkway Atlanta, GA 450 2,645 460
4050 Southmeadow Parkway Atlanta, GA 401 2,813 162
4051 Southmeadow Parkway Atlanta, GA 697 3,486 843
4071 Southmeadow Parkway Atlanta, GA 750 4,460 722
4081 Southmeadow Parkway Atlanta, GA 1,012 5,450 617
1875 Rockdale Industrial Blvd. Atlanta, GA 386 2,264 201
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 963
370 Great Southwest Parkway (p) Atlanta, GA 527 2,984 352
3495 Bankhead Highway (p) Atlanta, GA 983 5,568 297
955 Cobb Place Kennesaw, GA 780 4,420 170
6105 Boatrock Blvd Atlanta, GA 89 504 24
1640 Sands Place Marietta, GA 162 920 39
7000 Highland Parkway Smyrna, GA 761 4,213 83
2084 Lake Industrial Court Conyers, GA 662 - 4,547
BALTIMORE
- ---------
3431 Benson Baltimore, MD 553 3,062 96
1801 Portal Baltimore, MD 251 1,387 149
1811 Portal Baltimore, MD 327 1,811 190
1831 Portal Baltimore, MD 268 1,486 155
1821 Portal Baltimore, MD 430 2,380 507
1820 Portal Baltimore, MD (k) 884 4,891 151
6615 Tributary Baltimore, MD 420 2,327 97
7340 Executive Frederick, MD 936 5,182 161
4845 Governers Way Frederick, MD 810 4,487 113
8900 Yellow Brick Road Baltimore, MD 447 2,473 201
7476 New Ridge Hanover, MD 394 2,182 65
BATON ROUGE
- -----------
11200 Industriplex Blvd. Baton Rouge, LA 463 2,624 87
11441 Industriplex Blvd. Baton Rouge, LA 331 1,874 191
11301 Industriplex Blvd. Baton Rouge, LA 265 1,499 60
6565 Exchequer Drive Baton Rouge, LA 461 2,614 91
CENTRAL PENNSYLVANIA
- --------------------
1214-B+B102 Freedom Road Cranberry Township, PA 31 994 617
401 Russell Drive Middletown, PA 262 857 1,496
2700 Commerce Drive Harrisburg, PA 196 997 671
2701 Commerce Drive Harrisburg, PA 141 859 1,171
2780 Commerce Drive Harrisburg, PA 113 743 1,033
5035 Ritter Road Harrisburg, PA 360 1,442 2,497
5070 Ritter Road (p) Harrisburg, PA 395 2,322 1,901
6340 Flank Drive Harrisburg, PA 361 2,363 2,523
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- ---- ------------ ----- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
ATLANTA
- -------
4250 River Green Parkway 264 1,561 $ 1,825 $ 168 1988 (v)
3400 Corporate Parkway 281 1,771 2,052 258 1987 (v)
3450 Corporate Parkway 506 2,990 3,496 315 1988 (v)
3500 Corporate Parkway 260 1,516 1,776 161 1991 (v)
3425 Corporate Parkway 385 2,379 2,764 297 1990 (v)
1650 GA Highway 155 788 4,734 5,522 634 1991 (v)
415 Industrial Park Road 544 3,209 3,753 357 1986 (v)
434 Industrial Park Road 234 1,456 1,690 161 1988 (v)
435 Industrial Park Road 281 1,702 1,983 194 1986 (v)
14101 Industrial Park Boulevar 285 2,182 2,467 195 1984 (v)
801-804 Blacklawn Road 361 2,262 2,623 346 1982 (v)
1665 Dogwood Drive 635 3,686 4,321 417 1973 (v)
1715 Dogwood Drive 288 1,772 2,060 253 1973 (v)
11235 Harland Drive 125 769 894 94 1988 (v)
700 Westlake Parkway 223 2,064 2,287 301 1990 (v)
800 Westlake Parkway 479 3,076 3,555 374 1991 (v)
4050 Southmeadow Parkway 425 2,951 3,376 350 1991 (v)
4051 Southmeadow Parkway 726 4,300 5,026 520 1989 (v)
4071 Southmeadow Parkway 828 5,104 5,932 608 1991 (v)
4081 Southmeadow Parkway 1,157 5,922 7,079 703 1989 (v)
1875 Rockdale Industrial Blvd. 386 2,465 2,851 258 1966 (v)
3312 N. Berkeley Lake Road 3,053 17,491 20,544 1,259 1969 (v)
370 Great Southwest Parkway (p 546 3,317 3,863 196 1996 (v)
3495 Bankhead Highway (p) 1,021 5,827 6,848 295 1986 (v)
955 Cobb Place 804 4,566 5,370 152 1991 (v)
6105 Boatrock Blvd 91 526 617 14 1972 (v)
1640 Sands Place 166 955 1,121 28 1977 (v)
7000 Highland Parkway 772 4,285 5,057 89 1998 (v)
2084 Lake Industrial Court 803 4,406 5,209 - 1998 (v)
BALTIMORE
- ---------
3431 Benson 562 3,149 3,711 58 1988 (v)
1801 Portal 271 1,516 1,787 28 1987 (v)
1811 Portal 354 1,974 2,328 37 1987 (v)
1831 Portal 290 1,619 1,909 30 1990 (v)
1821 Portal 467 2,850 3,317 55 1986 (v)
1820 Portal 899 5,027 5,926 94 1982 (v)
6615 Tributary 432 2,412 2,844 45 1987 (v)
7340 Executive 957 5,322 6,279 100 1988 (v)
4845 Governers Way 824 4,586 5,410 86 1988 (v)
8900 Yellow Brick Road 475 2,646 3,121 50 1982 (v)
7476 New Ridge 401 2,240 2,641 42 1987 (v)
BATON ROUGE
- -----------
11200 Industriplex Blvd. 475 2,699 3,174 69 1986 (v)
11441 Industriplex Blvd. 340 2,056 2,396 73 1987 (v)
11301 Industriplex Blvd. 273 1,551 1,824 42 1985 (v)
6565 Exchequer Drive 473 2,693 3,166 73 1986 (v)
CENTRAL PENNSYLVANIA
- --------------------
1214-B+B102 Freedom Road 205 1,437 1,642 498 1982 (v)
401 Russell Drive 287 2,328 2,615 688 1990 (v)
2700 Commerce Drive 206 1,658 1,864 422 1990 (v)
2701 Commerce Drive 164 2,007 2,171 409 1989 (v)
2780 Commerce Drive 209 1,680 1,889 427 1989 (v)
5035 Ritter Road 442 3,857 4,299 1,094 1988 (v)
5070 Ritter Road (p) 506 4,112 4,618 1,067 1989 (v)
6340 Flank Drive 563 4,684 5,247 1,248 1988 (v)
</TABLE>
S-2
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<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>
6345 Flank Drive Harrisburg, PA 293 2,297 2,768
6360 Flank Drive Harrisburg, PA 218 2,286 895
6380 Flank Drive Harrisburg, PA 109 1,317 798
6400 Flank Drive Harrisburg, PA 153 1,312 1,288
6405 Flank Drive Harrisburg, PA 221 1,462 1,256
7125 Grayson Road Harrisburg, PA 1,514 8,779 6
7253 Grayson Road Harrisburg, PA 894 5,168 20
5020 Louise Drive Mechanicsburg, PA (c) 707 - 2,773
7195 Grayson Harrisburg, PA (c) 478 2,771 80
400 First Street Middletown, PA 280 1,839 576
401 First Street Middletown, PA 819 5,381 1,666
500 Industrial Lane Middletown, PA 194 1,272 264
600 Hunter Lane Middletown, PA 191 - 4,393
300 Hunter Lane Middletown, PA 216 - 6,169
Fruehauf Building #6 Middletown, PA - - 6,128
3380 Susquehanna Trail North York, PA 450 2,550 137
495 East Locust Lane York, PA 810 4,590 237
350 Old Silver Spring Road Mechanicsburg, PA 510 2,890 4,073
4500 Westport Drive Mechanicsburg, PA 690 3,910 257
41 Weaver Road Denver, PA 501 14,171 5,228
CHICAGO
- -------
720-730 Landwehr Road Northbrook, IL (d) 521 2,985 9
3170-3190 MacArthur Boulevard Northbrook, IL (d) 370 2,126 236
20W201 101st Street Lemont, IL (d) 967 5,554 432
280-296 Palatine Road Wheeling, IL (d) 305 1,735 251
1330 West 43rd Street Chicago, IL 369 1,464 527
2300 Hammond Drive Schaumburg, IL 442 1,241 525
6500 North Lincoln Avenue Lincolnwood, IL 613 1,336 1,748
3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 503
917 North Shore Drive Lake Bluff, IL 556 3,212 48
6750 South Sayre Avenue Bedford Park, IL 224 1,309 46
585 Slawin Court Mount Prospect, IL 611 3,505 1
2300 Windsor Court Addison, IL 688 3,943 260
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 1,994 601
5310-5352 East Avenue Countryside, IL 382 2,036 544
12330-12358 South Latrobe Alsip, IL 381 2,067 227
480 East 14th St. Chicago Heights, IL 620 3,430 27
305-311 Era Drive Northbrook, IL 200 1,154 144
700-714 Landwehr Road Northbrook, IL 357 2,052 207
4330 South Racine Avenue Chicago, IL 448 1,893 239
13040 S. Crawford Ave. Alsip, IL 1,073 6,193 24
12241 Melrose Street Franklin Park, IL 332 1,931 1,072
3150-3160 MacArthur Boulevard Northbrook, IL (c) 439 2,518 21
2101-2125 Gardner Road Broadview, IL (c) 1,177 6,818 110
365 North Avenue Carol Stream, IL (c) 1,208 6,961 81
2942 MacArthur Boulevard Northbrook, IL (c) 315 1,803 232
7200 S Leamington Bedford Park, IL 798 4,595 642
12301-12325 S Laramie Ave Alsip, IL 650 3,692 424
6300 W Howard Street Niles, IL 743 4,208 328
301 Hintz Wheeling, IL 160 905 71
301 Alice Wheeling, IL 218 1,236 58
410 W 169th Street South Holland, IL 462 2,618 136
1001 Commerce Court Buffalo Grove, IL 615 3,485 122
11939 S Central Avenue Alsip, IL 1,208 6,843 141
405 East Shawmut La Grange, IL 368 2,083 104
2201 Lunt Elk Grove Village, IL 469 2,656 1,325
1010-50 Sesame Street Bensenville, IL (h) 979 5,546 226
5555 West 70th Place Bedford Park, IL 146 829 89
3200-3250 South St. Louis (p) Chicago, IL 110 625 964
3110-3130 South St. Louis Chicago, IL 115 650 64
7301 South Hamlin Chicago, IL 149 846 339
7401 South Pulaski Chicago, IL 664 3,763 655
3900 West 74th Street Chicago, IL 137 778 204
7501 S. Pulaski Chicago, IL 360 2,038 148
396 Fenton Lane West Chicago, IL 202 1,143 41
400 Wegner Drive West Chicago, IL 65 367 31
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
---------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- ---- ------------ ----- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
6345 Flank Drive 587 4,771 5,358 1,239 1989 (v)
6360 Flank Drive 359 3,040 3,399 825 1988 (v)
6380 Flank Drive 234 1,990 2,224 501 1991 (v)
6400 Flank Drive 281 2,472 2,753 649 1992 (v)
6405 Flank Drive 313 2,626 2,939 649 1991 (v)
7125 Grayson Road 1,514 8,785 10,299 1,035 1991 (v)
7253 Grayson Road 894 5,188 6,082 614 1990 (v)
5020 Louise Drive 716 2,764 3,480 326 1995 (v)
7195 Grayson 479 2,850 3,329 290 1994 (v)
400 First Street 192 2,503 2,695 203 1963-1965 (v)
401 First Street 563 7,303 7,866 587 1963-1965 (v)
500 Industrial Lane 133 1,597 1,730 128 1963-1965 (v)
600 Hunter Lane 191 4,393 4,584 183 (m) (v)
300 Hunter Lane 216 6,169 6,385 227 (m) (v)
Fruehauf Building #6 - 6,128 6,128 58 1998 (v)
3380 Susquehanna Trail North 467 2,670 3,137 122 1990 (v)
495 East Locust Lane 838 4,799 5,637 219 1993 (v)
350 Old Silver Spring Road 542 6,931 7,473 166 1968 (v)
4500 Westport Drive 727 4,130 4,857 163 1996 (v)
41 Weaver Road 2,530 17,370 19,900 440 1974 (v)
CHICAGO
- -------
720-730 Landwehr Road 521 2,994 3,515 337 1978 (v)
3170-3190 MacArthur Boulevard 370 2,362 2,732 280 1978 (v)
20W201 101st Street 968 5,985 6,953 829 1988 (v)
280-296 Palatine Road 310 1,981 2,291 199 1978 (v)
1330 West 43rd Street 375 1,985 2,360 1,144 1977 (v)
2300 Hammond Drive 444 1,764 2,208 1,197 1970 (v)
6500 North Lincoln Avenue 625 3,072 3,697 1,137 1965/88 (v)
3600 West Pratt Avenue 1,050 6,270 7,320 741 1953/88 (v)
917 North Shore Drive 556 3,260 3,816 385 1974 (v)
6750 South Sayre Avenue 224 1,355 1,579 162 1975 (v)
585 Slawin Court 611 3,506 4,117 394 1992 (v)
2300 Windsor Court 688 4,203 4,891 660 1986 (v)
3505 Thayer Court 430 2,489 2,919 285 1989 (v)
3600 Thayer Court 636 3,823 4,459 452 1989 (v)
736-776 Industrial Drive 349 2,595 2,944 355 1975 (v)
5310-5352 East Avenue 382 2,580 2,962 339 1975 (v)
12330-12358 South Latrobe 381 2,294 2,675 290 1975 (v)
480 East 14th St. 620 3,457 4,077 65 1958 (v)
305-311 Era Drive 205 1,293 1,498 164 1978 (v)
700-714 Landwehr Road 357 2,259 2,616 265 1978 (v)
4330 South Racine Avenue 468 2,112 2,580 1,277 1978 (v)
13040 S. Crawford Ave. 1,073 6,217 7,290 674 1976 (v)
12241 Melrose Street 469 2,866 3,335 324 1969 (v)
3150-3160 MacArthur Boulevard 429 2,549 2,978 288 1978 (v)
2101-2125 Gardner Road 1,228 6,877 8,105 744 1950/69 (v)
365 North Avenue 1,208 7,042 8,250 749 1969 (v)
2942 MacArthur Boulevard 311 2,039 2,350 215 1979 (v)
7200 S Leamington 818 5,217 6,035 377 1950 (v)
12301-12325 S Laramie Ave 659 4,107 4,766 311 1975 (v)
6300 W Howard Street 782 4,497 5,279 341 1956/1964 (v)
301 Hintz 167 969 1,136 72 1960 (v)
301 Alice 225 1,287 1,512 96 1965 (v)
410 W 169th Street 476 2,740 3,216 193 1974 (v)
1001 Commerce Court 626 3,596 4,222 168 1989 (v)
11939 S Central Avenue 1,224 6,968 8,192 294 1972 (v)
405 East Shawmut 379 2,176 2,555 86 1965 (v)
2201 Lunt 560 3,890 4,450 136 1963 (v)
1010-50 Sesame Street 1,003 5,748 6,751 179 1976 (v)
5555 West 70th Place 157 907 1,064 28 1973 (v)
3200-3250 South St. Louis (p) 116 1,583 1,699 55 1968 (v)
3110-3130 South St. Louis 120 709 829 22 1968 (v)
7301 South Hamlin 154 1,180 1,334 35 1975 (v)
7401 South Pulaski 685 4,397 5,082 142 1975 (v)
3900 West 74th Street 142 977 1,119 39 1975 (v)
7501 S. Pulaski 326 2,220 2,546 64 1975 (v)
396 Fenton Lane 205 1,181 1,386 30 1987 (v)
400 Wegner Drive 67 396 463 11 1988 (v)
</TABLE>
S-3
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<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>
450 Fenton Lane West Chicago, IL 195 1,106 31
1275 Roosevelt Road West Chicago, IL 372 2,110 52
385 Fenton Lane West Chicago, IL 868 4,918 106
505 Wegner Drive West Chicago, IL 91 514 22
335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 346
10435 Seymour Avenue Franklin Park, IL 181 1,024 78
905 Paramount Batavia, IL 243 1,375 244
1005 Paramount Batavia, IL 282 1,600 445
34-45 Lake Street Northlake, IL 440 2,491 124
2120-24 Roberts Broadview, IL 220 1,248 62
4309 South Morgan Street Chicago, IL 750 4,150 222
405-17 University Drive Arlington Hgts, IL 265 1,468 66
CINCINNATI
- ----------
9900-9970 Princeton Cincinnati, OH (e) 545 3,088 863
2940 Highland Avenue Cincinnati, OH (e) 1,717 9,730 761
4700-4750 Creek Road Cincinnati, OH (e) 1,080 6,118 316
4860 Duff Drive Cincinnati, OH 67 378 13
4866 Duff Drive Cincinnati, OH 67 379 10
4884 Duff Drive Cincinnati, OH 104 591 17
4890 Duff Drive Cincinnati, OH 104 592 21
9636-9643 Interocean Drive Cincinnati, OH 123 695 75
7600 Empire Drive Florence, KY 900 5,100 120
12072 Best Place Springboro, OH 426 - 3,104
901 Pleasant Valley Drive Springboro, OH 304 1,721 149
CLEVELAND
- ---------
6675 Parkland Blvd Cleveland, OH 548 3,103 172
21510-21600 Alexander Road (q) Oakwood, OH 509 2,883 156
5405 & 5505 Valley Belt Road (p) Independence, OH 371 2,101 200
10145 Philipp Parkway Streetsboro, OH 334 1,891 59
4410 Hamann Willoughby, OH 138 782 82
COLUMBUS
- --------
6911 Americana Parkway Columbus, OH 314 1,777 127
3800 Lockbourne Industrial Parkway Columbus, OH 1,133 6,421 43
3880 Groveport Road Columbus, OH 2,145 12,154 445
1819 North Walcutt Road Columbus, OH 810 4,590 185
4300 Cemetery Road Hilliard, OH 1,103 6,248 215
4115 Leap Road (p) Hilliard, OH 758 4,297 104
3300 Lockbourne Columbus, OH 708 3,920 55
DALLAS
- ------
1275-1281 Roundtable Drive Dallas, TX 148 839 84
2406-2416 Walnut Ridge Dallas, TX 178 1,006 44
12750 Perimiter Drive Dallas, TX 638 3,618 160
1324-1343 Roundtable Drive Dallas, TX 178 1,006 47
1405-1409 Avenue II East Grand Prairie, TX 118 671 110
2651-2677 Manana Dallas, TX 266 1,510 71
2401-2419 Walnut Ridge Dallas, TX 148 839 38
4248-4252 Simonton Farmers Ranch, TX 888 5,032 233
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 62
2179 Shiloh Road Garland, TX 251 1,424 41
2159 Shiloh Road Garland, TX 108 610 19
2701 Shiloh Road Garland, TX 818 4,636 742
12784 Perimeter Drive (q) Dallas, TX 350 1,986 96
3000 West Commerce Dallas, TX 456 2,584 116
3030 Hansboro Dallas, TX 266 1,510 86
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 56
1017-25 Jacksboro Highway Fort Worth, TX 97 537 40
7341 Dogwwod Park Richland Hills, TX 79 435 33
7427 Dogwwod Park Richland Hills, TX 96 532 40
7348-54 Tower Street Richland Hills, TX 88 489 37
7370 Dogwwod Park Richland Hills, TX (o) 91 503 37
7339-41 Tower Street Richland Hills, TX 98 541 39
7437-45 Tower Street Richland Hills, TX 102 563 41
7331-59 Airport Freeway Richland Hills, TX 354 1,958 126
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- ---- ------------ ----- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
450 Fenton Lane 198 1,134 1,332 28 1990 (v)
1275 Roosevelt Road 377 2,157 2,534 53 1986 (v)
385 Fenton Lane 878 5,014 5,892 124 1990 (v)
505 Wegner Drive 93 534 627 13 1988 (v)
335 Crossroad Parkway 1,587 9,159 10,746 225 1996 (v)
10435 Seymour Avenue 189 1,094 1,283 27 1967 (v)
905 Paramount 250 1,612 1,862 36 1977 (v)
1005 Paramount 291 2,036 2,327 42 1978 (v)
34-45 Lake Street 452 2,603 3,055 64 1978 (v)
2120-24 Roberts 227 1,303 1,530 33 1960 (v)
4309 South Morgan Street 778 4,344 5,122 90 1975 (v)
405-17 University Drive 266 1,533 1,799 25 1977 (v)
CINCINNATI
- ----------
9900-9970 Princeton 566 3,930 4,496 276 1970 (v)
2940 Highland Avenue 1,772 10,436 12,208 780 1969/1974 (v)
4700-4750 Creek Road 1,109 6,405 7,514 450 1960 (v)
4860 Duff Drive 68 390 458 21 1979 (v)
4866 Duff Drive 68 388 456 20 1979 (v)
4884 Duff Drive 107 605 712 31 1979 (v)
4890 Duff Drive 107 610 717 33 1979 (v)
9636-9643 Interocean Drive 125 768 893 44 1983 (v)
7600 Empire Drive 915 5,205 6,120 173 1964 (v)
12072 Best Place 443 3,087 3,530 34 1984 (v)
901 Pleasant Valley Drive 313 1,861 2,174 42 1984 (v)
CLEVELAND
- ---------
6675 Parkland Blvd 571 3,252 3,823 182 1991 (v)
21510-21600 Alexander Road (q) 526 3,022 3,548 101 1985 (v)
5405 & 5505 Valley Belt Road (p) 385 2,287 2,672 79 1983 (v)
10145 Philipp Parkway 342 1,942 2,284 61 1994 (v)
4410 Hamann 154 848 1,002 26 1975 (v)
COLUMBUS
- --------
6911 Americana Parkway 321 1,897 2,218 139 1980 (v)
3800 Lockbourne Industrial Parkway 1,130 6,467 7,597 379 1986 (v)
3880 Groveport Road 2,165 12,579 14,744 720 1986 (v)
1819 North Walcutt Road 830 4,755 5,585 206 1973 (v)
4300 Cemetery Road 1,160 6,406 7,566 172 1968 (v)
4115 Leap Road (p) 772 4,387 5,159 83 1977 (v)
3300 Lockbourne 709 3,974 4,683 74 1964 (v)
DALLAS
- ------
1275-1281 Roundtable Drive 153 918 1,071 24 1966 (v)
2406-2416 Walnut Ridge 183 1,045 1,228 28 1978 (v)
12750 Perimiter Drive 660 3,756 4,416 101 1979 (v)
1324-1343 Roundtable Drive 184 1,047 1,231 28 1972 (v)
1405-1409 Avenue II East 123 776 899 19 1969 (v)
2651-2677 Manana 275 1,572 1,847 43 1966 (v)
2401-2419 Walnut Ridge 153 872 1,025 24 1978 (v)
4248-4252 Simonton 920 5,233 6,153 141 1973 (v)
900-906 Great Southwest Pkwy 245 1,396 1,641 38 1972 (v)
2179 Shiloh Road 256 1,460 1,716 39 1982 (v)
2159 Shiloh Road 110 627 737 17 1982 (v)
2701 Shiloh Road 923 5,273 6,196 144 1981 (v)
12784 Perimeter Drive (q) 360 2,072 2,432 56 1981 (v)
3000 West Commerce 469 2,687 3,156 72 1980 (v)
3030 Hansboro 276 1,586 1,862 43 1971 (v)
5222 Cockrell Hill 306 1,746 2,052 47 1973 (v)
405-407 113th 185 1,055 1,240 28 1969 (v)
816 111th Street 258 1,470 1,728 40 1972 (v)
1017-25 Jacksboro Highway 103 571 674 2 1970 (v)
7341 Dogwwod Park 84 463 547 2 1973 (v)
7427 Dogwwod Park 102 566 668 2 1973 (v)
7348-54 Tower Street 94 520 614 2 1978 (v)
7370 Dogwwod Park 96 535 631 2 1987 (v)
7339-41 Tower Street 104 574 678 2 1980 (v)
7437-45 Tower Street 108 598 706 2 1977 (v)
7331-59 Airport Freeway 372 2,066 2,438 9 1987 (v)
</TABLE>
S-4
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<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>
7338-60 Dogwwod Park Richland Hills, TX 106 587 43
7450-70 Dogwwod Park Richland Hills, TX (o) 106 584 42
7423-49 Airport Freeway Richland Hills, TX (o) 293 1,621 148
7400 Whitehall Street Richland Hills, TX 109 603 43
DAYTON
- ------
6094-6104 Executive Blvd Dayton, OH 181 1,025 75
6202-6220 Executive Blvd Dayton, OH 268 1,521 99
6268-6294 Executive Blvd Dayton, OH 255 1,444 106
5749-5753 Executive Blvd Dayton, OH 50 282 81
6230-6266 Executive Blvd Dayton, OH 271 1,534 131
2200-2224 Sandridge Road Moriane, OH 218 1,233 103
8119-8137 Uehling Lane Dayton, OH 103 572 10
DENVER
- ------
7100 North Broadway - 1 Denver, CO 201 1,141 198
7100 North Broadway - 2 Denver, CO 203 1,150 112
7100 North Broadway - 3 Denver, CO 139 787 41
7100 North Broadway - 5 Denver, CO 180 1,018 65
7100 North Broadway - 6 Denver, CO 269 1,526 64
10691 East Bethany Drive Aurora, CO 186 1,054 32
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 295
15700-15820 West 6th Avenue Golden, CO 333 1,887 44
12850-15884 West 6th Avenue Golden, CO 201 1,139 24
5454 Washington Denver, CO 154 873 38
5801 West 6th Avenue Lakewood, CO 74 418 (4)
5805 West 6th Avenue Lakewood, CO 97 549 39
5815 West 6th Avenue Lakewood, CO 99 560 9
5825 West 6th Avenue Lakewood, CO 99 559 10
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 25
605 East 70th Street Denver, CO 192 1,089 28
625 East 70th Street Denver, CO 136 768 20
665 East 70th Street Denver, CO 136 768 28
700 West 48th Street Denver, CO 302 1,711 78
702 West 48th Street Denver, CO 135 763 88
800 East 73rd Denver, CO 225 1,273 16
850 East 73rd Denver, CO 177 1,005 12
6425 North Washington Denver, CO 374 2,118 48
3370 North Peoria Street Aurora, CO 163 924 144
3390 North Peoria Street Aurora, CO 145 822 25
3508-3538 North Peoria Street Aurora, CO 260 1,472 58
3568 North Peoria Street Aurora, CO 222 1,260 56
3350 Peoria Aurora, CO 215 1,216 174
4785 Elati Denver, CO 173 981 20
4770 Fox Street Denver, CO 132 750 17
1550 W. Evans Denver, CO 388 2,200 66
12401-41 East 37th Ave Denver, CO 129 732 21
3751-71 Revere Street Denver, CO 262 1,486 43
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 18
5855 Stapleton Drive North Denver, CO 288 1,630 29
5885 Stapleton Drive North Denver, CO 376 2,129 48
5200-5280 North Broadway Denver, CO 169 960 92
5977-5995 North Broadway Denver, CO 268 1,518 39
2952-5978 North Broadway Denver, CO 414 2,346 72
6400 North Broadway Denver, CO 318 1,804 55
875 Parfer Street Lakewood, CO 288 1,633 39
4721 Ironton Street Denver, CO 232 1,313 37
833 Parfer Street Lakewood, CO 196 1,112 31
11005 West 8th Avenue Lakewood, CO 102 580 15
7100 North Broadway - 7 Denver, CO 215 1,221 108
7100 North Broadway - 8 Denver, CO 79 448 35
6804 East 48th Avenue Denver, CO 253 1,435 29
445 Bryant Street Denver, CO 1,831 10,219 46
East 47th Drive - A Denver, CO 474 2,689 397
Centenial Airport Business Pk. Denver, CO 640 3,629 124
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
----------------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- ---- ------------ ----- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
7338-60 Dogwwod Park 112 624 736 3 1978 (v)
7450-70 Dogwwod Park 112 620 732 3 1985 (v)
7423-49 Airport Freeway 308 1,754 2,062 7 1985 (v)
7400 Whitehall Street 115 640 755 3 1994 (v)
DAYTON
- ------
6094-6104 Executive Blvd 187 1,094 1,281 70 1975 (v)
6202-6220 Executive Blvd 275 1,613 1,888 104 1976 (v)
6268-6294 Executive Blvd 262 1,543 1,805 99 1989 (v)
5749-5753 Executive Blvd 53 360 413 27 1975 (v)
6230-6266 Executive Blvd 281 1,655 1,936 98 1979 (v)
2200-2224 Sandridge Road 226 1,328 1,554 62 1983 (v)
8119-8137 Uehling Lane 105 580 685 4 1978 (v)
DENVER
- ------
7100 North Broadway - 1 215 1,325 1,540 46 1978 (v)
7100 North Broadway - 2 204 1,261 1,465 37 1978 (v)
7100 North Broadway - 3 140 827 967 27 1978 (v)
7100 North Broadway - 5 178 1,085 1,263 46 1978 (v)
7100 North Broadway - 6 271 1,588 1,859 53 1978 (v)
10691 East Bethany Drive 188 1,084 1,272 33 1979 (v)
20100 East 32nd Avenue Parkway 337 2,179 2,516 116 1997 (v)
15700-15820 West 6th Avenue 337 1,927 2,264 60 1978 (v)
12850-15884 West 6th Avenue 206 1,158 1,364 37 1978 (v)
5454 Washington 156 909 1,065 31 1985 (v)
5801 West 6th Avenue 72 416 488 13 1980 (v)
5805 West 6th Avenue 99 586 685 18 1980 (v)
5815 West 6th Avenue 99 569 668 18 1980 (v)
5825 West 6th Avenue 99 569 668 18 1980 (v)
5835 West 6th Avenue 98 562 660 17 1980 (v)
525 East 70th Street 69 391 460 12 1985 (v)
565 East 70th Street 171 983 1,154 31 1985 (v)
605 East 70th Street 194 1,115 1,309 36 1985 (v)
625 East 70th Street 137 787 924 25 1985 (v)
665 East 70th Street 137 795 932 24 1985 (v)
700 West 48th Street 307 1,784 2,091 55 1984 (v)
702 West 48th Street 139 847 986 37 1984 (v)
800 East 73rd 224 1,290 1,514 34 1984 (v)
850 East 73rd 177 1,017 1,194 26 1984 (v)
6425 North Washington 383 2,157 2,540 54 1983 (v)
3370 North Peoria Street 163 1,068 1,231 31 1978 (v)
3390 North Peoria Street 147 845 992 27 1978 (v)
3508-3538 North Peoria Street 264 1,526 1,790 51 1978 (v)
3568 North Peoria Street 225 1,313 1,538 49 1978 (v)
3350 Peoria 217 1,388 1,605 41 1978 (v)
4785 Elati 175 999 1,174 31 1972 (v)
4770 Fox Street 134 765 899 24 1972 (v)
1550 W. Evans 395 2,259 2,654 71 1975 (v)
12401-41 East 37th Ave 131 751 882 24 1980 (v)
3751-71 Revere Street 267 1,524 1,791 47 1980 (v)
3871 Revere 368 2,098 2,466 65 1980 (v)
5454 Havana Street 207 1,178 1,385 37 1980 (v)
5500 Havana Street 169 964 1,133 30 1980 (v)
4570 Ivy Street 221 1,255 1,476 39 1985 (v)
5855 Stapleton Drive North 290 1,657 1,947 52 1985 (v)
5885 Stapleton Drive North 381 2,172 2,553 68 1985 (v)
5200-5280 North Broadway 171 1,050 1,221 33 1977 (v)
5977-5995 North Broadway 271 1,554 1,825 49 1978 (v)
2952-5978 North Broadway 422 2,410 2,832 75 1978 (v)
6400 North Broadway 325 1,852 2,177 58 1982 (v)
875 Parfer Street 293 1,667 1,960 52 1975 (v)
4721 Ironton Street 236 1,346 1,582 42 1969 (v)
833 Parfer Street 199 1,140 1,339 35 1974 (v)
11005 West 8th Avenue 104 593 697 18 1974 (v)
7100 North Broadway - 7 217 1,327 1,544 41 1985 (v)
7100 North Broadway - 8 80 482 562 15 1985 (v)
6804 East 48th Avenue 256 1,461 1,717 46 1973 (v)
445 Bryant Street 1,829 10,267 12,096 152 1960 (v)
East 47th Drive - A 509 3,051 3,560 97 1997 (v)
Centenial Airport Business Pk. 642 3,751 4,393 147 1997 (v)
</TABLE>
S-5
<PAGE> 97
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO ------------------------------
LOCATION (a) ------------------ ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9500 West 49th Street - A Wheatridge, CO 432 2,448 19 434 2,465 2,899
9500 West 49th Street - B Wheatridge, CO 235 1,330 (52) 226 1,287 1,513
9500 West 49th Street - C Wheatridge, CO 602 3,409 17 600 3,428 4,028
9500 West 49th Street - D Wheatridge, CO 271 1,537 (156) 246 1,406 1,652
8100 South Park Way - A Littleton, CO 442 2,507 213 428 2,734 3,162
8100 South Park Way - B Littleton, CO 103 582 137 104 718 822
8100 South Park Way - C Littleton, CO 568 3,219 59 575 3,271 3,846
451-591 East 124th Avenue Littleton, CO 386 2,188 41 391 2,224 2,615
14100 East Jewell Aurora, CO 395 2,240 90 401 2,324 2,725
14190 East Jewell Aurora, CO 199 1,126 48 201 1,172 1,373
608 Garrison Street Lakewood, CO 265 1,501 56 267 1,555 1,822
610 Garrison Street Lakewood, CO 264 1,494 74 265 1,567 1,832
1111 West Evans (A&C) Denver, CO 233 1,321 31 236 1,349 1,585
1111 West Evans (B) Denver, CO 30 169 3 30 172 202
15000 West 6th Avenue Golden, CO 913 5,174 122 917 5,292 6,209
14998 West 6th Avenue Bldg E Golden, CO 565 3,199 73 568 3,269 3,837
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 17 271 1,540 1,811
12503 East Euclid Drive Denver, CO 1,219 6,905 149 1,229 7,044 8,273
6547 South Racine Circle Denver, CO 748 4,241 199 753 4,435 5,188
7800 East Iliff Avenue Denver, CO 196 1,110 29 198 1,137 1,335
2369 South Trenton Way Denver, CO 292 1,656 27 294 1,681 1,975
2370 South Trenton Way Denver, CO 200 1,132 83 201 1,214 1,415
2422 S. Trenton Way Denver, CO 241 1,364 83 243 1,445 1,688
2452 South Trenton Way Denver, CO 421 2,386 50 426 2,431 2,857
651 Topeka Way Denver, CO 194 1,099 24 197 1,120 1,317
680 Atchinson Way Denver, CO 194 1,099 24 197 1,120 1,317
8122 South Park Lane - A Littleton, CO 394 2,232 157 398 2,385 2,783
8122 South Park Lane - B Littleton, CO 186 1,054 38 188 1,090 1,278
1600 South Abilene Aurora, CO 465 2,633 72 470 2,700 3,170
1620 South Abilene Aurora, CO 268 1,520 52 270 1,570 1,840
1640 South Abilene Aurora, CO 368 2,085 75 371 2,157 2,528
13900 East Florida Ave Aurora, CO 189 1,071 36 190 1,106 1,296
4301 South Federal Boulevard Englewood, CO 237 1,341 58 239 1,397 1,636
14401-14492 East 33rd Place Aurora, CO 445 2,519 194 453 2,705 3,158
11701 East 53rd Avenue Denver, CO 416 2,355 56 422 2,405 2,827
5401 Oswego Street Denver, CO 273 1,547 101 278 1,643 1,921
3811 Joliet Denver, CO 735 4,166 92 746 4,247 4,993
2630 West 2nd Avenue Denver, CO 53 299 4 53 303 356
2650 West 2nd Avenue Denver, CO 221 1,252 26 223 1,276 1,499
14818 West 6th Avenue Bldg A Golden, CO 494 2,799 68 490 2,871 3,361
14828 West 6th Avenue Bldg B Golden, CO 519 2,942 152 523 3,090 3,613
12055 E. 49th Ave/4955 Peoria Denver, CO 298 73 302 1,757 2,059
4940-4950 Paris Denver, CO 152 861 33 154 892 1,046
4970 Paris Denver, CO 95 537 12 96 548 644
5010 Paril Denver, CO 89 505 13 91 516 607
7367 South Revere Parkway Englewood, CO 926 5,124 158 934 5,274 6,208
DES MOINES
- ----------
1550 East Washington Avenue Des Moines, IA 610 4,251 771 623 5,009 5,632
1600 East Washington Avenue Des Moines, IA 209 1,557 165 221 1,710 1,931
4121 McDonald Avenue Des Moines, IA 390 2,931 303 416 3,208 3,624
4141 McDonald Avenue Des Moines, IA 706 5,518 647 787 6,084 6,871
4161 McDonald Avenue Des Moines, IA 389 3,046 648 467 3,616 4,083
5701 NE 17th Street Des Moines, IA 162 918 130 175 1,035 1,210
3100 Justin Des Moines, IA 139 772 11 140 782 922
3101 104th St. Des Moines, IA 142 788 10 143 797 940
3051 104th St. Des Moines, IA 70 388 30 70 418 488
2250 Delaware Ave. Des Moines, IA 291 1,609 144 293 1,751 2,044
DETROIT
- -------
2654 Elliott Troy, MI (d) 57 334 82 57 416 473
1731 Thorncroft Troy, MI (d) 331 1,904 25 331 1,929 2,260
1653 E. Maple Troy, MI (d) 192 1,104 102 192 1,206 1,398
47461 Clipper Plymouth, MI (d) 122 723 105 122 828 950
47522 Galleon Plymouth, MI (d) 85 496 10 85 506 591
4150 Varsity Drive Ann Arbor, MI (d) 168 969 11 168 980 1,148
1330 Crooks Road Clawson, MI (d) 234 1,348 15 234 1,363 1,597
12000 Merriman Road Livonia, MI 453 3,651 1,417 440 5,081 5,521
238 Executive Drive Troy, MI 52 173 428 100 553 653
256 Executive Drive Troy, MI 44 146 409 85 514 599
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
9500 West 49th Street - A 77 1997 (v)
9500 West 49th Street - B 42 1997 (v)
9500 West 49th Street - C 115 1997 (v)
9500 West 49th Street - D 49 1997 (v)
8100 South Park Way - A 99 1997 (v)
8100 South Park Way - B 47 1984 (v)
8100 South Park Way - C 102 1984 (v)
451-591 East 124th Avenue 69 1979 (v)
14100 East Jewell 72 1980 (v)
14190 East Jewell 36 1980 (v)
608 Garrison Street 50 1984 (v)
610 Garrison Street 50 1984 (v)
1111 West Evans (A&C) 42 1986 (v)
1111 West Evans (B) 5 1986 (v)
15000 West 6th Avenue 169 1985 (v)
14998 West 6th Avenue Bldg E 105 1995 (v)
14998 West 6th Avenue Bldg F 48 1995 (v)
12503 East Euclid Drive 220 1986 (v)
6547 South Racine Circle 148 1996 (v)
7800 East Iliff Avenue 36 1983 (v)
2369 South Trenton Way 53 1983 (v)
2370 South Trenton Way 40 1983 (v)
2422 S. Trenton Way 44 1983 (v)
2452 South Trenton Way 76 1983 (v)
651 Topeka Way 28 1985 (v)
680 Atchinson Way 28 1985 (v)
8122 South Park Lane - A 73 1986 (v)
8122 South Park Lane - B 34 1986 (v)
1600 South Abilene 84 1986 (v)
1620 South Abilene 49 1986 (v)
1640 South Abilene 66 1986 (v)
13900 East Florida Ave 34 1986 (v)
4301 South Federal Boulevard 46 1997 (v)
14401-14492 East 33rd Place 84 1979 (v)
11701 East 53rd Avenue 75 1985 (v)
5401 Oswego Street 53 1985 (v)
3811 Joliet 1 1977 (v)
2630 West 2nd Avenue 9 1970 (v)
2650 West 2nd Avenue 40 1970 (v)
14818 West 6th Avenue Bldg A 95 1985 (v)
14828 West 6th Avenue Bldg B 102 1985 (v)
12055 E. 49th Ave/4955 Peoria 44 1984 (v)
4940-4950 Paris 22 1984 (v)
4970 Paris 14 1984 (v)
5010 Paril 13 1984 (v)
7367 South Revere Parkway 108 1997 (v)
DES MOINES
- ----------
1550 East Washington Avenue 717 1987 (v)
1600 East Washington Avenue 204 1987 (v)
4121 McDonald Avenue 382 1977 (v)
4141 McDonald Avenue 723 1976 (v)
4161 McDonald Avenue 514 1979 (v)
5701 NE 17th Street 38 1968 (v)
3100 Justin 15 1970 (v)
3101 104th St. 15 1970 (v)
3051 104th St. 8 1993 (v)
2250 Delaware Ave. 24 1975 (v)
DETROIT
- -------
2654 Elliott 47 1986 (v)
1731 Thorncroft 208 1969 (v)
1653 E. Maple 160 1990 (v)
47461 Clipper 159 1992 (v)
47522 Galleon 55 1990 (v)
4150 Varsity Drive 106 1986 (v)
1330 Crooks Road 149 1960 (v)
12000 Merriman Road 2,708 1975 (v)
238 Executive Drive 264 1973 (v)
256 Executive Drive 212 1974 (v)
</TABLE>
S-6
<PAGE> 98
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO ------------------------------
LOCATION (a) ------------------ ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
301 Executive Drive Troy, MI 71 293 521 133 752 885
449 Executive Drive Troy, MI 125 425 836 218 1,168 1,386
501 Executive Drive Troy, MI 71 236 586 129 764 893
645 Executive Drive Troy, MI 184 940 360 234 1,250 1,484
451 Robbins Drive Troy, MI 96 448 966 192 1,318 1,510
700 Stephenson Highway Troy, MI 250 854 1,361 386 2,079 2,465
800 Stephenson Highway Troy, MI 558 2,341 2,174 654 4,419 5,073
1150 Stephenson Highway Troy, MI 178 966 316 200 1,260 1,460
1200 Stephenson Highway Troy, MI 246 1,115 631 284 1,708 1,992
1035 Crooks Road Troy, MI 114 414 544 143 929 1,072
1095 Crooks Road Troy, MI 331 1,017 948 360 1,936 2,296
1416 Meijer Drive Troy, MI 94 394 390 121 757 878
1624 Meijer Drive Troy, MI 236 1,406 801 373 2,070 2,443
1972 Meijer Drive Troy, MI 315 1,301 726 372 1,970 2,342
2112 Meijer Drive Troy, MI 141 714 609 229 1,235 1,464
1621 Northwood Drive Troy, MI 85 351 1,042 215 1,263 1,478
1707 Northwood Drive Troy, MI 95 262 1,157 239 1,275 1,514
1749 Northwood Drive Troy, MI 107 477 466 164 886 1,050
1788 Northwood Drive Troy, MI 50 196 462 103 605 708
1821 Northwood Drive Troy, MI 132 523 746 220 1,181 1,401
1826 Northwood Drive Troy, MI 55 208 396 103 556 659
1864 Northwood Drive Troy, MI 57 190 442 107 582 689
1902 Northwood Drive Troy, MI 234 807 2,164 511 2,694 3,205
1921 Northwood Drive Troy, MI 135 589 1,165 291 1,598 1,889
2230 Elliott Avenue Troy, MI 46 174 419 95 544 639
2237 Elliott Avenue Troy, MI 48 159 419 90 536 626
2277 Elliott Avenue Troy, MI 48 188 438 104 570 674
2291 Elliott Avenue Troy, MI 52 209 342 86 517 603
2451 Elliott Avenue Troy, MI 78 319 840 164 1,073 1,237
2730 Research Drive Rochester Hills, MI 915 4,215 550 903 4,777 5,680
2791 Research Drive Rochester Hills, MI 557 2,731 296 560 3,024 3,584
2871 Research Drive Rochester Hills, MI 324 1,487 270 327 1,754 2,081
2911 Research Drive Rochester Hills, MI 505 2,136 382 504 2,519 3,023
3011 Research Drive Rochester Hills, MI 457 2,104 325 457 2,429 2,886
2870 Technology Drive Rochester Hills, MI 275 1,262 235 279 1,493 1,772
2890 Technology Drive Rochester Hills, MI 199 902 208 206 1,103 1,309
2900 Technology Drive Rochester Hills, MI 214 977 494 219 1,466 1,685
2920 Technology Drive Rochester Hills, MI 149 671 156 153 823 976
2930 Technology Drive Rochester Hills, MI 131 594 383 138 970 1,108
2950 Technology Drive Rochester Hills, MI 178 819 258 185 1,070 1,255
2960 Technology Drive Rochester Hills, MI 281 1,277 243 283 1,518 1,801
23014 Commerce Drive Farmington Hills, MI 39 203 125 56 311 367
23028 Commerce Drive Farmington Hills, MI 98 507 357 125 837 962
23035 Commerce Drive Farmington Hills, MI 71 355 179 93 512 605
23042 Commerce Drive Farmintgon Hills, MI 67 277 330 89 585 674
23065 Commerce Drive Farmington Hills, MI 71 408 143 93 529 622
23070 Commerce Drive Farmington Hills, MI 112 442 660 125 1,089 1,214
23079 Commerce Drive Farmington Hills, MI 68 301 181 79 471 550
23093 Commerce Drive Farmington Hills, MI 211 1,024 762 295 1,702 1,997
23135 Commerce Drive Farmington Hills, MI 146 701 229 158 918 1,076
23149 Commerce Drive Farmington Hills, MI 266 1,005 464 274 1,461 1,735
23163 Commerce Drive Farmington Hills, MI 111 513 243 138 729 867
23177 Commerce Drive Farmington Hills, MI 175 1,007 515 254 1,443 1,697
23206 Commerce Drive Farmington Hills, MI 125 531 627 137 1,146 1,283
23290 Commerce Drive Farmington Hills, MI 124 707 643 210 1,264 1,474
23370 Commerce Drive Farmington Hills, MI 59 233 165 66 391 457
24492 Indoplex Circle Farmington Hills, MI 67 370 724 175 986 1,161
24528 Indoplex Circle Farmington Hills, MI 91 536 1,082 263 1,446 1,709
31800 Plymouth Road - Building 1 Livonia, MI 3,415 19,481 2,400 3,417 21,879 25,296
31800 Plymouth Road - Building 2 Livonia, MI 671 3,860 389 674 4,246 4,920
31800 Plymouth Road - Building 3 Livonia, MI 322 1,869 154 324 2,021 2,345
31800 Plymouth Road - Building 6 Livonia, MI 557 3,207 991 560 4,195 4,755
31800 Plymouth Road - Building 7 Livonia, MI 139 832 10 141 840 981
21477 Bridge Street Southfield, MI 244 1,386 220 253 1,597 1,850
2965 Technology Drive Rochester Hills, MI (c) 964 2,277 123 964 2,400 3,364
1451 Lincoln Avenue Madison, MI (c) 299 1,703 435 305 2,132 2,437
4400 Purks Drive Auburn Hills, MI (c) 602 3,410 2,687 612 6,087 6,699
4177A Varsity Drive Ann Arbor, MI (c) 90 536 78 90 614 704
6515 Cobb Drive Sterling Heights, MI (c) 305 1,753 150 305 1,903 2,208
32450 N Avis Drive Madison Heights, MI 281 1,590 67 286 1,652 1,938
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
301 Executive Drive 338 1974 (v)
449 Executive Drive 531 1975 (v)
501 Executive Drive 244 1984 (v)
645 Executive Drive 646 1972 (v)
451 Robbins Drive 520 1975 (v)
700 Stephenson Highway 854 1978 (v)
800 Stephenson Highway 1,510 1979 (v)
1150 Stephenson Highway 458 1982 (v)
1200 Stephenson Highway 648 1980 (v)
1035 Crooks Road 373 1980 (v)
1095 Crooks Road 708 1986 (v)
1416 Meijer Drive 282 1980 (v)
1624 Meijer Drive 792 1984 (v)
1972 Meijer Drive 702 1985 (v)
2112 Meijer Drive 516 1980 (v)
1621 Northwood Drive 594 1977 (v)
1707 Northwood Drive 484 1983 (v)
1749 Northwood Drive 396 1977 (v)
1788 Northwood Drive 269 1977 (v)
1821 Northwood Drive 531 1977 (v)
1826 Northwood Drive 245 1977 (v)
1864 Northwood Drive 258 1977 (v)
1902 Northwood Drive 1,230 1977 (v)
1921 Northwood Drive 753 1977 (v)
2230 Elliott Avenue 258 1974 (v)
2237 Elliott Avenue 232 1974 (v)
2277 Elliott Avenue 251 1975 (v)
2291 Elliott Avenue 243 1974 (v)
2451 Elliott Avenue 423 1974 (v)
2730 Research Drive 1,679 1988 (v)
2791 Research Drive 1,005 1991 (v)
2871 Research Drive 582 1991 (v)
2911 Research Drive 865 1992 (v)
3011 Research Drive 854 1988 (v)
2870 Technology Drive 518 1988 (v)
2890 Technology Drive 363 1991 (v)
2900 Technology Drive 526 1992 (v)
2920 Technology Drive 264 1992 (v)
2930 Technology Drive 300 1991 (v)
2950 Technology Drive 357 1991 (v)
2960 Technology Drive 506 1992 (v)
23014 Commerce Drive 108 1983 (v)
23028 Commerce Drive 292 1983 (v)
23035 Commerce Drive 186 1983 (v)
23042 Commerce Drive 215 1983 (v)
23065 Commerce Drive 188 1983 (v)
23070 Commerce Drive 355 1983 (v)
23079 Commerce Drive 180 1983 (v)
23093 Commerce Drive 603 1983 (v)
23135 Commerce Drive 326 1986 (v)
23149 Commerce Drive 538 1985 (v)
23163 Commerce Drive 257 1986 (v)
23177 Commerce Drive 562 1986 (v)
23206 Commerce Drive 329 1985 (v)
23290 Commerce Drive 492 1980 (v)
23370 Commerce Drive 145 1980 (v)
24492 Indoplex Circle 443 1976 (v)
24528 Indoplex Circle 700 1976 (v)
31800 Plymouth Road - Building 1 2,578 1968/89 (v)
31800 Plymouth Road - Building 2 478 1968/89 (v)
31800 Plymouth Road - Building 3 240 1968/89 (v)
31800 Plymouth Road - Building 6 512 1968/89 (v)
31800 Plymouth Road - Building 7 98 1968/89 (v)
21477 Bridge Street 173 1986 (v)
2965 Technology Drive 231 1995 (v)
1451 Lincoln Avenue 227 1967 (v)
4400 Purks Drive 352 1987 (v)
4177A Varsity Drive 114 1993 (v)
6515 Cobb Drive 193 1984 (v)
32450 N Avis Drive 121 1974 (v)
</TABLE>
S-7
<PAGE> 99
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO -----------------------------
LOCATION (a) ------------------ ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
32200 N Avis Drive Madison Heights, MI 408 2,311 156 411 2,464 2,875
11813 Hubbard Livonia, MI 177 1,001 42 180 1,040 1,220
11866 Hubbard Livonia, MI 189 1,073 29 191 1,100 1,291
12050-12300 Hubbard (p) Livonia, MI 425 2,410 302 428 2,709 3,137
38200 Plymouth Road Livonia, MI 1,215 - 4,614 1,268 4,561 5,829
38220 Plymouth Road Livonia, MI 756 - 5,289 729 5,316 6,045
38300 Plymouth Road Livonia, MI 729 - 4,648 857 4,520 5,377
12707 Eckles Road Plymouth Township, MI 255 1,445 110 267 1,543 1,810
9300-9328 Harrison Rd Romulus, MI 147 834 126 154 953 1,107
9330-9358 Harrison Rd Romulus, MI 81 456 96 85 548 633
28420-28448 Highland Rd Romulus, MI 143 809 132 149 935 1,084
28450-28478 Highland Rd Romulus, MI 81 461 239 85 696 781
28421-28449 Highland Rd Romulus, MI 109 617 196 114 808 922
28451-28479 Highland Rd Romulus, MI 107 608 104 112 707 819
28825-28909 Highland Rd Romulus, MI 70 395 118 73 510 583
28933-29017 Highland Rd Romulus, MI 112 634 124 117 753 870
28824-28908 Highland Rd Romulus, MI 134 760 195 140 949 1,089
28932-29016 Highland Rd Romulus, MI 123 694 229 128 918 1,046
9710-9734 Harrison Rd Romulus, MI 125 706 136 130 837 967
9740-9772 Harrison Rd Romulus, MI 132 749 186 138 929 1,067
9840-9868 Harrison Rd Romulus, MI 144 815 118 150 927 1,077
9800-9824 Harrison Rd Romulus, MI 117 664 93 123 751 874
29265-29285 Airport Dr Romulus, MI 140 794 169 147 956 1,103
29185-29225 Airport Dr Romulus, MI 140 792 235 146 1,021 1,167
29149-29165 Airport Dr Romulus, MI 216 1,225 260 226 1,475 1,701
29101-29115 Airport Dr Romulus, MI 130 738 222 136 954 1,090
29031-29045 Airport Dr Romulus, MI 124 704 102 130 800 930
29050-29062 Airport Dr Romulus, MI 127 718 96 133 808 941
29120-29134 Airport Dr Romulus, MI 161 912 159 168 1,064 1,232
29200-29214 Airport Dr Romulus, MI 170 963 257 178 1,212 1,390
9301-9339 Middlebelt Rd Romulus, MI 124 703 114 130 811 941
21405 Trolley Industrial Drive Taylor, MI 758 4,293 185 778 4,458 5,236
26980 Trolley Industrial Drive Taylor, MI 450 2,550 131 463 2,668 3,131
12050-12200 Farmington Road Livonia, MI 201 1,115 21 202 1,135 1,337
33200 Capitol Avenue Livonia, MI 236 1,309 82 237 1,390 1,627
32975 Capitol Avenue Livonia, MI 135 748 23 136 770 906
2725 S. Industrial Highway Ann Arbor, MI 660 3,654 248 661 3,901 4,562
32920 Capitol Avenue Livonia, MI 76 422 11 77 432 509
32940 Capitol Avenue Livonia, MI 57 314 10 57 324 381
11862 Brookfield Avenue Livonia, MI 85 471 14 85 485 570
11923 Brookfield Avenue Livonia, MI 120 665 351 120 1,016 1,136
11965 Brookfield Avenue Livonia, MI 120 665 14 120 679 799
34005 Schoolcraft Road Livonia, MI 107 592 20 107 612 719
13405 Stark Road Livonia, MI 46 254 14 46 268 314
1170 Chicago Road Troy, MI 249 1,380 22 250 1,401 1,651
1200 Chicago Road Troy, MI 268 1,483 24 268 1,507 1,775
450 Robbins Drive Troy, MI 166 920 16 167 935 1,102
556 Robbins Drive Troy, MI 59 329 11 60 339 399
1230 Chicago Road Troy, MI 271 1,498 23 271 1,521 1,792
12886 Westmore Avenue Livonia, MI 190 1,050 32 190 1,082 1,272
12898 Westmore Avenue Livonia, MI 190 1,050 15 190 1,065 1,255
33025 Industrial Road Livonia, MI 80 442 16 80 458 538
2002 Stephenson Highway Troy, MI 179 994 18 180 1,011 1,191
47711 Clipper Street Plymouth Twsp, MI 539 2,983 30 540 3,012 3,552
32975 Industrial Road Livonia, MI 160 887 38 161 924 1,085
32985 Industrial Road Livonia, MI 137 761 20 138 780 918
32995 Industrial Road Livonia, MI 160 887 13 161 899 1,060
12874 Westmore Avenue Livonia, MI 137 761 16 138 776 914
33067 Industrial Road Livonia, MI 160 887 27 161 913 1,074
1775 Bellingham Troy, MI 344 1,902 23 344 1,925 2,269
1785 East Maple Troy, MI 92 507 11 92 518 610
1807 East Maple Troy, MI 321 1,775 22 321 1,797 2,118
9800 Chicago Road Troy, MI 206 1,141 13 207 1,153 1,360
1840 Enterprise Drive Rochester Hills, MI 573 3,170 26 573 3,196 3,769
1885 Enterprise Drive Rochester Hills, MI 209 1,158 19 210 1,176 1,386
1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 20 1,287 7,162 8,449
5500 Enterprise Court Warren, MI 675 3,737 44 676 3,780 4,456
5800 Enterprise Court Warren, MI 202 1,117 14 202 1,131 1,333
750 Chicago Road Troy, MI 323 1,790 23 324 1,812 2,136
800 Chicago Road Troy, MI 283 1,567 25 284 1,591 1,875
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
32200 N Avis Drive 183 1973 (v)
11813 Hubbard 77 1979 (v)
11866 Hubbard 80 1979 (v)
12050-12300 Hubbard (p) 243 1981 (v)
38200 Plymouth Road 210 1997 (v)
38220 Plymouth Road 108 1988 (v)
38300 Plymouth Road 98 1997 (v)
12707 Eckles Road 93 1990 (v)
9300-9328 Harrison Rd 52 1978 (v)
9330-9358 Harrison Rd 28 1978 (v)
28420-28448 Highland Rd 52 1979 (v)
28450-28478 Highland Rd 33 1979 (v)
28421-28449 Highland Rd 48 1980 (v)
28451-28479 Highland Rd 38 1980 (v)
28825-28909 Highland Rd 36 1981 (v)
28933-29017 Highland Rd 47 1982 (v)
28824-28908 Highland Rd 49 1982 (v)
28932-29016 Highland Rd 56 1982 (v)
9710-9734 Harrison Rd 61 1987 (v)
9740-9772 Harrison Rd 69 1987 (v)
9840-9868 Harrison Rd 52 1987 (v)
9800-9824 Harrison Rd 39 1987 (v)
29265-29285 Airport Dr 50 1983 (v)
29185-29225 Airport Dr 52 1983 (v)
29149-29165 Airport Dr 78 1984 (v)
29101-29115 Airport Dr 58 1985 (v)
29031-29045 Airport Dr 42 1985 (v)
29050-29062 Airport Dr 43 1986 (v)
29120-29134 Airport Dr 57 1986 (v)
29200-29214 Airport Dr 62 1985 (v)
9301-9339 Middlebelt Rd 44 1983 (v)
21405 Trolley Industrial Drive 202 1971 (v)
26980 Trolley Industrial Drive 88 1997 (v)
12050-12200 Farmington Road 21 1973 (v)
33200 Capitol Avenue 25 1977 (v)
32975 Capitol Avenue 14 1978 (v)
2725 S. Industrial Highway 74 1997 (v)
32920 Capitol Avenue 8 1973 (v)
32940 Capitol Avenue 6 1971 (v)
11862 Brookfield Avenue 9 1972 (v)
11923 Brookfield Avenue 22 1973 (v)
11965 Brookfield Avenue 13 1973 (v)
34005 Schoolcraft Road 11 1981 (v)
13405 Stark Road 5 1980 (v)
1170 Chicago Road 26 1983 (v)
1200 Chicago Road 28 1984 (v)
450 Robbins Drive 17 1976 (v)
556 Robbins Drive 6 1974 (v)
1230 Chicago Road 28 1996 (v)
12886 Westmore Avenue 20 1981 (v)
12898 Westmore Avenue 20 1981 (v)
33025 Industrial Road 8 1980 (v)
2002 Stephenson Highway 19 1986 (v)
47711 Clipper Street 56 1996 (v)
32975 Industrial Road 18 1984 (v)
32985 Industrial Road 14 1985 (v)
32995 Industrial Road 17 1983 (v)
12874 Westmore Avenue 14 1984 (v)
33067 Industrial Road 17 1984 (v)
1775 Bellingham 36 1987 (v)
1785 East Maple 10 1985 (v)
1807 East Maple 34 1984 (v)
9800 Chicago Road 22 1985 (v)
1840 Enterprise Drive 60 1990 (v)
1885 Enterprise Drive 22 1990 (v)
1935-55 Enterprise Drive 134 1990 (v)
5500 Enterprise Court 71 1989 (v)
5800 Enterprise Court 21 1987 (v)
750 Chicago Road 34 1986 (v)
800 Chicago Road 30 1985 (v)
</TABLE>
S-8
<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>
850 Chicago Road Troy, MI 183 1,016 14
2805 S. Industrial Highway Ann Arbor, MI 318 1,762 20
6833 Center Drive Sterling Heights, MI 467 2,583 179
22731 Newman Street Dearborn, MI 542 3,001 93
32201 North Avis Drive Madison Heights, MI 345 1,911 85
1100 East Mandoline Road Madison Heights, MI 888 4,915 197
30081 Stephenson Highway Madison Heights, MI 271 1,499 333
1120 John A. Papalas Drive (q) Lincoln Park, MI 586 3,241 198
36555 Ecorse Romulus, MI 600 - 8,788
6340 Middlebelt Romulus, MI 673 - 3,420
GRAND RAPIDS
3232 Kraft Avenue Grand Rapids, MI (d) 810 4,792 1,330
8181 Logistics Drive Grand Rapids, MI (d) 803 5,263 721
5062 Kendrick Court SE Grand Rapids, MI (d) 142 815 13
2 84th Street SW Grand Rapids, MI 117 685 295
100 84th Street SW Grand Rapids, MI 255 1,477 150
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 1,663 202
3300 Kraft Avenue SE Grand Rapids, MI 838 4,810 220
3366 Kraft Avenue SE Grand Rapids, MI 833 4,780 625
4939 Starr Avenue Grand Rapids, MI 117 681 29
5001 Kendrick Court SE Grand Rapids, MI 210 1,221 117
5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,569
5015 52nd Street SE Grand Rapids, MI 234 1,321 35
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 82
5130 Patterson Avenue SE Grand Rapids, MI 137 793 21
425 Gordon Industrial Court Grand Rapids, MI (c) 611 3,747 1,331
2851 Prairie Street Grand Rapids, MI (c) 377 2,778 240
2945 Walkent Court Grand Rapids, MI (c) 310 2,074 296
537 76th Street Grand Rapids, MI (c) 255 1,456 330
3395 Kraft Avenue Grand Rapids, MI 214 1,212 73
3427 Kraft Avenue Grand Rapids, MI 157 892 56
4412 Coloma Road Coloma, MI 1,391 7,700 715
HARTFORD
20 Utopia Road Manchester, CT 113 703 71
50 Utopia Road Manchester, CT 193 1,188 14
171 Utopia Road Manchester, CT 174 1,076 13
135 Sheldon Road Manchester, CT 247 1,488 89
169 Progress Road Manchester, CT 339 2,056 20
227 Progress Drive Manchester, CT 81 493 7
249 Progress Drive Manchester, CT 89 562 8
428 Hayden Station Road Windsor, CT 167 1,003 59
430 Hayden Station Road Windsor, CT 238 1,415 13
436 Hayden Station Road Windsor, CT 285 1,699 15
460 Hayden Station Road Windsor, CT 212 1,264 (6)
345 MacCausland Court Cheshire, CT 866 - 4,869
HOUSTON
2102-2314 Edwards Street Houston, TX 348 1,973 96
4545 Eastpark Drive Houston, TX 235 1,331 56
3351 Ranch St Houston, TX 272 1,541 84
3851 Yale St Houston, TX 413 2,343 141
3337-3347 Ranch Street Houston, TX 227 1,287 47
8505 N Loop East Houston, TX 439 2,489 123
4749-4799 Eastpark Dr Houston, TX 594 3,368 131
4851 Homestead Road Houston, TX 491 2,782 147
3365-3385 Ranch Street Houston, TX 284 1,611 48
5050 Campbell Road Houston, TX 461 2,610 96
4300 Pine Timbers Houston, TX 489 2,769 130
10600 Hampstead Houston, TX 105 597 40
2300 Fairway Park Dr Houston, TX 86 488 31
7969 Blakenship Houston, TX 174 987 42
8001 Kempwood Houston, TX 98 558 30
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
----------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS)
- ---------------- ------ ----------- ----- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
850 Chicago Road 184 1,029 1,213 19 1984 (v)
2805 S. Industrial Highway 319 1,781 2,100 33 1990 (v)
6833 Center Drive 489 2,740 3,229 57 1998 (v)
22731 Newman Street 543 3,093 3,636 64 1985 (v)
32201 North Avis Drive 347 1,994 2,341 41 1974 (v)
1100 East Mandoline Road 891 5,109 6,000 105 1967 (v)
30081 Stephenson Highway 272 1,831 2,103 33 1967 (v)
1120 John A. Papalas Drive (q) 588 3,437 4,025 70 1985 (v)
36555 Ecorse 685 8,703 9,388 103 1998 (v)
6340 Middlebelt 833 3,260 4,093 40 1998 (v)
GRAND RAPIDS
3232 Kraft Avenue 874 6,058 6,932 715 1988 (v)
8181 Logistics Drive 864 5,923 6,787 719 1990 (v)
5062 Kendrick Court SE 142 828 970 98 1987 (v)
2 84th Street SW 117 980 1,097 133 1986 (v)
100 84th Street SW 255 1,627 1,882 204 1979 (v)
511 76th Street SW 758 4,561 5,319 582 1986 (v)
553 76th Street SW 32 433 465 56 1985 (v)
555 76th Street SW 776 4,555 5,331 529 1987 (v)
2925 Remico Avenue SW 281 1,638 1,919 184 1988 (v)
2935 Walkent Court NW 285 1,865 2,150 203 1991 (v)
3300 Kraft Avenue SE 838 5,030 5,868 665 1987 (v)
3366 Kraft Avenue SE 833 5,405 6,238 799 1987 (v)
4939 Starr Avenue 117 710 827 94 1985 (v)
5001 Kendrick Court SE 210 1,338 1,548 153 1983 (v)
5050 Kendrick Court SE 1,721 16,002 17,723 1,710 1988 (v)
5015 52nd Street SE 234 1,356 1,590 152 1987 (v)
5025 28th Street 77 505 582 99 1967 (v)
5079 33rd Street SE 525 3,172 3,697 350 1990 (v)
5333 33rd Street SE 480 2,843 3,323 357 1991 (v)
5130 Patterson Avenue SE 137 814 951 100 1987 (v)
425 Gordon Industrial Court 644 5,045 5,689 545 1990 (v)
2851 Prairie Street 445 2,950 3,395 351 1989 (v)
2945 Walkent Court 352 2,328 2,680 277 1993 (v)
537 76th Street 258 1,783 2,041 178 1987 (v)
3395 Kraft Avenue 220 1,279 1,499 26 1985 (v)
3427 Kraft Avenue 162 943 1,105 19 1985 (v)
4412 Coloma Road 1,465 8,341 9,806 172 1967 (v)
HARTFORD
20 Utopia Road 114 773 887 14 1989 (v)
50 Utopia Road 194 1,201 1,395 22 1987 (v)
171 Utopia Road 176 1,087 1,263 20 1987 (v)
135 Sheldon Road 248 1,576 1,824 33 1987 (v)
169 Progress Road 341 2,074 2,415 39 1987 (v)
227 Progress Drive 82 499 581 9 1986 (v)
249 Progress Drive 90 569 659 11 1985 (v)
428 Hayden Station Road 168 1,061 1,229 20 1988 (v)
430 Hayden Station Road 239 1,427 1,666 27 1987 (v)
436 Hayden Station Road 286 1,713 1,999 32 1988 (v)
460 Hayden Station Road 211 1,259 1,470 24 1985 (v)
345 MacCausland Court 1,087 4,648 5,735 52 1998 (v)
HOUSTON
2102-2314 Edwards Street 359 2,058 2,417 55 1961 (v)
4545 Eastpark Drive 240 1,382 1,622 37 1972 (v)
3351 Ranch St 278 1,619 1,897 43 1970 (v)
3851 Yale St 425 2,472 2,897 66 1971 (v)
3337-3347 Ranch Street 233 1,328 1,561 36 1970 (v)
8505 N Loop East 449 2,602 3,051 69 1981 (v)
4749-4799 Eastpark Dr 611 3,482 4,093 94 1979 (v)
4851 Homestead Road 504 2,916 3,420 79 1973 (v)
3365-3385 Ranch Street 290 1,653 1,943 45 1970 (v)
5050 Campbell Road 470 2,697 3,167 73 1970 (v)
4300 Pine Timbers 499 2,889 3,388 79 1980 (v)
10600 Hampstead 109 633 742 17 1974 (v)
2300 Fairway Park Dr 89 516 605 14 1974 (v)
7969 Blakenship 179 1,024 1,203 28 1972 (v)
8001 Kempwood 101 585 686 16 1972 (v)
</TABLE>
S-9
<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>
7901 Blankenship Houston, TX 136 772 41
2500-2530 Fairway Park Drive Houston, TX 766 4,342 236
6550 Longpointe Houston, TX 362 2,050 98
1815 Turning Basin Dr Houston, TX 487 2,761 357
1819 Turning Basin Dr Houston, TX 231 1,308 157
4545 Mossford Dr Houston, TX 237 1,342 62
1805 Turning Basin Drive Houston, TX 564 3,197 429
7000 Empire Drive Houston, TX (j) 450 2,552 454
9777 West Gulfbank Drive Houston, TX (j) 1,217 6,899 358
INDIANAPOLIS
- ------------
2900 N Shadeland Avenue Indianapolis, IN (e) 2,394 13,565 2,057
2400 North Shadeland Indianapolis, IN 142 802 52
2402 North Shadeland Indianapolis, IN 466 2,640 251
7901 West 21st Street Indianapolis, IN 1,063 6,027 238
1445 Brookville Way Indianapolis, IN (e) 459 2,603 319
1440 Brookville Way Indianapolis, IN (e) 665 3,770 282
1240 Brookville Way Indianapolis, IN (e) 247 1,402 218
1220 Brookville Way Indianapolis, IN (e) 223 40 32
1345 Brookville Way Indianapolis, IN (f) 586 3,321 325
1350 Brookville Way Indianapolis, IN (e) 205 1,161 80
1315 Sadlier Circle E Dr Indianapolis, IN (f) 57 322 48
1341 Sadlier Circle E Dr Indianapolis, IN (f) 131 743 53
1322-1438 Sadlier Circle E Dr Indianapolis, IN (f) 145 822 114
1327-1441 Sadlier Circle E Dr Indianapolis, IN (f) 218 1,234 101
1304 Sadlier Circle E Dr Indianapolis, IN (f) 71 405 78
1402 Sadlier Circle E Dr Indianapolis, IN (f) 165 934 84
1504 Sadlier Circle E Dr Indianapolis, IN (f) 219 1,238 74
1311 Sadlier Circle E Dr Indianapolis, IN (f) 54 304 84
1365 Sadlier Circle E Dr Indianapolis, IN (f) 121 688 100
1352-1354 Sadlier Circle E Dr Indianapolis, IN (f) 178 1,008 126
1335 Sadlier Circle E Dr Indianapolis, IN (f) 81 460 57
1327 Sadlier Circle E Dr Indianapolis, IN (f) 52 295 25
1425 Sadlier Circle E Dr Indianapolis, IN (f) 21 117 24
1230 Brookville Way Indianapolis, IN (e) 103 586 51
6951 E 30th St Indianapolis, IN 256 1,449 95
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 4,760 833
2432-2436 Shadeland Indianapolis, IN 212 1,199 182
8402-8440 E 33rd St Indianapolis, IN 222 1,260 146
8520-8630 E 33rd St Indianapolis, IN 326 1,848 300
8710-8768 E 33rd St Indianapolis, IN 175 993 94
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 248
3331 Raton Court Indianapolis, IN 138 802 43
4430 Airport Expressway Indianapolis, IN 1,068 6,789 902
6751 E 30th St Indianapolis, IN 728 2,837 142
9200 East 146th Street Noblesville, IN 215 1,221 677
6575 East 30th Street Indianapolis, IN 118 - 1,545
6585 East 30th Street Indianapolis, IN 196 - 4,210
LONG ISLAND
- -----------
1140 Motor Parkway Hauppauge, NY 1,034 5,861 146
10 Edison Street Amityville, NY 183 1,036 59
120 Secatogue Ave Farmingdale, NY 375 2,123 59
100 Lauman Lane Hicksville, NY 216 1,226 88
200 Finn Court Farmingdale, NY 619 3,506 120
243 Dixon Avenue Amityville, NY 93 527 50
717 Broadway Avenue Holbrook, NY 790 4,474 67
725 Broadway Holbrook, NY 643 3,644 167
270 Duffy Avenue Hicksville, NY 1,305 7,393 219
280 Duffy Avenue Hicksville, NY 478 2,707 25
575 Underhill Boulevard Syosset, NY 2,714 15,382 320
5 Sidney Court Lindenhurst, NY 148 840 49
7 Sidney Court Lindenhurst, NY 172 975 32
450 Commack Road Deer Park, NY 304 1,720 54
99 Layfayette Drive Syosset, NY 1,607 9,106 144
65 East Bethpage Road Plainview, NY 198 1,122 54
171 Milbar Boulevard Farmingdale, NY 454 2,574 111
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
------------------------------ ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS)
- ---------------- ------ ----------- ----- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
7901 Blankenship 140 809 949 22 1972 (v)
2500-2530 Fairway Park Drive 792 4,552 5,344 133 1974 (v)
6550 Longpointe 370 2,140 2,510 58 1980 (v)
1815 Turning Basin Dr 531 3,074 3,605 82 1980 (v)
1819 Turning Basin Dr 251 1,445 1,696 39 1980 (v)
4545 Mossford Dr 245 1,396 1,641 38 1975 (v)
1805 Turning Basin Drive 616 3,574 4,190 96 1980 (v)
7000 Empire Drive 454 3,002 3,456 75 1980 (v)
9777 West Gulfbank Drive 1,226 7,248 8,474 212 1980 (v)
INDIANAPOLIS
- ------------
2900 N Shadeland Avenue 2,492 15,524 18,016 1,208 1957/1992 (v)
2400 North Shadeland 149 847 996 32 1970 (v)
2402 North Shadeland 490 2,867 3,357 112 1970 (v)
7901 West 21st Street 1,079 6,249 7,328 204 1985 (v)
1445 Brookville Way 476 2,905 3,381 222 1989 (v)
1440 Brookville Way 685 4,032 4,717 282 1990 (v)
1240 Brookville Way 258 1,609 1,867 147 1990 (v)
1220 Brookville Way 226 69 295 5 1990 (v)
1345 Brookville Way 601 3,631 4,232 261 1992 (v)
1350 Brookville Way 211 1,235 1,446 87 1994 (v)
1315 Sadlier Circle E Dr 61 366 427 26 1970/1992 (v)
1341 Sadlier Circle E Dr 136 791 927 56 1971/1992 (v)
1322-1438 Sadlier Circle E D 152 929 1,081 75 1971/1992 (v)
1327-1441 Sadlier Circle E D 225 1,328 1,553 103 1992 (v)
1304 Sadlier Circle E Dr 75 479 554 35 1971/1992 (v)
1402 Sadlier Circle E Dr 171 1,012 1,183 72 1970/1992 (v)
1504 Sadlier Circle E Dr 226 1,305 1,531 92 1971/1992 (v)
1311 Sadlier Circle E Dr 57 385 442 45 1971/1992 (v)
1365 Sadlier Circle E Dr 126 783 909 52 1971/1992 (v)
1352-1354 Sadlier Circle E D 184 1,128 1,312 85 1970/1992 (v)
1335 Sadlier Circle E Dr 85 513 598 36 1971/1992 (v)
1327 Sadlier Circle E Dr 55 317 372 22 1971/1992 (v)
1425 Sadlier Circle E Dr 23 139 162 10 1971/1992 (v)
1230 Brookville Way 109 631 740 44 1995 (v)
6951 E 30th St 265 1,535 1,800 109 1995 (v)
6701 E 30th St 82 479 561 34 1992 (v)
6737 E 30th St 398 2,315 2,713 169 1995 (v)
1225 Brookville Way 68 389 457 14 1997 (v)
6555 E 30th St 484 5,949 6,433 431 1969/1981 (v)
2432-2436 Shadeland 230 1,363 1,593 84 1968 (v)
8402-8440 E 33rd St 230 1,398 1,628 78 1977 (v)
8520-8630 E 33rd St 336 2,138 2,474 129 1976 (v)
8710-8768 E 33rd St 187 1,075 1,262 64 1979 (v)
3316-3346 N. Pagosa Court 335 2,080 2,415 119 1977 (v)
3331 Raton Court 144 839 983 49 1979 (v)
4430 Airport Expressway 1,238 7,521 8,759 449 1970 (v)
6751 E 30th St 741 2,966 3,707 89 1997 (v)
9200 East 146th Street 224 1,889 2,113 28 1961 (v)
6575 East 30th Street 128 1,535 1,663 8 1998 (v)
6585 East 30th Street 196 4,210 4,406 14 1998 (v)
LONG ISLAND
- -----------
1140 Motor Parkway 1,039 6,002 7,041 300 1978 (v)
10 Edison Street 185 1,093 1,278 54 1971 (v)
120 Secatogue Ave 377 2,180 2,557 109 1957 (v)
100 Lauman Lane 218 1,312 1,530 67 1968 (v)
200 Finn Court 622 3,623 4,245 181 1965 (v)
243 Dixon Avenue 95 575 670 28 1978 (v)
717 Broadway Avenue 794 4,537 5,331 228 1967 (v)
725 Broadway 647 3,807 4,454 190 1967 (v)
270 Duffy Avenue 1,309 7,608 8,917 392 1956 (v)
280 Duffy Avenue 480 2,730 3,210 137 1956 (v)
575 Underhill Boulevard 2,724 15,692 18,416 783 1967 (v)
5 Sidney Court 150 887 1,037 44 1962 (v)
7 Sidney Court 174 1,005 1,179 50 1964 (v)
450 Commack Road 306 1,772 2,078 89 1964 (v)
99 Layfayette Drive 1,612 9,245 10,857 476 1964 (v)
65 East Bethpage Road 199 1,175 1,374 62 1960 (v)
171 Milbar Boulevard 457 2,682 3,139 137 1961 (v)
</TABLE>
S-10
<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>
95 Horseblock Road Yaphank, NY 1,313 7,439 326
151-171 East 2nd Street Huntington, NY 497 2,815 89
171-175 East 2nd Street Huntington, NY 493 2,792 68
35 Bloomingdale Road Hicksville, NY 190 1,076 86
15-39 Tec Street Hicksville, NY 164 930 48
100 Tec Street Hicksville, NY 237 1,340 69
51-89 Tec Street Hicksville, NY 207 1,171 42
502 Old Country Road Hicksville, NY 95 536 16
80-98 Tec Street Hicksville, NY 123 700 26
201-233 Park Avenue Hicksville, NY 349 1,979 92
6851 Jericho Turnpike Syosset, NY 1,570 8,896 465
One Fairchild Court Plainview, NY 315 1,786 68
79 Express Street Plainview, NY 417 2,363 122
92 Central Avenue Farmingdale, NY 837 4,745 78
160 Engineer Drive Hicksville, NY 148 836 38
260 Engineers Drive Hicksville, NY 264 1,494 81
87-119 Engineers Dr (p) Hicksville, NY 181 1,023 51
950-970 South Broadway Hicksville, NY 250 1,418 177
290 Duffy Avenue Hicksville, NY (g) 383 2,171 262
185 Price Parkway Farmingdale, NY 611 3,464 52
62 Alpha Plaza Hicksville, NY 155 877 53
90 Alpha Plaza Hicksville, NY 127 717 55
325 Duffy Avenue Hicksville, NY 480 2,720 81
600 West John Street Hicksville, NY 488 2,763 4,396
939 Motor Parkway Hauppauge, NY 105 596 93
2070 5th Avenue Ronkonkoma, NY 383 2,171 15
200 13th Avenue Ronkonkoma, NY 313 1,776 48
100 13th Avenue Ronkonkoma, NY 348 1,973 36
1 Comac Loop Ronkonkoma, NY 348 1,973 43
80 13th Avenue Ronkonkoma, NY 418 2,368 73
90 13th Avenue Ronkonkoma, NY 383 2,171 56
33 Comac Loop Ronkonkoma, NY 383 2,171 78
101-125 Comac Street Ronkonkoma, NY 905 5,131 75
999 Stewart Avenue Garden City, NY 293 1,658 124
360 Smith Street Farmingdale, NY 334 1,851 207
700 Dibblee Drive Garden City, NY 2,219 12,282 135
49 Mall Drive Hauppauge, NY 343 5,220 955
275 Marcus Blvd Hauppauge, NY 349 1,934 123
LOUISVILLE
- ----------
1251 Port Road Jeffersonville, IN 858 - 12,035
MILWAUKEE
- ---------
N25 W23050 Paul Road Pewaukee, WI 474 2,723 12
N25 W23255 Paul Road Waukesha County, WI 571 3,270 1
N27 W23293 Roundy Drive Waukesha County, WI 412 2,837 1
6523 N. Sydney Place Milwaukee, WI 172 976 140
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 148 841 118
2152 S 114th Street West Allis, WI 326 1,846 97
4560 N. 124th Street Wauwatosa, WI 118 667 84
Science Drive Sturtevant, WI 1,255 - 18,795
12221 W. Feerick Street Wauwatosa, WI 210 1,190 81
MINNEAPOLIS
- -----------
2700 Freeway Boulevard Brooklyn Center, MN (d) 392 2,318 424
6507-6545 Cecilia Circle Bloomington, MN 357 1,320 525
7830-7848 12th Avenue South Bloomington, MN 376 1,346 251
1275 Corporate Center Drive Eagan, MN 80 357 52
1279 Corporate Center Drive Eagan, MN 105 357 90
2815 Eagandale Boulevard Eagan, MN 80 357 172
6201 West 111th Street Bloomington, MN 1,358 8,622 3,761
6403-6545 Cecilia Drive Bloomington, MN 366 1,363 529
6925-6943 Washington Avenue Edina, MN 117 504 705
6955-6973 Washington Avenue Edina, MN 117 486 410
7251-7279 Washington Avenue Edina, MN 129 382 431
7301-7329 Washington Avenue Edina, MN 174 391 496
7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,147
7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,307
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
------------------------------ ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS)
- ---------------- ------ ------------ ----- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
95 Horseblock Road 1,318 7,760 9,078 389 1971 (v)
151-171 East 2nd Street 499 2,902 3,401 145 1968 (v)
171-175 East 2nd Street 495 2,858 3,353 144 1969 (v)
35 Bloomingdale Road 192 1,160 1,352 63 1962 (v)
15-39 Tec Street 166 976 1,142 57 1965 (v)
100 Tec Street 238 1,408 1,646 70 1965 (v)
51-89 Tec Street 208 1,212 1,420 69 1965 (v)
502 Old Country Road 96 551 647 27 1965 (v)
80-98 Tec Street 125 724 849 36 1965 (v)
201-233 Park Avenue 351 2,069 2,420 106 1962 (v)
6851 Jericho Turnpike 1,576 9,355 10,931 492 1969 (v)
One Fairchild Court 318 1,851 2,169 95 1959 (v)
79 Express Street 420 2,482 2,902 127 1972 (v)
92 Central Avenue 841 4,819 5,660 241 1961 (v)
160 Engineer Drive 149 873 1,022 43 1966 (v)
260 Engineers Drive 266 1,573 1,839 81 1966 (v)
87-119 Engineers Dr (p) 183 1,072 1,255 58 1966 (v)
950-970 South Broadway 252 1,593 1,845 94 1966 (v)
290 Duffy Avenue 385 2,431 2,816 133 1974 (v)
185 Price Parkway 615 3,512 4,127 176 1969 (v)
62 Alpha Plaza 159 926 1,085 29 1968 (v)
90 Alpha Plaza 130 769 899 24 1969 (v)
325 Duffy Avenue 488 2,793 3,281 75 1970 (v)
600 West John Street 496 7,151 7,647 107 1955 (v)
939 Motor Parkway 112 682 794 18 1977 (v)
2070 5th Avenue 384 2,185 2,569 59 1975 (v)
200 13th Avenue 318 1,819 2,137 50 1979 (v)
100 13th Avenue 352 2,005 2,357 54 1979 (v)
1 Comac Loop 352 2,012 2,364 55 1980 (v)
80 13th Avenue 423 2,436 2,859 66 1983 (v)
90 13th Avenue 389 2,221 2,610 60 1982 (v)
33 Comac Loop 388 2,244 2,632 61 1983 (v)
101-125 Comac Street 914 5,197 6,111 140 1985 (v)
999 Stewart Avenue 305 1,770 2,075 36 1955 (v)
360 Smith Street 342 2,050 2,392 40 1965 (v)
700 Dibblee Drive 2,227 12,409 14,636 232 1965 (v)
49 Mall Drive 989 5,529 6,518 103 1986 (v)
275 Marcus Blvd 365 2,041 2,406 13 1985 (v)
LOUISVILLE
- ----------
1251 Port Road 929 11,964 12,893 40 1998 (v)
MILWAUKEE
- ---------
N25 W23050 Paul Road 474 2,735 3,209 307 1989 (v)
N25 W23255 Paul Road 571 3,271 3,842 368 1987 (v)
N27 W23293 Roundy Drive 412 2,838 3,250 318 1989 (v)
6523 N. Sydney Place 176 1,112 1,288 85 1978 (v)
8800 W Bradley 388 2,246 2,634 144 1982 (v)
1435 North 113th St 310 2,055 2,365 111 1993 (v)
11217-43 W. Becher St 155 952 1,107 42 1979 (v)
2152 S 114th Street 339 1,930 2,269 76 1980 (v)
4560 N. 124th Street 129 740 869 29 1976 (v)
Science Drive 1,412 18,638 20,050 381 1997 (v)
12221 W. Feerick Street 221 1,260 1,481 47 1971 (v)
MINNEAPOLIS
- -----------
2700 Freeway Boulevard 415 2,719 3,134 376 1981 (v)
6507-6545 Cecilia Circle 386 1,816 2,202 740 1981 (v)
7830-7848 12th Avenue South 381 1,592 1,973 752 1978 (v)
1275 Corporate Center Drive 93 396 489 139 1990 (v)
1279 Corporate Center Drive 109 443 552 162 1990 (v)
2815 Eagandale Boulevard 97 512 609 168 1990 (v)
6201 West 111th Street 1,499 12,242 13,741 2,309 1987 (v)
6403-6545 Cecilia Drive 395 1,863 2,258 792 1980 (v)
6925-6943 Washington Avenue 237 1,089 1,326 565 1972 (v)
6955-6973 Washington Avenue 207 806 1,013 502 1972 (v)
7251-7279 Washington Avenue 182 760 942 460 1972 (v)
7301-7329 Washington Avenue 193 868 1,061 731 1972 (v)
7101 Winnetka Avenue North 2,228 8,198 10,426 3,089 1990 (v)
7600 Golden Triangle Drive 615 2,652 3,267 1,079 1989 (v)
</TABLE>
S-11
<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>
7850-7890 12th Avenue South Bloomington, MN 347 1,242 275
7900 Main Street Northeast Fridley, MN 480 1,604 626
7901 Beech Street Northeast Fridley, MN 405 1,554 621
9901 West 74th Street Eden Prairie, MN 621 3,289 2,018
10175-10205 Crosstown Circle Eden Prairie, MN 132 686 108
11201 Hampshire Avenue South Bloomington, MN 495 1,035 854
12220-12222 Nicollet Avenue Burnsville, MN 105 425 47
12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 96
12224-12226 Nicollet Avenue Burnsville, MN 190 770 102
305 2nd Street Northwest Minneapolis, MN 460 2,744 41
953 Westgate Drive Minneapolis, MN 193 1,178 2
980 Lone Oak Road Minneapolis, MN 683 4,103 388
990 Lone Oak Road Minneapolis, MN 883 5,575 129
1030 Lone Oak Road Minneapolis, MN 456 2,703 64
1060 Lone Oak Road Minneapolis, MN 624 3,700 142
5400 Nathan Lane Minneapolis, MN 749 4,461 44
6464 Sycamore Court Minneapolis, MN 457 2,730 103
6701 Parkway Circle Brooklyn Center, MN 350 2,131 344
6601 Shingle Creek Parkway Brooklyn Center, MN 411 2,813 520
10120 W 76th Street Eden Prairie, MN 315 1,804 145
7615 Golden Triangle Eden Prairie, MN 268 1,532 346
7625 Golden Triangle Eden Prairie, MN 415 2,375 257
2605 Fernbrook Lane North Plymouth, MN 443 2,533 365
12155 Nicollet Ave. Burnsville, MN 286 - 1,678
6655 Wedgewood Road Maple Grove, MN (c) 1,466 8,342 143
900 Apollo Road Eagan, MN (c) 1,029 5,855 509
7316 Aspen Lane North Brooklyn, MN (c) 368 2,156 180
6707 Shingle Creek Parkway Brooklyn Center, MN (c) 376 2,101 364
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 2,261 443
11300 Hamshire Ave South Bloomington, MN 527 2,985 250
375 Rivertown Drive Woodbury, MN 1,083 6,135 2,668
5205 Highway 169 Plymouth, MN 446 2,525 777
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 310
7100-7190 Shady Oak Rd (q) Eden Prairie, MN 1,118 6,333 485
7500-7546 Washington Square Eden Prairie, MN 229 1,300 50
7550-7588 Washington Square Eden Prairie, MN 153 867 39
5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 142
1565 First Avenue NW New Brighton, MN 485 2,750 173
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 4,590 122
500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 122
770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 100
800 Kasota Avenue SE Minneapolis, MN 524 2,971 501
2530-2570 Kasota Avenue St. Paul, MN 407 2,308 178
NASHVILLE
- ---------
1621 Heil Quaker Boulevard Nashville, TN (d) 413 2,348 468
417 Harding Industrial Drive Nashville, TN 653 4,583 1,035
520 Harding Industrial Drive (p) Nashville, TN 645 3,382 3,532
3099 Barry Drive Portland, TN 418 2,368 60
3150 Barry Drive Portland, TN 941 5,333 331
5599 Highway 31 West Portland, TN 564 3,196 65
1650 Elm Hill Pike Nashville, TN 329 1,867 64
1821 Air Lane Drive Nashville, TN 151 858 (1)
1102 Appleton Drive Nashville, TN 154 873 1
1920 Air Lane Drive Nashville, TN 250 1,415 22
1931 Air Lane Drive Nashville, TN 491 2,785 110
470 Metroplex Drive (p) Nashville, TN 619 3,507 40
1150 Antiock Pike Nashville, TN 667 3,748 44
NORTHERN NEW JERSEY
- -------------------
116 Lehigh Drive Fairfield, NJ 851 4,823 49
60 Ethel Road West Piscataway, NJ 252 1,426 139
70 Ethel Road West Piscataway, NJ 431 2,443 147
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
------------------------------ ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS)
- ---------------- ------ ----------- ----- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
7850-7890 12th Avenue South 358 1,506 1,864 744 1978 (v)
7900 Main Street Northeast 497 2,213 2,710 1,170 1973 (v)
7901 Beech Street Northeast 428 2,152 2,580 914 1975 (v)
9901 West 74th Street 639 5,289 5,928 1,166 1983/88 (v)
10175-10205 Crosstown Circle 174 752 926 316 1980 (v)
11201 Hampshire Avenue South 501 1,883 2,384 794 1986 (v)
12220-12222 Nicollet Avenue 114 463 577 171 1989/90 (v)
12250-12268 Nicollet Avenue 284 1,126 1,410 443 1989/90 (v)
12224-12226 Nicollet Avenue 207 855 1,062 325 1989/90 (v)
305 2nd Street Northwest 460 2,785 3,245 337 1991 (v)
953 Westgate Drive 193 1,180 1,373 135 1991 (v)
980 Lone Oak Road 683 4,491 5,174 661 1992 (v)
990 Lone Oak Road 883 5,704 6,587 960 1989 (v)
1030 Lone Oak Road 456 2,767 3,223 339 1988 (v)
1060 Lone Oak Road 624 3,842 4,466 516 1988 (v)
5400 Nathan Lane 749 4,505 5,254 521 1990 (v)
6464 Sycamore Court 457 2,833 3,290 358 1990 (v)
6701 Parkway Circle 377 2,448 2,825 301 1987 (v)
6601 Shingle Creek Parkway 502 3,242 3,744 432 1985 (v)
10120 W 76th Street 315 1,949 2,264 195 1987 (v)
7615 Golden Triangle 268 1,878 2,146 380 1987 (v)
7625 Golden Triangle 415 2,632 3,047 303 1987 (v)
2605 Fernbrook Lane North 445 2,896 3,341 371 1987 (v)
12155 Nicollet Ave. 288 1,676 1,964 131 1995 (v)
6655 Wedgewood Road 1,466 8,485 9,951 927 1989 (v)
900 Apollo Road 1,030 6,363 7,393 581 1970 (v)
7316 Aspen Lane North 377 2,327 2,704 231 1978 (v)
6707 Shingle Creek Parkway 379 2,462 2,841 349 1986 (v)
73rd Avenue North 512 2,921 3,433 201 1995 (v)
1905 W Country Road C 409 2,336 2,745 160 1993 (v)
2720 Arthur Street 832 4,741 5,573 326 1995 (v)
10205 51st Avenue North 187 1,083 1,270 78 1990 (v)
4100 Peavey Road 415 2,688 3,103 161 1988 (v)
11300 Hamshire Ave South 541 3,221 3,762 315 1983 (v)
375 Rivertown Drive 1,503 8,383 9,886 367 1996 (v)
5205 Highway 169 739 3,009 3,748 221 1960 (v)
6451-6595 Citywest Parkway 538 3,272 3,810 251 1984 (v)
7100-7190 Shady Oak Rd (q) 1,149 6,787 7,936 373 1982 (v)
7500-7546 Washington Square 235 1,344 1,579 70 1975 (v)
7550-7588 Washington Square 157 902 1,059 47 1973 (v)
5240-5300 Valley Industrial Blvd S 371 2,182 2,553 115 1975 (v)
1565 First Avenue NW 496 2,912 3,408 134 1978 (v)
7125 Northland Terrace 767 4,357 5,124 186 1996 (v)
6900 Shady Oak Road 340 1,945 2,285 85 1980 (v)
6477-6525 City West Parkway 819 4,703 5,522 150 1984 (v)
500-530 Kasota Avenue SE 429 2,462 2,891 61 1976 (v)
770-786 Kasota Avenue SE 344 1,977 2,321 49 1976 (v)
800 Kasota Avenue SE 592 3,404 3,996 78 1976 (v)
2530-2570 Kasota Avenue 424 2,469 2,893 62 1976 (v)
NASHVILLE
- ---------
1621 Heil Quaker Boulevard 430 2,799 3,229 298 1975 (v)
417 Harding Industrial Drive 763 5,508 6,271 1,086 1972 (v)
520 Harding Industrial Drive (p) 1,052 6,507 7,559 525 1975 (v)
3099 Barry Drive 424 2,422 2,846 136 1995 (v)
3150 Barry Drive 987 5,618 6,605 316 1993 (v)
5599 Highway 31 West 571 3,254 3,825 183 1995 (v)
1650 Elm Hill Pike 331 1,929 2,260 63 1984 (v)
1821 Air Lane Drive 151 857 1,008 27 1984 (v)
1102 Appleton Drive 154 874 1,028 28 1984 (v)
1920 Air Lane Drive 251 1,436 1,687 54 1985 (v)
1931 Air Lane Drive 495 2,891 3,386 108 1984 (v)
470 Metroplex Drive (p) 624 3,542 4,166 111 1986 (v)
1150 Antiock Pike 668 3,791 4,459 121 1987 (v)
NORTHERN NEW JERSEY
- -------------------
116 Lehigh Drive 855 4,868 5,723 244 1986 (v)
60 Ethel Road West 264 1,553 1,817 63 1982 (v)
70 Ethel Road West 451 2,570 3,021 96 1979 (v)
</TABLE>
S-12
<PAGE> 104
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO -----------------------------
LOCATION (a) ------------------ ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
105 Neptune Boulevard Neptune, NJ 245 1,386 71 255 1,447 1,702
140 Hanover Avenue Hanover, NJ 457 2,588 348 475 2,918 3,393
601-629 Montrose Avenue South Plainfield, NJ 487 2,762 197 512 2,934 3,446
3 Marlen Hamilton, NJ 71 404 32 74 433 507
5 Marlen Hamilton, NJ 116 655 41 121 691 812
7 Marlen Hamilton, NJ 128 728 54 136 774 910
8 Marlen Hamilton, NJ 230 1,302 46 235 1,343 1,578
15 Marlen Hamilton, NJ 53 302 34 58 331 389
17 Marlen Hamilton, NJ 104 588 56 110 638 748
1 South Gold Drive Hamilton, NJ 106 599 44 112 637 749
5 South Gold Drive Hamilton, NJ 106 602 57 113 652 765
6 South Gold Drive Hamilton, NJ 58 332 33 63 360 423
7 South Gold Drive Hamilton, NJ 32 182 27 36 205 241
8 South Gold Drive Hamilton, NJ 103 584 43 109 621 730
9 South Gold Drive Hamilton, NJ 60 342 44 65 381 446
11 South Gold Drive Hamilton, NJ 183 1,039 66 192 1,096 1,288
12 South Gold Drive Hamilton, NJ 84 475 70 89 540 629
9 Princess Road Lawrenceville, NJ 221 1,254 84 231 1,328 1,559
11 Princess Road Lawrenceville, NJ 491 2,780 162 511 2,922 3,433
15 Princess Road Lawrenceville, NJ 234 1,328 273 245 1,590 1,835
17 Princess Road Lawrenceville, NJ 342 1,936 121 353 2,046 2,399
220 Hanover Avenue Hanover, NJ 1,361 7,715 421 1,420 8,077 9,497
244 Shefield Street Mountainside, NJ 201 1,141 75 210 1,207 1,417
30 Troy Road Hanover, NJ 128 727 39 134 760 894
15 Leslie Court Hanover, NJ 126 716 42 132 752 884
20 Leslie Court Hanover, NJ 84 474 32 88 502 590
25 Leslie Court Hanover, NJ 512 2,899 139 526 3,024 3,550
130 Algonquin Parkway Hanover, NJ 157 888 47 163 929 1,092
150 Algonquin Parkway Hanover, NJ 85 479 32 89 507 596
55 Locust Avenue Roseland, NJ 535 3,034 182 560 3,191 3,751
31 West Forest Street (p) Englewood, NJ 941 5,333 288 975 5,587 6,562
25 World's Fair Drive Franklin, NJ 285 1,616 83 297 1,687 1,984
14 World's Fair Drive Franklin, NJ 483 2,735 259 503 2,974 3,477
16 World's Fair Drive Franklin, NJ 174 988 77 183 1,056 1,239
18 World's Fair Drive Franklin, NJ 123 699 44 129 737 866
23 World's Fair Drive Franklin, NJ 134 758 47 140 799 939
12 World's Fair Drive Franklin, NJ 572 3,240 166 593 3,385 3,978
1 World's Fair Drive Franklin, NJ 632 3,581 160 654 3,719 4,373
2 World's Fair Drive Franklin, NJ 625 3,539 199 650 3,713 4,363
49 Napoleon Court Franklin, NJ 230 1,306 49 238 1,347 1,585
50 Napoleon Court Franklin, NJ 149 842 41 154 878 1,032
22 World's Fair Drive Franklin, NJ 364 2,064 110 375 2,163 2,538
26 World's Fair Drive Franklin, NJ 361 2,048 146 377 2,178 2,555
24 World's Fair Drive Franklin, NJ 347 1,968 112 362 2,065 2,427
12 Wright Way Oakland, NJ 410 2,321 110 424 2,417 2,841
NEW ORLEANS
- -----------
520-524 Elmwood Park Blvd (p) Jefferson, LA 926 5,248 225 949 5,450 6,399
125 Mallard St St. Rose, LA (i) 103 586 243 108 824 932
107 Mallard St. Rose, LA (i) 164 928 59 171 980 1,151
125 James Drive West St. Rose, LA (i) 246 1,392 81 257 1,462 1,719
161 James Drive West St. Rose, LA 298 1,687 240 304 1,921 2,225
150 James Drive East St. Rose, LA 399 2,258 100 409 2,348 2,757
115 James Drive West St. Rose, LA (i) 163 922 57 171 971 1,142
100 James Drive St. Rose, LA (i) 430 2,435 144 450 2,559 3,009
143 Mallard St St. Rose, LA (i) 143 812 56 151 860 1,011
160 James Drive East St. Rose, LA (i) 102 580 210 108 784 892
190 James Drive East St. Rose, LA (i) 205 1,160 113 214 1,264 1,478
120 Mallard St St. Rose, LA (i) 348 1,971 182 365 2,136 2,501
110 James Drive West St. Rose, LA (i) 143 812 65 150 870 1,020
150 Canvasback Dr St. Rose, LA 165 937 35 170 967 1,137
PHILADELPHIA
- ------------
212 Welsh Pool Road Exton, PA 160 886 81 171 956 1,127
230-240 Welsh Pool Road Exton, PA 154 851 80 164 921 1,085
264 Welsh Pool Road Exton, PA 147 811 58 155 861 1,016
254 Welsh Pool Road Exton, PA 152 842 142 170 966 1,136
256 Welsh Pool Road Exton, PA 82 452 42 87 489 576
213 Welsh Pool Road Exton, PA 149 827 107 164 919 1,083
251 Welsh Pool Road Exton, PA 144 796 75 154 861 1,015
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
105 Neptune Boulevard 54 1989 (v)
140 Hanover Avenue 146 1964/1988 (v)
601-629 Montrose Avenue 112 1974 (v)
3 Marlen 12 1981 (v)
5 Marlen 26 1981 (v)
7 Marlen 29 1982 (v)
8 Marlen 36 1982 (v)
15 Marlen 12 1982 (v)
17 Marlen 24 1981 (v)
1 South Gold Drive 24 1973 (v)
5 South Gold Drive 26 1974 (v)
6 South Gold Drive 13 1975 (v)
7 South Gold Drive 8 1976 (v)
8 South Gold Drive 23 1977 (v)
9 South Gold Drive 14 1980 (v)
11 South Gold Drive 41 1979 (v)
12 South Gold Drive 20 1980 (v)
9 Princess Road 48 1985 (v)
11 Princess Road 109 1985 (v)
15 Princess Road 99 1986 (v)
17 Princess Road 81 1986 (v)
220 Hanover Avenue 302 1987 (v)
244 Shefield Street 45 1965/1986 (v)
30 Troy Road 27 1972 (v)
15 Leslie Court 28 1971 (v)
20 Leslie Court 19 1974 (v)
25 Leslie Court 107 1975 (v)
130 Algonquin Parkway 33 1973 (v)
150 Algonquin Parkway 19 1973 (v)
55 Locust Avenue 119 1980 (v)
31 West Forest Street (p) 198 1978 (v)
25 World's Fair Drive 63 1986 (v)
14 World's Fair Drive 126 1980 (v)
16 World's Fair Drive 39 1981 (v)
18 World's Fair Drive 27 1982 (v)
23 World's Fair Drive 30 1982 (v)
12 World's Fair Drive 126 1981 (v)
1 World's Fair Drive 139 1983 (v)
2 World's Fair Drive 145 1982 (v)
49 Napoleon Court 36 1982 (v)
50 Napoleon Court 24 1982 (v)
22 World's Fair Drive 58 1983 (v)
26 World's Fair Drive 81 1984 (v)
24 World's Fair Drive 78 1984 (v)
12 Wright Way 90 1981 (v)
NEW ORLEANS
- -----------
520-524 Elmwood Park Blvd (p) 150 1986 (v)
125 Mallard St 33 1984 (v)
107 Mallard 26 1985 (v)
125 James Drive West 40 1990 (v)
161 James Drive West 50 1986 (v)
150 James Drive East 64 1986 (v)
115 James Drive West 26 1986 (v)
100 James Drive 69 1980 (v)
143 Mallard St 23 1982 (v)
160 James Drive East 36 1981 (v)
190 James Drive East 35 1987 (v)
120 Mallard St 61 1981 (v)
110 James Drive West 25 1983 (v)
150 Canvasback Dr 26 1986 (v)
PHILADELPHIA
- ------------
212 Welsh Pool Road 20 1975 (v)
230-240 Welsh Pool Road 19 1975 (v)
264 Welsh Pool Road 18 1975 (v)
254 Welsh Pool Road 19 1975 (v)
256 Welsh Pool Road 10 1975 (v)
213 Welsh Pool Road 19 1975 (v)
251 Welsh Pool Road 18 1975 (v)
</TABLE>
S-13
<PAGE> 105
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO -----------------------------
LOCATION (a) ------------------ ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
253-255 Welsh Pool Road Exton, PA 113 626 59 121 677 798
151-161 Philips Road Exton, PA 191 1,059 95 204 1,141 1,345
210 Philips Road Exton, PA 182 1,005 89 193 1,083 1,276
215 Welsh Pool Road Exton, PA 67 372 137 77 499 576
102 Pickering Way Exton, PA 765 4,235 335 811 4,524 5,335
217 Welsh Pool Road Exton, PA 64 357 33 69 385 454
216 Philips Road Exton, PA 199 1,100 108 213 1,194 1,407
202 Philips Road Exton, PA 174 966 83 191 1,032 1,223
110 Thousand Oaks Blvd Morgantown, PA 416 2,300 240 446 2,510 2,956
20 McDonald Blvd Aston, PA 184 1,016 27 187 1,040 1,227
30 McDonald Blvd Aston, PA 135 748 49 142 790 932
PHOENIX
- -------
7340 South Kyrene Rd Tempe, AZ 1,495 8,469 45 1,499 8,510 10,009
7350 S Kyrene Road Tempe, AZ 818 4,634 89 821 4,720 5,541
7360 South Kyrene Rd Tempe, AZ 508 2,876 35 511 2,908 3,419
7343 South Hardy Drive Tempe, AZ 1,119 6,341 162 1,126 6,496 7,622
7333 South Hardy Drive Tempe, AZ 1,549 8,779 53 1,555 8,826 10,381
3906 East Broadway Road Phoenix, AZ 434 2,402 79 437 2,478 2,915
3908 East Broadway Road Phoenix, AZ 336 1,862 39 339 1,898 2,237
PORTLAND
- --------
5687 International Way (r) Milwaukee, OR (n) 430 2,385 91 440 2,466 2,906
5795 SW Jean Road (q) Lake Oswego, OR 427 2,362 82 435 2,436 2,871
12130 NE Ainsworth Circle (p) Portland, OR 523 2,898 97 533 2,985 3,518
5509 NW 122nd Ave (p) Milwaukee, OR (m) 244 1,351 49 249 1,395 1,644
6105-6113 NE 92nd Avenue (r) Portland, OR 884 4,891 186 898 5,063 5,961
8727 NE Marx Drive (q) Portland, OR 580 3,210 141 590 3,341 3,931
3910 SW 170th Ave Portland, OR 125 690 39 128 726 854
3388 SE 20th St. Portland, OR 73 405 28 76 430 506
5962-5964 NE 87th Ave Portland, OR 72 398 31 75 426 501
116 SE Yamhill Portland, OR 38 208 22 40 228 268
9106 NE Marx Drive Portland, OR 40 223 23 43 243 286
11620 NE Ainsworth Circle Portland, OR 152 839 34 156 869 1,025
11824 NE Ainsworth Circle Portland, OR 166 916 43 170 955 1,125
12124 NE Ainsworth Circle Portland, OR 207 1,148 53 212 1,196 1,408
1735 SE Highway 20 Bend, OR 180 995 51 184 1,042 1,226
2715 SE Raymond Portland, OR 159 880 52 163 928 1,091
1645 NE 72nd Ave Portland, OR 116 641 40 120 677 797
1630 SE 8th Ave. Portland, OR 140 775 29 144 800 944
9044 NE Marx Drive Portland, OR 83 459 35 86 491 577
2443 SE 4th Ave. Portland, OR 157 870 47 161 913 1,074
711 SE Stark St. Portland, OR 42 233 24 45 254 299
11632 NE Ainsworth Circle Portland, OR 799 4,422 169 812 4,578 5,390
NE 138th & Airport Way Portland, OR 931 5,155 125 946 5,265 6,211
14699 NE Airport Way Portland, OR 242 1,340 51 248 1,385 1,633
SALT LAKE
- ---------
2255 South 300 West (t) Salt Lake City, UT 618 3,504 66 617 3,571 4,188
512 Lawndale Drive (u) Salt Lake City, UT 2,779 15,749 664 2,792 16,400 19,192
1270 West 2320 South West Valley, UT 138 784 38 142 818 960
1275 West 2240 South West Valley, UT 395 2,241 74 405 2,305 2,710
1288 West 2240 South West Valley, UT 119 672 25 122 694 816
2235 South 1300 West West Valley, UT 198 1,120 37 202 1,153 1,355
1293 West 2200 South West Valley, UT 158 896 31 162 923 1,085
1279 West 2200 South West Valley, UT 198 1,120 36 202 1,152 1,354
1272 West 2240 South West Valley, UT 336 1,905 71 344 1,968 2,312
1149 West 2240 South West Valley, UT 217 1,232 44 223 1,270 1,493
1142 West 2320 South West Valley, UT 217 1,232 42 223 1,268 1,491
SOUTHERN NEW JERSEY
- -------------------
2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 45 285 1,568 1,853
2 Springdale Road Cherry Hill, NJ 127 701 16 127 717 844
4 Springdale Road (p) Cherry Hill, NJ 335 1,853 43 336 1,895 2,231
6 Springdale Road Cherry Hill, NJ 99 547 17 99 564 663
8 Springdale Road Cherry Hill, NJ 259 1,436 33 260 1,468 1,728
12 Springdale Road Cherry Hill, NJ 279 1,545 55 280 1,599 1,879
1 Esterbrook Lane Cherry Hill, NJ 43 238 7 43 245 288
16 Springdale Road Cherry Hill, NJ 241 1,336 40 242 1,375 1,617
5 Esterbrook Lane Cherry Hill, NJ 241 1,336 29 242 1,364 1,606
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS)
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
253-255 Welsh Pool Road 14 1975 (v)
151-161 Philips Road 24 1975 (v)
210 Philips Road 22 1975 (v)
215 Welsh Pool Road 20 1975 (v)
102 Pickering Way 94 1980 (v)
217 Welsh Pool Road 8 1975 (v)
216 Philips Road 25 1985 (v)
202 Philips Road 22 1972 (v)
110 Thousand Oaks Blvd 53 1987 (v)
20 McDonald Blvd 9 1988 (v)
30 McDonald Blvd 7 1988 (v)
PHOENIX
- -------
7340 South Kyrene Rd 230 1996 (v)
7350 S Kyrene Road 127 1996 (v)
7360 South Kyrene Rd 79 1996 (v)
7343 South Hardy Drive 174 1997 (v)
7333 South Hardy Drive 239 1997 (v)
3906 East Broadway Road 27
3908 East Broadway Road 20
PORTLAND
- --------
5687 International Way (r) 27 1974 (v)
5795 SW Jean Road (q) 25 1985 (v)
12130 NE Ainsworth Circle (p) 31 1986 (v)
5509 NW 122nd Ave (p) 14 1995 (v)
6105-6113 NE 92nd Avenue (r) 52 1978 (v)
8727 NE Marx Drive (q) 34 1987 (v)
3910 SW 170th Ave 7 1987 (v)
3388 SE 20th St. 4 1981 (v)
5962-5964 NE 87th Ave 4 1979 (v)
116 SE Yamhill 2 1974 (v)
9106 NE Marx Drive 2 1969 (v)
11620 NE Ainsworth Circle 9 1992 (v)
11824 NE Ainsworth Circle 10 1992 (v)
12124 NE Ainsworth Circle 12 1984 (v)
1735 SE Highway 20 11 1995 (v)
2715 SE Raymond 9 1971 (v)
1645 NE 72nd Ave 7 1972 (v)
1630 SE 8th Ave. 8 1968 (v)
9044 NE Marx Drive 5 1986 (v)
2443 SE 4th Ave. 9 1964 (v)
711 SE Stark St. 3 1972 (v)
11632 NE Ainsworth Circle 47 1990 (v)
NE 138th & Airport Way 55 1990 (v)
14699 NE Airport Way 14 1998 (v)
SALT LAKE
- --------- 97 1980 (v)
2255 South 300 West (t) 445 1981 (v)
512 Lawndale Drive (u) 21 1986 (v)
1270 West 2320 South 57 1986 (v)
1275 West 2240 South 17 1986 (v)
1288 West 2240 South 29 1986 (v)
2235 South 1300 West 23 1986 (v)
1293 West 2200 South 29 1986 (v)
1279 West 2200 South 52 1986 (v)
1272 West 2240 South 31 1986 (v)
1149 West 2240 South 31 1987 (v)
1142 West 2320 South
SOUTHERN NEW JERSEY
- ------------------- 29 1963 (v)
2-5 North Olnev Ave. 13 1968 (v)
2 Springdale Road 35 1963 (v)
4 Springdale Road (p) 10 1964 (v)
6 Springdale Road 27 1966 (v)
8 Springdale Road 32 1965 (v)
12 Springdale Road 5 1965 (v)
1 Esterbrook Lane 26 1967 (v)
16 Springdale Road 25 1966 (v)
5 Esterbrook Lane
</TABLE>
S-14
<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>
2 Pin Oak Lane Cherry Hill, NJ 317 1,757 39
6 Esterbrook Lane Cherry Hill, NJ 165 914 25
3 Computer Drive Cherry Hill, NJ 500 2,768 120
19 Perina Blvd. Cherry Hill, NJ 161 889 22
28 Springdale Road Cherry Hill, NJ 192 1,060 28
3 Esterbrook Lane Cherry Hill, NJ 199 1,102 225
4 Esterbrook Lane Cherry Hill, NJ 234 1,294 30
26 Springdale Road Cherry Hill, NJ 227 1,257 24
1 Keystone Ave. Cherry Hill, NJ 227 1,223 37
1919 Springdale Road Cherry Hill, NJ 232 1,286 35
21 Olnev Ave. Cherry Hill, NJ 69 380 16
19 Olnev Ave. Cherry Hill, NJ 202 1,119 38
2 Keystone Ave. Cherry Hill, NJ 216 1,194 42
18 Olnev Ave. Cherry Hill, NJ 250 1,382 44
22 Springdale Road Cherry Hill, NJ 526 2,914 192
1998 Springdale Road Cherry Hill, NJ 17 96 34
55 Carnegie Drive Cherry Hill, NJ 550 3,047 69
57 Carnegie Drive Cherry Hill, NJ 739 4,109 102
ST. LOUIS
- ---------
8921-8957 Frost Avenue Hazelwood, MO (d) 431 2,479 10
9043-9083 Frost Avenue Hazelwood, MO (d) 319 1,838 361
2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,261
1200 Andes Boulevard Olivette, MO 246 1,412 83
1248 Andes Boulevard Olivette, MO 156 907 52
1208-1226 Ambassador Boulevard Olivette, MO 235 1,351 1
1503-1525 Fairview Industrial Olivette, MO 112 658 110
2462-2470 Schuetz Road St. Louis, MO 174 1,004 1
10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 198
10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 13
11652-11666 Fairgrove Industrial Blvd St. Louis, MO 103 599 89
11674-11688 Fairgrove Industrial Blvd St. Louis, MO 118 689 27
2337 Centerline Drive Maryland Heights, MO 216 1,242 111
6951 N Hanley (p) Hazelwood, MO 405 2,295 1,437
4560 Anglum Road Hazelwood, MO 150 849 159
2760 South 1st Street St. Louis, MO 800 - 4,562
TAMPA
- -----
6614 Adamo Drive Tampa, FL 177 1,005 27
202 Kelsey Tampa, FL 602 3,409 129
6202 Benjamin Road Tampa, FL 203 1,151 70
6204 Benjamin Road Tampa, FL 432 2,445 194
6206 Benjamin Road Tampa, FL 397 2,251 158
6302 Benjamin Road Tampa, FL 214 1,212 97
6304 Benjamin Road Tampa, FL 201 1,138 116
6306 Benjamin Road Tampa, FL 257 1,457 99
6308 Benjamin Road Tampa, FL 345 1,958 132
5313 Johns Road Tampa, FL 204 1,159 66
5602 Thompson Center Court Tampa, FL 115 652 39
5411 Johns Road Tampa, FL 230 1,304 81
5525 Johns Road Tampa, FL 192 1,086 62
5607 Johns Road Tampa, FL 102 579 54
5709 Johns Road Tampa, FL 192 1,086 63
5711 Johns Road Tampa, FL 243 1,376 132
4410 E Adamo Drive Tampa, FL 523 2,962 220
4420 E Adamo Drive Tampa, FL 127 718 58
4430 E Adamo Drive Tampa, FL 333 1,885 169
4440 E Adamo Drive Tampa, FL 348 1,975 114
4450 E Adamo Drive Tampa, FL 253 1,436 115
5453 W Waters Avenue Tampa, FL 71 402 75
5455 W Waters Avenue Tampa, FL 307 1,742 145
5553 W Waters Avenue Tampa, FL 307 1,742 134
5501 W Waters Avenue Tampa, FL 154 871 63
5503 W Waters Avenue Tampa, FL 71 402 31
5555 W Waters Avenue Tampa, FL 213 1,206 67
5557 W Waters Avenue Tampa, FL 59 335 25
5463 W. Waters Ave Tampa, FL (l) 497 2,751 444
5903 Johns Road Tampa, FL 88 497 42
4107 N Himes Avenue Tampa, FL 568 3,220 162
5461 W. Waters Ave Tampa, FL 261 1,062
<CAPTION>
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/98
------------------------------ ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS)
- ---------------- ------ ----------- ----- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
2 Pin Oak Lane 319 1,794 2,113 33 1968 (v)
6 Esterbrook Lane 166 938 1,104 17 1966 (v)
3 Computer Drive 502 2,886 3,388 54 1966 (v)
19 Perina Blvd. 161 911 1,072 17 1966 (v)
28 Springdale Road 192 1,088 1,280 20 1967 (v)
3 Esterbrook Lane 200 1,326 1,526 25 1968 (v)
4 Esterbrook Lane 235 1,323 1,558 25 1969 (v)
26 Springdale Road 228 1,280 1,508 24 1968 (v)
1 Keystone Ave. 222 1,265 1,487 23 1969 (v)
1919 Springdale Road 233 1,320 1,553 25 1970 (v)
21 Olnev Ave. 69 396 465 7 1969 (v)
19 Olnev Ave. 203 1,156 1,359 21 1971 (v)
2 Keystone Ave. 217 1,235 1,452 24 1966 (v)
18 Olnev Ave. 251 1,425 1,676 26 1974 (v)
22 Springdale Road 528 3,104 3,632 69 1977 (v)
1998 Springdale Road 18 129 147 5 1971 (v)
55 Carnegie Drive 552 3,114 3,666 58 1988 (v)
57 Carnegie Drive 742 4,208 4,950 78 1987 (v)
ST. LOUIS
- ---------
8921-8957 Frost Avenue 431 2,489 2,920 280 1971 (v)
9043-9083 Frost Avenue 319 2,199 2,518 213 1970 (v)
2121 Chapin Industrial Drive 614 5,637 6,251 4,228 1969/87 (v)
1200 Andes Boulevard 319 1,422 1,741 159 1967 (v)
1248 Andes Boulevard 157 958 1,115 150 1967 (v)
1208-1226 Ambassador Boulevard 235 1,352 1,587 152 1966 (v)
1503-1525 Fairview Industrial 112 768 880 112 1967 (v)
2462-2470 Schuetz Road 174 1,005 1,179 113 1965 (v)
10431-10449 Midwest Industrial Blvd 237 1,558 1,795 187 1967 (v)
10751 Midwest Industrial Boulevard 193 1,132 1,325 128 1965 (v)
11652-11666 Fairgrove Industrial Blv 103 688 791 91 1966 (v)
11674-11688 Fairgrove Industrial Blv 118 716 834 94 1967 (v)
2337 Centerline Drive 216 1,353 1,569 158 1967 (v)
6951 N Hanley (p) 419 3,718 4,137 210 1965 (v)
4560 Anglum Road 161 997 1,158 44 1970 (v)
2760 South 1st Street 822 4,540 5,362 30 1997 (v)
TAMPA
- -----
6614 Adamo Drive 180 1,029 1,209 28 1967 (v)
202 Kelsey 619 3,521 4,140 95 1989 (v)
6202 Benjamin Road 211 1,213 1,424 32 1981 (v)
6204 Benjamin Road 454 2,617 3,071 75 1982 (v)
6206 Benjamin Road 416 2,390 2,806 64 1983 (v)
6302 Benjamin Road 224 1,299 1,523 37 1983 (v)
6304 Benjamin Road 209 1,246 1,455 39 1984 (v)
6306 Benjamin Road 269 1,544 1,813 42 1984 (v)
6308 Benjamin Road 362 2,073 2,435 55 1984 (v)
5313 Johns Road 213 1,216 1,429 33 1991 (v)
5602 Thompson Center Court 120 686 806 18 1972 (v)
5411 Johns Road 241 1,374 1,615 37 1997 (v)
5525 Johns Road 200 1,140 1,340 31 1993 (v)
5607 Johns Road 109 626 735 17 1991 (v)
5709 Johns Road 200 1,141 1,341 31 1990 (v)
5711 Johns Road 255 1,496 1,751 45 1990 (v)
4410 E Adamo Drive 550 3,155 3,705 85 1990 (v)
4420 E Adamo Drive 134 769 903 21 1990 (v)
4430 E Adamo Drive 345 2,042 2,387 54 1987 (v)
4440 E Adamo Drive 362 2,075 2,437 56 1988 (v)
4450 E Adamo Drive 266 1,538 1,804 41 1969 (v)
5453 W Waters Avenue 82 466 548 12 1987 (v)
5455 W Waters Avenue 326 1,868 2,194 50 1987 (v)
5553 W Waters Avenue 326 1,857 2,183 50 1987 (v)
5501 W Waters Avenue 162 926 1,088 25 1990 (v)
5503 W Waters Avenue 75 429 504 12 1990 (v)
5555 W Waters Avenue 221 1,265 1,486 34 1990 (v)
5557 W Waters Avenue 62 357 419 10 1990 (v)
5463 W. Waters Ave 560 3,132 3,692 78 1996 (v)
5903 Johns Road 93 534 627 14 1987 (v)
4107 N Himes Avenue 592 3,358 3,950 91 1990 (v)
5461 W. Waters Ave 262 1,061 1,323 4 1998 (v)
</TABLE>
S-15
<PAGE> 107
<TABLE>
<CAPTION>
COSTS GROSS AMOUNT CARRIED
(b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98
INITIAL COST SUBSEQUENT TO -------------------------------
LOCATION (a) ----------------- ACQUISITION BUILDING AND
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL
- ---------------- ------------ ------------ ---- --------- -------------- ---- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER
- -----
2800 Airport Road (s) Denton, TX 369 1,935 1,572 490 3,386 3,876
3501 Maple Street Abilene, TX 67 1,057 941 260 1,805 2,065
4200 West Harry Street (q) Wichita, KS 193 2,224 1,751 528 3,640 4,168
Industrial Park No. 2 West Lebanon, NH 723 5,208 175 776 5,330 6,106
931 Discovery Road Green Bay, WI 121 685 130 138 798 936
9580 Interport Dr Shreveport, LA 113 639 22 115 659 774
2675 Valley View Drive Shreveport, LA 144 - 5,080 277 4,947 5,224
300 10th Street NW Clarion, IA 35 - 2,727 165 2,597 2,762
DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND 53,583 3,460 5,639 56,103 6,579 62,682
-------- ---------- --------- -------- ---------- ----------
$386,448 $1,821,198 $ 336,318 $406,465 $2,137,499 $2,543,964 (x)
======== ========== ========= ======== ========== ==========
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
12/31/98 RENOVATED LIVES (YEARS)
--------------- ---------- ------------
<S> <C> <C> <C>
OTHER
- -----
2800 Airport Road (s) 1,195 1965 (v)
3501 Maple Street 630 1980 (v)
4200 West Harry Street (q) 1,275 1972 (v)
Industrial Park No. 2 1,866 1968 (v)
931 Discovery Road 31 1997 (v)
9580 Interport Dr 18 1989 (v)
2675 Valley View Drive 31 1997 (v)
300 10th Street NW 16 1997 (v)
- (w)
--------
DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND $175,886
========
</TABLE>
NOTES:
(a) See description of encumbrances in Note 6 to Notes to Consolidated
Financial statements.
(b) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(c) These properties are owned by the Securities Partnership. The
Securities Partnership guarantees the payment on the Series A Preferred
Stock of dividends and amounts upon redemption, liquidation,
dissolution or winding-up.
(d) These properties collateralize the 1995 Mortgage Loan.
(e) These properties collateralize the CIGNA Loan.
(f) These properties collateralize the Assumed Loans.
(g) This property collateralizes the LB Mortgage Loan II.
(h) This property collateralizes the Acquisition Mortgage Loan I.
(i) These properties collateralize the Acquisition Mortgage Loan II.
(j) These properties collateralize the Acquisition Mortgage Loan III.
(k) These properties collateralize the Acquisition Mortgage Loan IV.
(l) These properties collateralize the Acquisition Mortgage Loan V.
(m) These properties collateralize the Acquisition Mortgage Loan VI.
(n) These properties collateralize the Acquisition Mortgage Loan VII.
(o) These properties collateralize the Acquisition Mortgage Loan VIII.
(p) Comprised of two properties.
(q) Comprised of three properties.
(r) Comprised of four properties.
(s) Comprised of five properties.
(t) Comprised of seven properties.
(u) Comprised of 29 properties.
(v) Depreciation is computed based upon the following estimated lives:
Buildings and Improvements 31.5 to 40 years
Land Improvements 15 years
Furniture, Fixtures and Equipment 5 to 10 years
Tenant Improvements and Leasehold Improvements Life of lease
(w) These properties represent vacant land, developments and redevelopments
that have not been placed in service.
(x) Excludes $37,632 of Construction in Progress and $1,437 of Furniture,
Fixtures and Equipment.
At December 31, 1998, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $2.4
billion.
S-16
<PAGE> 108
FIRST INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As Of December 31, 1998
(Dollars in thousands)
The changes in total real estate assets for the three years ended December 31,
1998 are as follows:
<TABLE>
<CAPTION>
1998 1997 1997
----------- ----------- -----------
<S> <C> <C> <C>
Balance, Beginning of Year .................................................... $ 1,994,346 $ 1,050,779 $ 757,516
Acquisition, Construction Costs and Improvements .............................. 683,619 975,168 305,153
Disposition of Assets ......................................................... (94,932) (31,601) (11,890)
----------- ----------- -----------
Balance, End of Year .......................................................... $ 2,583,033 $ 1,994,346 $ 1,050,779
=========== =========== ===========
</TABLE>
The changes in accumulated depreciation for the three years ended December 31,
1998 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Balance, Beginning of Year .................................................... $ 121,030 $ 91,457 $ 68,749
Depreciation for Year ......................................................... 57,565 35,286 24,542
Disposition of Assets ......................................................... (2,709) (5,713) (1,834)
----------- ----------- -----------
Balance, End of Year .......................................................... $ 175,886 $ 121,030 $ 91,457
=========== =========== ===========
</TABLE>
S-17
<PAGE> 1
EXHIBIT 10.25
SEPARATION AGREEMENT
Separation Agreement made this 11th day of November, 1998 by and
between First Industrial Realty Trust, Inc., a Maryland corporation ("FR") and
Michael T. Tomasz ("Mr. Tomasz").
RECITALS
A. Mr. Tomasz is the President and Chief Executive Officer of FR and
various of its subsidiaries, pursuant to a certain Employment Agreement
(the "Employment Agreement") dated December 4, 1996 by and between FR
and Mr. Tomasz;
B. Mr. Tomasz is a member of the Board of Directors of FR and various of
its subsidiaries; and
C. Mr. Tomasz is desirous of resigning those positions to pursue other
interests, and FR is willing to accept such resignations, all on the
terms hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter contained, it is agreed by and between the
parties hereto as follows:
AGREEMENT
1. Upon this Separation Agreement becoming effective in accordance with
Paragraph 10 hereof, Mr. Tomasz will, and does hereby, resign all
offices and all directorships from FR and all of its affiliates and
subsidiaries including, without limitation, those entities set forth on
Exhibit A attached hereto and made a part hereof. Without limitation of
the foregoing, Mr. Tomasz hereby resigns as President and Chief
Executive Officer of FR.
2. Mr. Tomasz will immediately assign and transfer to any individual(s) or
entity(ies) designated by FR, all of his shares and other equity
interests in any subsidiary or affiliate of FR (other than his
retention of his OP Units in First Industrial, L.P.), including,
without limitation, those affiliated or subsidiary entities set forth
on Exhibit A. In furtherance of the foregoing, Mr. Tomasz will
immediately assign and transfer to Anthony Muscatello all of his shares
and other equity interests in FR Development Services, Inc. for a
purchase price of $1,000, to be paid in cash by Mr. Muscatello.
3. Mr. Tomasz shall be entitled to the following benefits and payments on
account of his separation of employment from FR and its affiliates and
subsidiaries, in lieu and in satisfaction and settlement of any and all
other benefits, payments and claims he might have under the Employment
Agreement or otherwise, on account of or in respect of his employment
and his separation of employment:
a. FR shall continue to pay Mr. Tomasz his current salary at the
rate of Three Hundred and Fifty Thousand Dollars ($350,000.00)
per annum through December 31, 1998. In addition, Mr. Tomasz will
be paid a bonus for 1998 in the amount of Four Hundred and Fifty
Thousand Dollars ($450,000.00).
b. FR will pay to Mr. Tomasz, as a lump sum severance payment, Two
Million Three Hundred Twenty Five Thousand Dollars
($2,325,000.00).
c. Notwithstanding the vesting schedule and the exercise time limits
otherwise presently applicable thereto, all of Mr. Tomasz's
options outstanding under the First Industrial Realty Trust Inc.
1994 and 1997 Stock Incentive Plans (317,000 shares) shall be
fully vested, and Mr. Tomasz shall have a period of 36 months
from the date of this Separation Agreement (i.e. by the close of
business on November 10, 2001) to exercise any such options,
failing which exercise such options shall automatically expire.
25
<PAGE> 2
d. All of Mr. Tomasz's awards outstanding under the First Industrial
Realty Trust, Inc. Deferred Income Plan ($285,288) shall be fully
vested, and Mr. Tomasz shall earn any accretions (estimated to be
$57,767) that would otherwise have accrued to his account through
December 31, 1998 had he still been employed by FR on that date.
e. Mr. Tomasz shall relinquish and forego any options to which he
might otherwise have been entitled under the First Industrial
Realty Trust Consolidation Incentive Plan and, in lieu thereof,
FR will award Mr. Tomasz options to purchase 13,700 shares of FR
common stock, at a strike price of $30 per share, to be exercised
if at all within 36 months of the date hereof (i.e. by the close
of business on November 10, 2001).
f. With respect to all restricted stock owned by Mr. Tomasz pursuant
to the First Industrial Realty Trust Inc. 1997 Stock Incentive
Plan (31,841 shares, including both shares acquired through
grants and through conversion of equity in options granted under
the 1994 Stock Incentive Plan): (i) FR waives any and all rights
and options it might have now or in the future to reacquire or
repurchase those shares and (ii) for purposes of lapse and
extinguishment of any and all applicable transfer and other
ownership restrictions, Mr. Tomasz shall be deemed to have
voluntarily terminated service with FR as of the date hereof.
g. All monies payable to Mr. Tomasz under Subparagraphs 3(a) [as to
bonus only], (b) and (d) hereof shall be paid to him in a lump
sum, on (but not before) January 2, 1999, subject to Subparagraph
(i) below.
h. FR shall continue for Mr. Tomasz (provided and only to the extent
that such items are not available to him by virtue of other
employment or positions secured after the date hereof) the
"Post-Termination Perquisites and Benefits" (as defined in
Section 3(b)(i)(z) of the Employment Agreement) for a period of
36 months after the date hereof; provided, however, that the
parties acknowledge that the obligation to provide non-exclusive
secretarial assistance, office space and accoutrements may be
satisfied by the provision of such space and services at a
so-called "Executive Center," or other commercial shared office
suite facility.
i. FR shall withhold from all amounts paid to Mr. Tomasz hereunder
all federal and state taxes applicable to wages and salaries or
compensation payable to employees.
4. Mr. Tomasz agrees that he shall be bound by and conform his future
conduct with the provisions of Section 4 (Confidentiality and Loyalty)
of the Employment Agreement.
5. Mr. Tomasz agrees that he shall be bound by the provisions of Section 5
(Non-Competition Covenant) of the Employment Agreement for the full
term of the restrictive period described therein, being 36 months from
the date hereof, with the following sole exception: Mr. Tomasz will not
be in violation of the restrictive covenants of said Section 5 on
account of his acquisition, for his own and sole account, of any real
property or interest therein, using only his own financial resources
and credit to consummate such purchase. For purposes of this paragraph,
"for his own account" shall include any interest acquired by Mr.
Tomasz's immediate family and/or trusts for the benefit of him and his
immediate family, but shall preclude the ownership, directly or
indirectly, of any equity or participating interest in such property,
or in any entity directly or indirectly owning such property or owning
an interest in any entity owning such property, by any person or entity
whatsoever other than Mr. Tomasz, his immediate family and trusts for
their benefit. For purposes hereof, ownership of equity or any
participating interest shall include not only any outright ownership of
an equity or participating interest, but also any otherwise
characterized de facto or synthetic ownership of such interest, whether
nominally characterized as participating or convertible debt, a
participating leasehold estate or otherwise.
6. The provisions of Section 8 ("Indemnification") of the Employment
Agreement shall continue to be binding upon FR and Mr. Tomasz.
2
<PAGE> 3
7. Immediately upon this Separation Agreement becoming effective in
accordance with Paragraph 10 hereof, the parties will issue a joint
press release in the form of Exhibit B attached hereto and made a part
hereof, and will agree to issue no other press release or make any
other public communication with respect to Mr. Tomasz's employment or
separation from employment; provided, however, that FR shall be
entitled to make requisite and appropriate public disclosure of the
terms of this Separation Agreement, without Mr. Tomasz's consent or
approval, as required under applicable statutes, and the rules and
regulations of the Securities and Exchange Commission, the New York
Stock Exchange and other governmental agencies and bodies having
jurisdiction over FR. Additionally, each party hereto agrees to refrain
from publicly making any disparaging or other negative statements about
the other, it being the intention of this Separation Agreement that
neither party be blamed or disparaged or characterized as being
culpable with respect to Mr. Tomasz's employment and/or this separation
from employment.
8. FR agrees to use its best efforts to consummate the pending deferred
exchange real estate transactions between Mr. Tomasz and an affiliate
of FR, pursuant to the so-called "FR Exchange" program, and on the
terms presently contemplated and approved by the FR Board of Directors.
9. For so long as Mr. Tomasz is required to file statements indicating his
ownership pursuant to Section 16 of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder by the U.S.
Securities and Exchange Commission with respect to the equity
securities of FR, Mr. Tomasz shall: (i) promptly (and in any case
within 2 days) report to the Chief Financial Officer of FR, any
transaction by him in, or other change in his beneficial ownership of,
such securities; (ii) timely and properly execute and file any such
required statements utilizing forms prepared on his behalf by the Chief
Financial Officer of FR; and (iii) neither execute nor file any such
forms except as may be prepared on his behalf by the Chief Financial
Officer of FR, except to the extent necessary to timely comply with his
legal obligations.
10. This Separation Agreement, and all rights and obligations of the
parties hereto, shall only become effective upon the approval and
acceptance thereof by the Board of Directors of FR on or before 11:59
p.m. Central Standard Time on November 11, 1998. In the event that, for
any reason whatsoever, such Board of Directors has not approved and
accepted this Separation Agreement on or before that time (and notified
Mr. Tomasz of such approval on or before the close of business on
November 12, 1998), this Separation Agreement shall be null and void,
and neither party shall have any rights or obligations with respect
thereto.
11. (a) Mr. Tomasz, and his affiliates and all parties claiming by, through
or under him, and their respective heirs, personal representatives,
predecessors, successors and assigns (collectively the "Tomasz
Releasors"), do hereby fully release, remise, acquit and forever
discharge FR, its parent, subsidiaries and affiliates, and its and
their past, present and future officers, directors, employees,
servants, attorneys, representatives and managers, and all of the
heirs, personal representatives, predecessors, successors and assigns
of each of the foregoing (collectively, the "FR Releasees") of and from
any and all claims, demands, rights, causes or causes of action,
manners of action, suits, debts, sums of money, accounts, bills,
covenants, undertakings, damages, executions, judgments, costs and
expenses, whatsoever, whether known or unknown, matured, unmatured or
contingent, potential or direct, at law or in equity, whether arising
by statute, common law or otherwise, from the beginning of time to the
Effective Date set out in Paragraph 10, that the Tomasz Releasors had,
may now have or may have in the future (collectively, the "Tomasz
Released Claims") including without limitation any such claims (i)
arising out of or relating to the Employment Agreement; (ii) arising
out of or relating to Mr. Tomasz's employment with and/or separation
from FR and its affiliates and subsidiaries; (iii) arising under or
relating to the Employer's policies and procedures, whether formal or
informal; the United States or any state constitution; Title VII of the
Civil Rights Act of 1964, as amended; the Civil Right Act of 1991; the
Illinois Human Right Act; the Employee Retirement Income Security Act
of 1974, as amended; the Age Discrimination in Employment Act; the
Americans With Disabilities Act; Executive Order 11246; and any other
federal, state or local statute, ordinance or regulation with respect
to employment; and/or (iv) arising out of or relating to any other
thing or matter whatsoever; provided, however, that, notwithstanding
the foregoing, it is agreed and understood that nothing contained in
this subparagraph (a) shall release any of the FR Releasees from, and
the Tomasz Released Claims do not include, (x) any claim, undertaking,
duty, obligation or liability under this Separation Agreement
including,
3
<PAGE> 4
without limitation Paragraph 6 hereof, and/or (y) any claim,
undertaking, duty, obligation or liability under any documents
executed and delivered under or in connection with the Separation
Agreement.
(b) FR, on behalf of itself and its affiliates and subsidiaries, all
parties claiming by, through or under any of the foregoing, and any and
all of their respective heirs, personal representatives, predecessors,
successors and assigns (collectively, the FR Releasors") do hereby
fully release, remise, acquit and forever discharge Mr. Tomasz, his
agents, servants, attorneys, and personal representatives, and all of
their respective heirs, personal representatives, predecessors,
successors and assigns (collectively, the "Tomasz Releasees") of and
from any and all claims, demands, rights, causes or causes of action,
manners of action, suits, debts, sums of money, accounts, bills,
covenants, undertakings, damages, executions, judgments, costs and
expenses, whatsoever, whether known or unknown, matured, unmatured or
contingent, potential or direct, at law or in equity, whether arising
by statute, common law or otherwise, from the beginning of time to the
Effective Date set forth in paragraph 10, that the FR Releasors had,
may now have or may have in the future, (collectively, the "FR Released
Claims") including without limitation any such claims (i) arising out
of or relating to the Employment Agreement; (ii) arising out of or
relating to Mr. Tomasz's employment and/or separation from FR and its
affiliates and subsidiaries; and/or (iii) arising out of or relating to
any other thing or matter whatsoever; provided, however, that
notwithstanding the foregoing, it is agreed and understood that nothing
contained in this subparagraph (b) shall release any of the Tomasz
Releasees from, and the FR Released Claims do not include, (x) any
claim, undertaking, duty, obligation or liability under this Separation
Agreement, (y) any claim, undertaking, duty, obligation or liability
under any documents executed and delivered under or in connection with
this Separation Agreement and/or (z) any acts of criminal wrongdoing or
fraud by Mr. Tomasz in connection with his employment at or
relationship with FR and its affiliates and subsidiaries.
12. This Separation Agreement is intended to and does supersede and replace
any and all rights, obligations and claims of the parties under the
Employment Agreement, or otherwise, with respect to Mr. Tomasz's
employment and his separation from employment, except with respect to
continuing rights of FR and obligations of Mr. Tomasz herein
specifically reserved.
13. This Separation Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors,
representatives and assigns.
14. This Separation Agreement constitutes the entire agreement between the
parties respecting the subject matter hereof, and supersedes all prior
negotiations, undertakings, agreements and arrangements with respect
thereto, whether written or oral, except with respect to continuing
rights of FR and obligations of Mr. Tomasz herein specifically
reserved. This Separation Agreement may not be amended or modified
except by a written agreement signed by Mr. Tomasz and FR. Only the
Chairman of the Board or the President and Chief Executive Officer of
FR may execute any such amendment or modification on behalf of FR.
15. This Separation Agreement shall be construed in accordance with the
laws of the State of Illinois, without reference to the law regarding
conflicts of law.
16. All notices given pursuant to this Separation Agreement shall be given
in writing and shall be deemed given when received. Notices may be
personally delivered, or delivered by overnight courier service or by
facsimile. Notices to FR shall be addressed to the principal
headquarters of FR (Facsimile No. (312) 344-4325), to the joint
attention of the Chairman and the Chief Executive Officer, with a copy
to FR's counsel, Barack Ferrazzano Kirschbaum Perlman & Nagelberg, 333
West Wacker Drive, Suite 2700, Chicago, Illinois 60606 (Facsimile No.
(312) 984-3150), Attention: Dennis A. Ferrazzano. Notices to Mr. Tomasz
shall be sent to the address set forth below Mr. Tomasz's signature on
this Separation Agreement, with a copy to his counsel, Goldberg Kohn
Bell Black Rosenbloom & Moritz, 55 East Monroe Street, Suite 3700,
Chicago, Illinois 60606 (Facsimile No. (312) 332-2196), Attention:
Dennis B. Black. Any party may change its notice address by notice
given as above provided to the other party.
4
<PAGE> 5
17. This Separation Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Separation
Agreement as of the day and year first above written.
FIRST INDUSTRIAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ MICHAEL W. BRENNAN
---------------------------------
Michael W. Brennan,
Chief Operating Officer
/s/ MICHAEL T. TOMASZ
------------------------------------
MICHAEL T. TOMASZ
2236 North Burling
Chicago, Illinois 60614
Facsimile No. (773) 665-9294
5
<PAGE> 6
EXHIBIT A
FIRST INDUSTRIAL - SUMMARY OF POSITIONS - MICHAEL TOMASZ
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
ENTITY NAME POSITION
---------------------------------------------------------------------------------------------------
<S> <C>
First Industrial Realty Trust, Inc. [Sole general partner of First Industrial, CEO, President
L.P.] and Director
---------------------------------------------------------------------------------------------------
First Industrial Securities Corporation [sole general Partner of First CEO, President
Industrial Securities, L.P.] and Director
---------------------------------------------------------------------------------------------------
First Industrial Pennsylvania Corporation [sole general partner of First CEO,
Industrial Pennsylvania, L.P.] President
and sole Director
---------------------------------------------------------------------------------------------------
First Industrial Harrisburg Corporation [sole general partner of First CEO, President
Industrial Harrisburg, L.P.] and sole Director
---------------------------------------------------------------------------------------------------
First Industrial Finance Corporation [sole general partner of First Industrial CEO,
Financing Partnership, L.P.] President
and Director
---------------------------------------------------------------------------------------------------
First Industrial Mortgage Corporation [sole general partner of First Industrial CEO
Mortgage Partnership, L.P.] President
and Director
---------------------------------------------------------------------------------------------------
FI Development Services Corporation [sole general partner of First Industrial Director
Development Services, L.P.]
---------------------------------------------------------------------------------------------------
First Industrial Indianapolis Corporation [sole general partner of First CEO, President
Industrial Indianapolis, L.P.]
---------------------------------------------------------------------------------------------------
First Industrial Management Corporation CEO and
sole Director
---------------------------------------------------------------------------------------------------
FR Acquisitions, Inc. CEO, President
and sole Director
---------------------------------------------------------------------------------------------------
FR Development Services, Inc. Director
---------------------------------------------------------------------------------------------------
First Industrial Florida Finance Corporation CEO, President
and Director
---------------------------------------------------------------------------------------------------
First Industrial Enterprises of Michigan
---------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
EXHIBIT B
PRESS RELEASE
FIRST INDUSTRIAL NAMES MICHAEL W. BRENNAN PRESIDENT
AND CHIEF EXECUTIVE OFFICER
CHICAGO, November 11, 1998 - First Industrial Realty Trust, Inc. (NYSE:FR) has
announced that Michael T. Tomasz, 56, has resigned as the Company's President
and Chief Executive Officer and as a Director to pursue other personal and
business interests. Effective immediately, the Board of Directors has appointed
Michael W. Brennan, 41, as President and Chief Executive Officer.
Brennan, a co-founder and Director of First Industrial, previously served as
Chief Operating Officer. Before co-founding First Industrial, Brennan served as
a president and executive officer in two of the Company's predecessors. Brennan
has 19 years of experience in industrial real estate operations, investment and
management.
Tomasz commented, "To achieve First Industrial's next level of success, I
believe this is a well-timed opportunity for me to step down and usher in a new
era of leadership. Mike Brennan as both COO of the Company and my close partner
for 12 years, has proven himself dynamic, dedicated and resourceful. He will do
an excellent job managing the organization, which is primed to build upon and
operate its national franchise. I have every confidence that Mike, in his
expanded role, will further promote First Industrial's operational excellence."
Brennan said, "Mike Tomasz has built First Industrial from its inception in 1994
to a national, $2.7 billion corporation. I would like to thank him for his
vision to establish First Industrial as the country's premier owner and operator
of industrial real estate. He has graciously agreed to be available to consult
with the Company during this transition period. I am very pleased to be able to
serve in this more extensive capacity and continue this vision."
First Industrial Realty Trust, Inc. is a fully integrated, self-advised real
estate company that owns and operates 70 million square feet of industrial real
estate in the U.S. The Company's strategy is to create shareholder value through
the operation of its national franchise, focusing on superior localized customer
service, operational efficiencies, low-risk developments, and strategic and
opportunity-driven acquisitions.
7
<PAGE> 1
EXHIBIT 12.1
FIRST INDUSTRIAL REALTY TRUST, INC
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income from Operations Before Income
Allocated to Minority Interest,
Disposition of Interest Rate Protection
Agreements and Restructuring and
Abandoned Pursuit Costs Charge ............... $ 100,725 $ 64,949 $ 36,524 $ 19,756 $ 8,855
Plus: Interest Expense and Amortization
of Interest Rate Protection Agreements
and Deferred Financing Costs ................. 72,750 52,671 32,240 33,029 26,461
---------- -------- -------- -------- --------
Earnings Before Income Allocated to
Minority Interest, Disposition of
Interest Rate Protection Agreements,
Restructuring and Abandoned Pursuit Costs
Charge and Fixed Charges ..................... $ 173,475 117,620 68,764 52,785 35,316
========== ======== ======== ======== ========
Fixed Charges and Preferred Stock
Dividends (a) ................................ $ 107,003 $ 65,678 $ 36,660 $ 33,821 $ 26,511
========== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends (b) ................ 1.62x 1.79x 1.88x 1.56x 1.33x
========== ======== ======== ======== ========
</TABLE>
(a) There was no preferred stock outstanding prior to November, 1995
(b) For purposes of computing the ratios of earnings to fixed charges and
preferred stock dividends, earnings have been calculated by adding
fixed charges (excluding capitalized interest) to income from
operations before income allocated to minority interest, 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 21.1
FIRST INDUSTRIAL REALTY TRUST, INC.
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
STATE OF
INCORPORATION
NAME FORMATION REGISTERED NAMES IN FOREIGN JURISDICTIONS
- ------------------------------------------------ ------------- -------------------------------------------------
<S> <C> <C>
First Industrial, L.P. Delaware First Industrial (Alabama), Limited Partnership
First Industrial (Michigan), Limited Partnership
First Industrial (Minnesota), Limited Partnership
First Industrial (Tennessee), L.P.
First Industrial Limited Partnership
First Industrial Finance Corporation Maryland N/A
First Industrial Financing Partnership, L.P. Delaware First Industrial Financing Partnership, Limited
Partnership
First Industrial Financing Partnership (Alabama),
Limited Partnership
First Industrial Financing Partnership (Minnesota),
Limited Partnership
First Industrial Financing Partnership (Wisconsin),
Limited Partnership
First Industrial Management Corporation Maryland N/A
First Industrial Enterprises of Michigan, Inc. Michigan N/A
(Formerly Damone/Andrew Enterprises, Inc.)
First Industrial Group of Michigan, Inc. Michigan N/A
(Formerly Damone/Andrew Enterprises, Inc.)
First Industrial of Michigan, Inc. (Formerly Michigan N/A
Damone/Andrew Incorporated)
First Industrial Associates of Michigan, Inc. Michigan N/A
(Formerly Damone/Andrew Associates, Inc.)
First Industrial Construction Company of Michigan N/A
Michigan, Inc. (Formerly Damone/Andrew
Construction Company)
FR Acquisitions, Inc. Maryland FIR Acquisitions, Inc.
First Industrial Pennsylvania Corporation Maryland N/A
First Industrial Pennsylvania, L.P. Delaware N/A
First Industrial Harrisburg Corporation Maryland N/A
First Industrial Harrisburg, L.P. Delaware N/A
First Industrial Securities Corporation Maryland N/A
First Industrial Securities, L.P. Delaware First Industrial Securities, Limited Partnership
First Industrial Mortgage Corporation Maryland N/A
First Industrial Mortgage Partnership, L.P. Delaware First Industrial MP, L.P.
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
First Industrial Indianapolis Corporation Maryland N/A
First Industrial Indianapolis, L.P. Delaware N/A
FI Development Services Corporation Maryland N/A
(Formerly First Industrial Development
Services, Inc.)
First Industrial Development Services, L.P. Delaware N/A
(Formerly First Industrial Development
Services Group, L.P.)
FI Development Services Group, L.P. Delaware N/A
FR Development Services, L.L.C. Delaware N/A
FR Development Services, Inc. Maryland N/A
(Formerly First Industrial Development
Services Group, L.P.)
FR Brokerage Services, Inc. Maryland N/A
(Formerly First Industrial Colorado, Inc.)
FR Management Services, Inc. Maryland N/A
(Formerly Pacifica Commercial Brokerage Group, Inc.)
First Industrial Florida Finance Corporation Maryland N/A
TK-SV, Ltd. Florida N/A
First Industrial Telecommunications, L.L.C. Delaware N/A
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of First Industrial Realty Trust, Inc. on Form S-3 (File No.s
33-95190, 333-03999, 333-21887, 333-57355, 333-43641, 333-64743 and 333-53835)
and on Form S-8 (File No.s 33-95188, 333-36699 and 333-45317) of our reports
dated February 16, 1999, on our audits of the consolidated financial statements
of First Industrial Realty Trust, Inc. as of December 31, 1998 and 1997, and for
the years ended December 31, 1998, 1997 and 1996 and the financial statement
schedule as of December 31, 1998, which is included in this Annual Report on
Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 16, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL REALTY TRUST, INC. FOR THE YEAR ENDED
DECEBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 21,823
<SECURITIES> 0
<RECEIVABLES> 11,982
<ALLOWANCES> (2,000)
<INVENTORY> 0
<CURRENT-ASSETS> 31,805
<PP&E> 2,583,033
<DEPRECIATION> (175,886)
<TOTAL-ASSETS> 2,272,163
<CURRENT-LIABILITIES> 100,044
<BONDS> 1,191,882
379
0
<COMMON> 18
<OTHER-SE> 1,054,379
<TOTAL-LIABILITY-AND-EQUITY> 2,554,462
<SALES> 0
<TOTAL-REVENUES> 349,702
<CGS> 0
<TOTAL-COSTS> (98,934)
<OTHER-EXPENSES> (89,646)
<LOSS-PROVISION> (550)
<INTEREST-EXPENSE> (71,833)
<INCOME-PRETAX> 77,697
<INCOME-TAX> 0
<INCOME-CONTINUING> 77,697
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (1,976)
<NET-INCOME> 75,721
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
