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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
---------------- -----------------
Commission File Number 1-13102
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 36-3935116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 N. WACKER DRIVE, SUITE 150, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 704-9000
(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)
9 1/2% SERIES A CUMULATIVE PREFERRED STOCK
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No___.
Indicate by 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 stock held by nonaffiliates of the
Registrant was approximately $942.9 million based on the closing price on the
New York Stock Exchange for such stock on March 20, 1997.
At March 20, 1997, 30,051,117 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 14, 1997.
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FIRST INDUSTRIAL REALTY TRUST, INC.
TABLE OF CONTENTS
PAGE
----
PART I.
Item 1.
Business.................................................................................................. 2
Item 2. The Properties.................................................................................... 6
Item 3. Legal Proceedings................................................................................. 17
Item 4.Submission of Matters to a Vote of Security Holders................................................ 17
PART II.
Item 5.Market for Registrant's Common Equity and Related Stockholder Matters.............................. 18
Item 6.Selected Financial and Operating Data.............................................................. 18
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 20
Item 8. Financial Statements and Supplementary Data....................................................... 25
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.............. 25
PART III.
Item 10.Directors and Executive Officers of the Registrant................................................ 26
Item 11.Executive Compensation............................................................................ 26
Item 12.Security Ownership of Certain Beneficial Owners and Management.................................... 26
Item 13.Certain Relationships and Related Transactions.................................................... 26
PART IV.
Item 14.Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K.............. 26
SIGNATURES................................................................................................ 33
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This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1993, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of complying with these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
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 and general accounting principles, policies and
guidelines applicable to REITs. 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.
PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial Realty Trust, Inc. ("First Industrial" or the "Company")
is a self-administered and fully integrated real estate company which owns,
manages, acquires 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 bulk warehouse and
light industrial properties which contained an aggregate of 17.4 million square
feet of gross leasable area ("GLA"). As of December 31, 1996, the Company's
portfolio consisted of 379 in-service bulk warehouse and light industrial
properties containing approximately 32.7 million square feet of GLA located in
14 states, principally in the midwestern portion of the United States.
The Company's interests in its properties 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 Harrisburg, L.P. (the "Harrisburg
Partnership"), and First Industrial Indianapolis, L.P. (the "Indianapolis
Partnership"), each of which a wholly-owned subsidiary of the Company is the
sole general partner and the Operating Partnership is the sole limited partner.
The Company's initial interest in the Operating Partnership was obtained
in connection with the Initial Offering in exchange for the contribution of
substantially all of the net proceeds thereof. Immediately prior to the
Initial Offering, the Operating Partnership, which had previously been
controlled by members of The Shidler Group, owned 23 properties. In connection
with the Initial Offering, (1) entities affiliated with First Industrial
Chairman of the Board Jay H. Shidler and other members of The Shidler Group
contributed to the Operating Partnership 30 additional properties and the
assets of certain property management operations and received $3.2 million in
cash and ownership of 2,306,399 shares of the Company's common stock and
830,017 limited partnership interests in the Operating Partnership ("Units")
having an aggregate value of $73.7 million (based on the initial public
offering price of $23.50) and the assumption by the Operating Partnership of
$107.4 million of indebtedness owed to affiliates of Jay H. Shidler and other
members of The Shidler Group, (2) businesses of which First Industrial
Executive Officers Michael G. Damone and Anthony Muscatello, and former Senior
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Regional Director Steven B. Hoyt were principals contributed to the Operating
Partnership 97 properties in the Detroit, central Pennsylvania and
Minneapolis/St. Paul areas, respectively, and certain property management
operations (such businesses, together with The Shidler Group, the "Contributing
Businesses") and received $3.9 million in cash, 475,710 Units having a value of
$11.2 million (based on the initial public offering price of $23.50) and the
assumption of $131.4 million of indebtedness, (3) the Company and the Operating
Partnership contributed a portion of the net proceeds of the Initial Offering
to the Financing Partnership, (4) the Financing Partnership entered into the
1994 Mortgage Loan (as hereinafter defined) and (5) the Operating Partnership
and the Financing Partnership acquired 76 additional properties from
unaffiliated third parties.
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").
The Company is continuing and expanding the midwestern industrial property
business of The Shidler Group, a national organization with over 20 years
experience in the industrial real estate business. The Company's Chairman of
the Board and senior executive officers have an average of 19 years of business
experience. The Company utilizes an operating approach which combines the
effectiveness of locally based, or decentralized, property management,
acquisition and development functions with the cost efficiencies of centralized
acquisition and development support, capital markets expertise, asset
management and fiscal control systems. At December 31, 1996, the Company had
106 employees.
The Company has grown and will seek to continue to grow through the
acquisition of additional industrial properties and businesses, and through the
development, primarily on a pre-leased basis, of build-to-suit properties.
BUSINESS OBJECTIVES AND GROWTH PLANS
First Industrial'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:
- - 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 operating expenses; and (iv) renovating existing properties.
- - 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 primarily build-to-suit properties;
and (iii) the expansion of its properties.
BUSINESS STRATEGIES
First Industrial utilizes the following seven strategies in connection
with the operation of its business:
- - Organization Strategy. The Company implements its decentralized property
operations strategy through the use of experienced regional management
teams and local property managers. Each operating region is headed by a
senior regional director, who is a senior executive officer of, and has an
equity interest in, the Company. The Company provides acquisition and
financing assistance, property management oversight and financial
reporting functions from its headquarters in Chicago 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.
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5
- - Market Strategy. The Company invests in markets where it can achieve size
and economies of scale. By focusing on specific markets, properties can
be added without incurring appreciable increases in overhead. Based on
the size of its portfolios in its current markets, which as of December
31, 1996 averaged approximately 2.1 million square feet per market, and
the experience of its senior regional directors, the Company believes that
it has sufficient market presence and resources to compete effectively.
As of December 31, 1996, the Company owned portfolios in the metropolitan
areas of Minneapolis/St. Paul, Minnesota; Detroit, Michigan; Atlanta,
Georgia; Chicago, Illinois; Grand Rapids, Michigan; Indianapolis, Indiana;
Central Pennsylvania; Nashville, Tennessee; St. Louis, Missouri; Columbus,
Ohio; Cincinnati, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; Dayton,
Ohio; and Cleveland, Ohio.
- - 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.
- - Acquisition Strategy. The primary focus of First Industrial's acquisition
strategy is to acquire properties in its current markets to capitalize on
local market expertise and maximize operating effectiveness and
efficiencies. As appropriate opportunities arise, the Company will
acquire additional properties in other markets where it can achieve
sufficient size and scale as well as hire top-quality management.
- - Development Strategy. Of the 379 buildings in First Industrial's
portfolio at December 31, 1996, 99 have been developed by its current or
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 a new subsidiary
("FI Development Services Group, Inc.") to focus on development
activities.
- - Disposition Strategy. The Company continually evaluates local market
conditions and property-related factors and will sell a property when it
believes it is to the Company's advantage to do so.
- - Financing Strategy. The Company believes that the size of its portfolio,
the diversity of its buildings 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 of those markets.
RECENT DEVELOPMENTS
In 1996, the Company acquired or completed development of 114 properties
for a total estimated investment of approximately $262.0 million. Also, in
1996, the Company improved its capital structure by (1) issuing 5.175 million
shares (inclusive of the underwriters' over-allotment option) of common stock
on February 2, 1996, at a purchase price to the public of $22 per share. The
net proceeds of $106.3 million were used to repay outstanding borrowings
totaling $59.4 million and fund property acquisitions; (2) issuing 5.75 million
shares (inclusive of the underwriters' over-allotment option) of common stock
on October 25, 1996, at a purchase price to the public of $25.50 per share.
The net proceeds of $137.7 million were used to repay outstanding borrowings of
$84.2 million and fund property acquisitions; and (3) terminating its $150
million secured revolving credit facility ("1994 Acquisition Facility") and
entering into a $200 million unsecured revolving credit facility ("1996
Unsecured Acquisition Facility"). The 1996 Unsecured Acquisition Facility
initially bears interest at LIBOR plus 1.10% which is .65 percentage points
less than the interest rate of LIBOR plus 1.75% borne by the 1994 Acquisition
Facility.
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Subsequent to December 31, 1996, the Company purchased 45 properties
containing an aggregate of 3.9 million square feet of GLA for approximately
$164.3 million, or $42 per square foot. The purchase price consisted of
approximately $110.3 million cash, Operating Partnership units valued at
approximately $49.5 million and assumed debt of approximately $4.5 million.
FUTURE ACQUISITIONS AND DEVELOPMENT
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 a number of properties located in the
Company's current markets and other markets into which the Company may expand.
When evaluating potential acquisitions and development, the Company will
consider such factors as: (i) the geographic area and type of property; (ii)
the location, construction quality, condition and design of the property; (iii)
the potential for capital appreciation of the property; (iv) the ability of the
Company to improve the property's performance through renovation; (v) the terms
of tenant leases, including the potential for rent increases; (vi) the
potential for economic growth and the tax and regulatory environment of the
area in which the property is located; (vii) the potential for expansion of the
physical layout of the property and/or the number of sites; (viii) the
occupancy and demand by tenants for properties of a similar type in the
vicinity; and (ix) competition from existing properties and the potential for
the construction of new properties in the area.
INDUSTRY
Industrial properties are typically used for the design, assembly,
packaging, storage and distribution of goods and/or the provision of services.
As a result, the demand for industrial space in the United States is related to
the level of economic output. Historically, occupancy rates for industrial
property in the United States have been higher than those for other types of
commercial property. The Company believes that the higher occupancy rate in
the industrial property sector is a result of the construction-on-demand nature
of, and the comparatively short development time required for, industrial
property.
Overall, the midwest region (where approximately 74% of the properties
owned at December 31, 1996 and 68% of the properties owned at March 27, 1997
are located) has had the highest average occupancy rate for industrial
properties of the major regions in the United States since 1992, according to
CB Commercial Real Estate Group, Inc.'s industry index, which measures the
supply of available space in large industrial buildings in the major geographic
regions of the United States.
INDUSTRIAL SPACE OCCUPANCY RATES BY REGION
DECEMBER 31,
---------------------------------
REGION 1992 1993 1994 1995 1996
- ------ ---- ---- ---- ---- ----
Midwest.................................................................... 93.2% 92.8% 93.9% 95.1% 94.3%
East....................................................................... 90.7 91.6 91.7 92.1 91.6
South...................................................................... 90.8 91.4 91.7 90.9 90.5
West....................................................................... 90.7 91.0 92.5 93.0 93.3
United States.............................................................. 91.3 91.7 92.6 93.1 92.7
- -----------
Source: CB Commercial Real Estate Group, Inc.
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ITEM 2. THE PROPERTIES
GENERAL
At December 31, 1996, First Industrial owned 379 in-service properties
containing approximately 32.7 million square feet of GLA in 14 states, with a
diverse base of more than 990 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, 1996 was
approximately 11 years.
The Company classifies its properties into two industrial categories:
bulk warehouse and light industrial. The Company's bulk warehouse properties
are generally used for bulk storage of materials and manufactured goods and its
light industrial properties are generally used for the design, assembly,
packaging and distribution of goods and, in some cases, the provision of
services. Each of the properties is wholly owned by the Company. The
following table summarizes certain information as of December 31, 1996 with
respect to the Company's properties. Information in the table excludes
properties under development at December 31, 1996.
PROPERTY SUMMARY
BULK WAREHOUSE LIGHT INDUSTRIAL TOTAL
------------------------ ----------------------- -------------------------------------
GLA AS A %
NUMBER OF NUMBER OF NUMBER OF OCCUPANCY OF TOTAL
METROPOLITAN AREA GLA PROPERTIES GLA PROPERTIES GLA PROPERTIES AT 12/31/96 PORTFOLIO
- ----------------- --- ---------- --- ---------- --- ---------- ----------- ----------
Minneapolis/St. Paul 1,864,987 16 2,911,474 41 4,776,461 57 97% 15%
Detroit 2,211,563 57 2,485,991 59 4,697,554 116 94% 14%
Atlanta 3,527,237 18 507,731 9 4,034,968 27 94% 12%
Chicago 2,914,002 19 1,071,210 13 3,985,212 32 98% 12%
Grand Rapids 2,769,591 22 40,400 3 2,809,991 25 92% 9%
Indianapolis 1,659,630 6 1,063,780 25 2,723,410 31 98% 8%
Central PA (1) 1,744,699 12 681,008 13 2,425,707 25 99% 7%
Nashville 1,299,040 7 227,267 3 1,526,307 10 100% 5%
St. Louis 873,095 15 385,713 3 1,258,808 18 100% 4%
Columbus 1,110,334 2 56,849 1 1,167,183 3 99% 4%
Cincinnati 951,080 3 111,375 5 1,062,455 8 97% 3%
Des Moines 878,992 5 --- --- 878,992 5 100% 3%
Other (2) 301,355 4 378,603 6 679,958 10 100% 2%
Milwaukee --- --- 306,563 6 306,563 6 100% 1%
Dayton --- --- 264,000 5 264,000 5 98% 1%
Cleveland --- --- 102,500 1 102,500 1 100% 0%
---------- ------ ---------- ---------- ------------- ------- --------- -------
Total or Average 22,105,605 186 10,594,464 193 32,700,069 379 97% 100%
========== ====== ========== ========== ============= ======= ========= =======
(1) Includes the Harrisburg, Allentown and Reading markets.
(2) Includes Denton, TX; Wichita, KS; West Lebanon, NH; and Abilene, TX.
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PROPERTY ACQUISITION ACTIVITY
During 1996, the Company completed 29 separate property acquisition
transactions totaling approximately 10.4 million square feet of GLA at a total
purchase price of approximately $253.0 million, or $24 per square foot. The
112 properties acquired have the following characteristics:
OCCUPANCY AT
METROPOLITAN AREA GLA PROPERTY TYPE 12/31/96 ACQUISITION DATE
- ----------------- ---------- ---------------- ------------- -------------------
Chicago, IL 364,000 Light Industrial 100% January 11, 1996
Chicago, IL 109,086 Light Industrial 100% February 5, 1996
Atlanta, GA 1,040,000 Bulk Warehouse 100% February 15, 1996
Detroit, MI 386,520 Light Industrial 81% February 29, 1996
Indianapolis, IN,
Cincinnati, OH, Bulk Warehouse/
and Columbus, OH 3,037,382 Light Industrial 98% March 20, 1996
Chicago, IL 151,469 Bulk Warehouse 100% March 22, 1996
Minneapolis, MN 212,293 Light Industrial 100% April 10, 1996
Indianapolis, IN 327,997 Bulk Warehouse 100% June 19, 1996
Milwaukee, WI 78,000 Light Industrial 100% June 25, 1996
Minneapolis, MN 78,029 Light Industrial 77% June 26, 1996
Dayton, OH 180,000 Light Industrial 100% June 28, 1996
Minneapolis, MN 125,950 Bulk Warehouse 97% July 9, 1996
Indianapolis, IN 70,560 Light Industrial 100% July 24, 1996
Detroit, MI 42,300 Light Industrial 100% August 16, 1996
Dayton, OH 84,000 Light Industrial 95% September 12, 1996
Minneapolis, MN 97,770 Light Industrial 95% September 30, 1996
Minneapolis, MN 83,189 Light Industrial 95% September 30, 1996
Columbus, OH 1,110,300 Bulk Warehouse 100% September 30, 1996
Minneapolis, MN 187,777 Light Industrial 100% October 4, 1996
Cleveland, OH 102,500 Light Industrial 100% October 8, 1996
Nashville, TN 538,811 Bulk Warehouse 100% October 28, 1996
Milwaukee, WI 51,960 Light Industrial 100% October 28, 1996
Indianapolis, IN 295,400 Light Industrial 92% October 30, 1996
Detroit, MI 654,095 Bulk Warehouse 96% November 14, 1996
Atlanta, GA 150,536 Light Industrial 100% December 2, 1996
St. Louis, MO 122,813 Light Industrial 100% December 18, 1996
Cincinnati, OH and
Minneapolis, MN 183,614 Light Industrial 93% December 24, 1996
Atlanta, GA 408,819 Bulk Warehouse 100% December 31, 1996
Minneapolis, MN 80,000 Light Industrial 100% December 31, 1996
----------
Total 10,355,170
==========
PROPERTY DEVELOPMENT ACTIVITY
During 1996, the Company completed two developments totaling approximately
.2 million square feet of GLA at a total cost of approximately $9.0 million, or
$45 per square foot. The developed properties have the following
characteristics:
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/96 COMPLETION DATE
- ------------------ --- ------------- ----------- ---------------
Minneapolis, MN 172,800 Bulk Warehouse 100% October 1996
Detroit, MI 27,990 Light Industrial 100% November 1996
Total 200,790
=======
At December 31, 1996, the Company had seven properties under development,
with an estimated completion GLA of 1.0 million square feet and an estimated
completion cost of approximately $27.4 million.
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PROPERTY SALES
During 1996, the Company sold six properties totaling approximately .4
million square feet of GLA. Total sales proceeds approximated $15.0 million.
The sold properties have the following characteristics:
METROPOLITAN AREA GLA PROPERTY TYPE SALE DATE
- ----------------- --- ------------- ---------
Detroit, Michigan 14,324 Light Industrial April 4, 1996
Huntsville, Alabama(a) 204,189 Bulk Warehouse April 26, 1996
Grand Rapids, Michigan 50,000 Bulk Warehouse May 31, 1996
Atlanta, Georgia 151,575 Bulk Warehouse December 31, 1996
-------
Total 420,088
=======
(a) comprised of three properties.
PROPERTY ACQUISITIONS SUBSEQUENT TO YEAR END
Subsequent to December 31, 1996, the Company completed three separate
property transactions totaling approximately 3.9 million square feet of GLA
for approximately $164.3 million, or $42 per square foot, with the following
characteristics:
OCCUPANCY AT
METROPOLITAN AREA GLA PROPERTY TYPE ACQUISITION DATE ACQUISITION DATE
- ----------------- --------- ------------- ---------------- ----------------
Indianapolis, IN 482,400 Bulk Warehouse 71% January 9, 1997
Long Island, NY and Bulk Warehouse/
Northern NJ 2,733,414 Light Industrial 97% January 31, 1997
Dayton, OH 58,746 Light Industrial 100% February 20, 1997
York, PA 312,500 Bulk Warehouse 100% March 17, 1997
Taylor, MI 179,700 Bulk Warehouse 98% March 21, 1997
Mechanicsburg, PA 162,500 Light Industrial 0%(a) March 24, 1997
---------
Total 3,929,260
=========
(a) As of March 27, 1997, there is currently an executed lease for the entire
162,500 square feet of GLA. The tenant is expected to occupy the property
within 60 days of the acquisition date.
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DETAIL PROPERTY LISTING
The following table lists all of the Company's properties as of December
31, 1996, by geographic market area.
PROPERTY LISTING
BUILDING ADDRESS LOCATION YEAR BUILT/ BUILDING LAND AREA OCCUPANCY
(CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA AT 12/31/96
- ---------------------- ------------ ------------- --------- ---------------- ---------------- ------- -----------
ATLANTA
- -------
4250 River Green Parkway Duluth, GA (b) 1988 Light Industrial 2.14 28,942 100%
3400 Corporate Parkway Duluth, GA (b) 1987 Light Industrial 3.73 59,959 86%
3450 Corporate Parkway Duluth, GA (b) 1988 Light Industrial 2.38 37,346 67%
3500 Corporate Parkway Duluth, GA (b) 1991 Light Industrial 2.80 44,242 100%
3425 Corporate Parkway Duluth, GA (b) 1990 Light Industrial 3.49 42,978 77%
1650 GA Highway 155 McDonough, GA (a) 1991 Bulk Warehouse 12.80 228,400 100%
415 Industrial Park Road Cartersville, GA (a) 1986 Bulk Warehouse 9.27 119,657 100%
434 Industrial Park Road Cartersville, GA (a) 1988 Bulk Warehouse 8.07 57,493 100%
435 Industrial Park Road Cartersville, GA (a) 1986 Bulk Warehouse 8.03 71,000 100%
14101 Industrial Park Blvd. N.E. Covington, GA (a) 1984 Bulk Warehouse 9.25 67,500 100%
801-804 Blacklawn Road Conyers, GA (a) 1982 Bulk Warehouse 6.67 111,090 100%
1665 Dogwood Drive Conyers, GA (a) 1973 Bulk Warehouse 9.46 198,000 100%
1715 Dogwood Drive Conyers, GA (a) 1973 Bulk Warehouse 4.61 100,000 100%
11235 Harland Drive Covington, GA (a) 1988 Bulk Warehouse 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 78%
4050 Southmeadow Parkway Atlanta, GA 1991 Light Industrial 6.60 87,328 100%
4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 171,671 12%
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 Blv Conyers, GA 1966 Bulk Warehouse 5.70 121,600 100%
1605 Indian Brook Way Norcross, GA 1995 Bulk Warehouse 12.85 202,880 100%
3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,276 100%
3495 Bankhead Highway (f) Atlanta, GA 1986 Bulk Warehouse 20.50 408,819 100%
5570 Tulane Drive (f) Atlanta, GA 1996 Light Industrial 8.06 150,536 91%
--------- ----------
SUBTOTAL OR AVERAGE 4,034,968 94%
--------- ----------
CENTRAL PENNSYLVANIA
- --------------------
1214-B Freedom Road Cranberry Twnp, PA (a) 1982 Bulk Warehouse 5.99 32,779 100%
401 Russell Drive Middletown, PA (a) 1990 Bulk Warehouse 5.20 52,800 100%
2700 Commerce Drive Middletown, PA (a) 1990 Bulk Warehouse 3.60 32,000 100%
2701 Commerce Drive Middletown, PA (a) 1989 Light Industrial 6.40 48,000 100%
2780 Commerce Drive Middletown, PA (a) 1989 Light Industrial 2.00 21,600 100%
5035 Ritter Road Mechanicsburg, PA (a) 1988 Light Industrial 5.50 55,950 97%
5070 Ritter Road Mechanicsburg, PA (a) 1989 Light Industrial 5.20 60,000 93%
6340 Flank Drive Harrisburg, PA (a) 1988 Light Industrial 6.70 68,200 80%
6345 Flank Drive Harrisburg, PA (a) 1989 Light Industrial 7.00 69,443 100%
6360 Flank Drive Harrisburg, PA (a) 1988 Light Industrial 5.30 46,500 90%
6380 Flank Drive Harrisburg, PA (a) 1991 Light Industrial 3.70 32,000 94%
6400 Flank Drive Harrisburg, PA (a) 1992 Light Industrial 5.30 52,790 100%
6405 Flank Drive Harrisburg, PA (a) 1991 Light Industrial 6.00 32,000 100%
100 Schantz Spring Road Allentown, PA (a) 1993 Bulk Warehouse 12.37 100,000 100%
794 Roble Road Allentown, PA (a) 1984 Light Industrial 16.68 101,750 100%
7355 Williams Avenue Allentown, PA (a) 1989 Light Industrial 3.94 43,425 100%
2600 Beltline Avenue Reading, PA (a) 1985 Bulk Warehouse 5.89 69,190 100%
7125 Grayson Road Swatara, PA (a) 1991 Bulk Warehouse 17.17 300,000 100%
7253 Grayson Road Swatara, PA (a) 1990 Bulk Warehouse 12.42 196,000 96%
5 Keystone Drive Lebanon, PA 1995 Bulk Warehouse 14.00 88,400 100%
5020 Louise Drive Mechanicsburg, PA 1995 Light Industrial 5.06 49,350 100%
7195 Grayson Swatara, PA 1994 Bulk Warehouse 6.02 100,000 100%
400 First Street Middletown, PA (e) 1963-65/96 Bulk Warehouse 23.37 167,500 100%
401 First Street Middletown, PA (e) 1963-65/96 Bulk Warehouse 68.39 490,140 100%
500 Industrial Lane Middletown, PA (e) 1963-65/96 Bulk Warehouse 16.17 115,890 100%
--------- ----------
SUBTOTAL OR AVERAGE 2,425,707 99%
9
11
Location Year Built/ Building Land Area Occupancy
Building Address (City/State) Encumbrances Renovated Type (Acres) GLA at 12/31/96
- ------------------------------ -------------- -------------- ---------- ----------- ---------- ------ -------------
Chicago
- -------
1330 West 43rd Street Chicago, IL (a) 1977 Bulk Warehouse 4.25 109,735 100%
2300 Hammond Drive Schaumburg, IL (a) 1970 Bulk Warehouse 4.13 77,000 100%
6500 North Lincoln Avenue Lincolnwood, IL (a) 1965/88 Light Industrial 2.52 63,050 100%
3600 West Pratt Avenue Lincolnwood, IL (a) 1953/88 Bulk Warehouse 6.35 205,481 100%
917 North Shore Drive Lake Bluff, IL (a) 1974 Bulk Warehouse 4.27 84,575 100%
6750 South Sayre Avenue Bedford Park, IL (a) 1975 Bulk Warehouse 2.51 63,383 41%
7200 S. Leamington Bedford Park, IL 1950 Bulk Warehouse 12.24 310,752 100%
585 Slawin Court Mount Prospect, IL (a) 1992 Light Industrial 3.71 38,150 100%
2300 Windsor Court Addison, IL (a) 1986 Bulk Warehouse 6.80 105,100 100%
3505 Thayer Court Aurora, IL (a) 1989 Bulk Warehouse 4.60 64,220 100%
3600 Thayer Court Aurora, IL (a) 1989 Light Industrial 6.80 67,058 100%
736-776 Industrial Drive Elmhurst, IL (a) 1975 Bulk Warehouse 3.79 80,520 93%
5310-5352 East Avenue Countryside, IL (a) 1975 Bulk Warehouse 4.77 88,042 96%
12330-12358 South Latrobe Alsip, IL (a) 1975 Bulk Warehouse 3.71 85,390 100%
305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 68%
700-714 Landwehr Road Northbrook, IL 1978 Light Industrial 1.99 41,835 100%
720-730 Landwehr Road Northbrook, IL (b) 1978 Light Industrial 4.29 66,912 100%
3170-3190 MacArthur Boulevard Northbrook, IL (b) 1978 Light Industrial 2.14 41,820 58%
4330 South Racine Avenue Chicago, IL 1978 Bulk Warehouse 5.57 168,000 100%
13040 S. Crawford Ave. Alsip, IL 1976 Bulk Warehouse 15.12 400,076 100%
20W201 101st Street Lemont, IL (b) 1988 Light Industrial 8.72 160,200 100%
12241 Melrose Street Franklin Park, IL 1969 Bulk Warehouse 2.47 77,031 100%
280-296 Palatine Road Wheeling, IL (b) 1978 Bulk Warehouse 4.67 90,250 100%
3150-3160 MacArthur Boulevard Northbrook, IL 1978 Light Industrial 2.14 41,820 100%
2101-2125 Gardner Road Broadview, IL 1950/69 Bulk Warehouse 9.98 323,425 93%
365 North Avenue Carol Stream, IL 1969 Bulk Warehouse 28.65 225,000 100%
2942 MacArthur Boulevard Northbrook, IL 1979 Light Industrial 3.12 49,730 100%
12301-12325 S. Laramie Avenue Alsip, IL 1975 Bulk Warehouse 8.83 204,586 100%
6300 W. Howard Street Niles, IL 1956/64 Light Industrial 19.50 364,000 100%
301 Hintz Wheeling, IL 1960 Light Industrial 2.51 43,636 100%
301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100%
410 W. 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,436 100%
--------- -----
SUBTOTAL OR AVERAGE 3,985,212 98%
--------- -----
CINCINNATI
- ----------
9900-9970 Princeton-Glendale Rd. Cincinnati, OH (c) 1970 Bulk Warehouse 10.64 185,580 97%
2940 Highland Avenue Cincinnati, OH (c) 1969/74 Bulk Warehouse 17.08 500,500 100%
4700-4750 Creek Road Cincinnati, OH (c) 1960 Bulk Warehouse 15.32 265,000 96%
4860 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 15,986 87%
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 90%
4890 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,018 80%
963609643 Interocean Drive Cincinnati, OH 1983 Light Industrial 4.13 29,371 86%
--------- -----
SUBTOTAL OR AVERAGE 1,062,455 97%
--------- -----
CLEVELAND
- ---------
6675 Parkland Boulevard Cleveland, OH 1991 Light Industrial 10.41 102,500 100%
--------- -----
SUBTOTAL OR AVERAGE 102,500 100%
--------- -----
COLUMBUS
- --------
6911 Americana Parkway Columbus, OH 1980 Light Industrial 4.05 56,849 71%
3800 Lockbourne Industrial Pkwy Columbus, OH 1986 Bulk Warehouse 43.61 705,600 100%
3800 Groveport Road Columbus, OH 1986 Bulk Warehouse 22.31 404,734 100%
--------- -----
SUBTOTAL OR AVERAGE 1,167,183 99%
--------- -----
DAYTON
- ------
6094-6104 Executive Boulevard Dayton, OH 1975 Light Industrial 3.33 43,200 100%
6202-6220 Executive Boulevard Dayton, OH 1976 Light Industrial 3.79 64,000 100%
6268-6294 Executive Boulevard Dayton, OH 1989 Light Industrial 4.03 60,800 100%
5749-5753 Executive Boulevard Dayton, OH 1975 Light Industrial 1.15 12,000 100%
6230-6266 Executive Boulevard Dayton, OH 1979 Light Industrial 5.30 84,000 95%
--------- -----
SUBTOTAL OR AVERAGE 264,000 98%
--------- -----
10
12
LAND OCCUPANCY
LOCATION YEAR BUILT/ BUILDING AREA AT
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA 12/31/96
- -------------------- -------------------- ------------ ----------- --------- ------- --- --------
DES MOINES
- ----------
1550 East Washington Avenue Des Moines, IA (a) 1987 Bulk Warehouse 13.25 192,466 100%
1600 East Washington Avenue Des Moines, IA (a) 1987 Bulk Warehouse 6.78 81,886 100%
4121 McDonald Avenue Des Moines, IA (a) 1977 Bulk Warehouse 11.02 177,431 100%
4141 McDonald Avenue Des Moines, IA (a) 1976 Bulk Warehouse 11.03 263,196 100%
4161 McDonald Avenue Des Moines, IA (a) 1979 Bulk Warehouse 11.02 164,033 100%
878,992 100%
SUBTOTAL OR AVERAGE ------- ----
DETROIT
- -------
2654 Elliott Troy, MI (b) 1986 Light Industrial 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 Light Industrial 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 (a) 1975 Bulk Warehouse 9.28 179,720 36%
238 Executive Drive Troy, MI (a) 1973 Bulk Warehouse 1.32 13,740 100%
256 Executive Drive Troy, MI (a) 1974 Bulk Warehouse 1.12 11,273 100%
301 Executive Drive Troy, MI (a) 1974 Bulk Warehouse 1.27 20,411 100%
449 Executive Drive Troy, MI (a) 1975 Bulk Warehouse 2.12 33,001 100%
501 Executive Drive Troy, MI (a) 1984 Light Industrial 1.57 18,061 100%
645 Executive Drive Troy, MI (a) 1972 Light Industrial 2.27 32,470 100%
451 Robbins Drive Troy, MI (a) 1975 Bulk Warehouse 1.88 28,401 100%
700 Stephenson Highway Troy, MI (a) 1978 Light Industrial 3.13 29,344 100%
800 Stephenson Highway Troy, MI (a) 1979 Light Industrial 4.39 48,200 100%
1150 Stephenson Highway Troy, MI (a) 1982 Light Industrial 1.70 18,107 100%
1200 Stephenson Highway Troy, MI (a) 1980 Light Industrial 2.65 25,025 100%
1035 Crooks Road Troy, MI (a) 1980 Light Industrial 1.74 23,320 100%
1095 Crooks Road Troy, MI (a) 1986 Light Industrial 2.83 35,042 100%
1151 Crooks Road Troy, MI (a) 1985 Light Industrial 5.93 54,675 0%
1416 Meijer Drive Troy, MI (a) 1980 Light Industrial 1.20 17,944 100%
1624 Meijer Drive Troy, MI (a) 1984 Light Industrial 3.42 44,040 100%
1972 Meijer Drive Troy, MI (a) 1985 Light Industrial 2.36 37,075 100%
2112 Meijer Drive Troy, MI (a) 1980 Bulk Warehouse 4.12 34,558 100%
1621 Northwood Drive Troy, MI (a) 1977 Bulk Warehouse 1.54 24,900 100%
1707 Northwood Drive Troy, MI (a) 1983 Light Industrial 1.69 28,750 100%
1749 Northwood Drive Troy, MI (a) 1977 Bulk Warehouse 1.69 26,125 100%
1788 Northwood Drive Troy, MI (a) 1977 Light Industrial 1.55 12,480 100%
1821 Northwood Drive Troy, MI (a) 1977 Light Industrial 2.07 35,050 100%
1826 Northwood Drive Troy, MI (a) 1977 Light Industrial 1.22 12,480 100%
1864 Northwood Drive Troy, MI (a) 1977 Light Industrial 1.55 12,480 100%
1902 Northwood Drive Troy, MI (a) 1977 Light Industrial 3.65 62,925 100%
1921 Northwood Drive Troy, MI (a) 1977 Bulk Warehouse 2.33 42,000 100%
2230 Elliott Avenue Troy, MI (a) 1974 Bulk Warehouse 0.90 12,612 100%
2237 Elliott Avenue Troy, MI (a) 1974 Light Industrial 0.96 12,612 100%
2277 Elliott Avenue Troy, MI (a) 1975 Light Industrial 0.96 12,612 100%
2291 Elliott Avenue Troy, MI (a) 1974 Bulk Warehouse 1.06 12,200 100%
2451 Elliott Avenue Troy, MI (a) 1974 Bulk Warehouse 1.68 24,331 100%
2730 Research Drive Rochester Hills, MI (a) 1988 Bulk Warehouse 3.52 57,850 100%
2791 Research Drive Rochester Hills, MI (a) 1991 Light Industrial 4.48 64,199 100%
2871 Research Drive Rochester Hills, MI (a) 1991 Bulk Warehouse 3.55 49,543 100%
2911 Research Drive Rochester Hills, MI (a) 1992 Bulk Warehouse 5.72 80,078 100%
3011 Research Drive Rochester Hills, MI (a) 1988 Light Industrial 2.55 32,637 100%
2870 Technology Drive Rochester Hills, MI (a) 1988 Bulk Warehouse 2.41 24,445 100%
2890 Technology Drive Rochester Hills, MI (a) 1991 Bulk Warehouse 1.76 24,410 100%
2900 Technology Drive Rochester Hills, MI (a) 1992 Light Industrial 2.15 31,047 100%
2920 Technology Drive Rochester Hills, MI (a) 1992 Bulk Warehouse 1.48 19,011 100%
2930 Technology Drive Rochester Hills, MI (a) 1991 Bulk Warehouse 1.41 17,994 100%
2950 Technology Drive Rochester Hills, MI (a) 1991 Light Industrial 1.48 19,996 100%
2960 Technology Drive Rochester Hills, MI (a) 1992 Bulk Warehouse 3.83 41,565 100%
23014 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 0.65 7,200 100%
23028 Commerce Drive Farmington Hills, MI (a) 1983 Bulk Warehouse 1.26 20,265 100%
11
13
LAND OCCUPANCY
LOCATION YEAR BUILT/ BUILDING AREA AT
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA 12/31/96
- -------------------- -------------------- ------------ ----------- --------- ------- --- --------
23035 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 1.23 15,200 100%
23042 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 0.75 8,790 0%
23065 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 0.91 12,705 100%
23070 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 1.43 16,765 100%
23079 Commerce Drive Farmington Hills, MI (a) 1983 Light Industrial 0.85 10,830 100%
23093 Commerce Drive Farmington Hills, MI (a) 1983 Bulk Warehouse 3.87 49,040 100%
23135 Commerce Drive Farmington Hills, MI (a) 1986 Light Industrial 2.02 23,969 100%
23149 Commerce Drive Farmington Hills, MI (a) 1985 Bulk Warehouse 6.32 47,700 100%
23163 Commerce Drive Farmington Hills, MI (a) 1986 Bulk Warehouse 1.51 19,020 100%
23164 Commerce Drive Farmington Hills, MI (a) 1986 Bulk Warehouse 1.47 17,584 100%
23177 Commerce Drive Farmington Hills, MI (a) 1986 Bulk Warehouse 2.29 32,127 100%
23192 Commerce Drive Farmington Hills, MI (a) 1986 Light Industrial 0.69 7,306 100%
23206 Commerce Drive Farmington Hills, MI (a) 1985 Light Industrial 1.30 19,822 100%
23290 Commerce Drive Farmington Hills, MI (a) 1980 Bulk Warehouse 2.56 42,930 100%
23370 Commerce Drive Farmington Hills, MI (a) 1980 Light Industrial 0.67 8,741 100%
24492 Indoplex Circle Farmington Hills, MI (a) 1976 Bulk Warehouse 1.63 24,000 100%
24528 Indoplex Circle Farmington Hills, MI (a) 1976 Bulk Warehouse 2.26 34,650 100%
31800 Plymouth Road - Bldg 1 Livonia, MI (a) 1968/89 Light Industrial 42.71 697,865 94%
31800 Plymouth Road - Bldg 2 Livonia, MI (a) 1968/89 Bulk Warehouse 11.81 184,614 100%
31800 Plymouth Road - Bldg 3 Livonia, MI (a) 1968/89 Bulk Warehouse 6.13 96,575 98%
31800 Plymouth Road - Bldg 6 Livonia, MI (a) 1968/89 Bulk Warehouse 9.06 183,959 100%
31800 Plymouth Road - Bldg 7 Livonia, MI (a) 1968/89 Bulk Warehouse 1.64 26,836 100%
21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 100%
2965 Technology Drive Rochester Hills, MI 1995 Light Industrial 4.92 66,395 100%
1451 Lincoln Avenue Madison Heights, MI 1967 Light Industrial 3.92 75,000 100%
4400 Purks Drive Auburn Hills, MI 1987 Light Industrial 13.04 87,100 100%
4177A Varsity Drive Ann Arbor, MI 1993 Light Industrial 2.48 11,050 100%
6515 Cobb Drive Sterling Heights, MI 1984 Light Industrial 2.91 47,597 100%
32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 100%
32200 N. Avis Drive Madison Heights, MI 1973 Light Industrial 6.15 88,700 100%
32440-32442 Industrial Drive Madison Heights, MI 1979 Light Industrial 1.41 19,200 63%
32450 Industrial Drive Madison Heights, MI 1979 Light Industrial 0.76 10,350 0%
11813 Hubbard Livonia, MI 1979 Light Industrial 1.95 33,300 100%
11844 Hubbard Livonia, MI 1979 Light Industrial 2.16 38,500 0%
11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100%
12050-12300 Hubbard (f) Livonia, MI 1981 Light Industrial 6.10 85,086 83%
12707 Eckles Road Plymouth Township, MI 1990 Light Industrial 2.62 42,300 100%
9300-9328 Harrison Road Romulus, MI 1978 Bulk Warehouse 2.53 29,280 100%
9330-9458 Harrison Road Romulus, MI 1978 Bulk Warehouse 2.53 29,280 100%
28420-28448 Highland Road Romulus, MI 1979 Bulk Warehouse 2.53 29,280 100%
28450-28478 Highland Road Romulus, MI 1979 Bulk Warehouse 2.53 29,280 100%
28421-28449 Highland Road Romulus, MI 1980 Bulk Warehouse 2.53 29,280 100%
28451-28479 Highland Road Romulus, MI 1980 Bulk Warehouse 2.53 29,280 100%
28825-28909 Highland Road Romulus, MI 1981 Bulk Warehouse 2.53 29,280 100%
28933-29017 Highland Road Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
28824-28908 Highland Road Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
28932-29016 Highland Road Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
9710-9734 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.22 25,620 0%
9740-9772 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.53 29,280 100%
9840-9868 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.53 29,280 100%
9800-9824 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.22 25,620 100%
29265-29285 Airport Drive Romulus, MI 1983 Bulk Warehouse 2.05 23,707 100%
29185-29225 Airport Drive Romulus, MI 1983 Bulk Warehouse 3.17 36,658 100%
29149-29165 Airport Drive Romulus, MI 1984 Bulk Warehouse 2.89 33,440 100%
29101-29115 Airport Drive Romulus, MI 1985 Bulk Warehouse 2.53 29,280 100%
29031-29045 Airport Drive Romulus, MI 1985 Bulk Warehouse 2.53 29,280 100%
29050-29062 Airport Drive Romulus, MI 1986 Bulk Warehouse 2.22 25,620 100%
29120-29134 Airport Drive Romulus, MI 1986 Bulk Warehouse 2.53 29,280 100%
29200-29214 Airport Drive Romulus, MI 1985 Bulk Warehouse 2.53 29,280 100%
9301-9339 Middlebelt Road Romulus, MI 1983 Bulk Warehouse 1.29 14,950 100%
46750 Port Street Plymouth, MI 1995 Light Industrial 3.23 27,990 100%
--------- -----
SUBTOTAL OR AVERAGE 4,697,554 94%
--------- -----
12
14
LAND OCCUPANCY
LOCATION YEAR BUILT/ BUILDING AREA AT
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA 12/31/96
- -------------------- -------------------- ------------ ----------- --------- ------- --- --------
GRAND RAPIDS
- ------------
3232 Kraft Avenue Grand Rapids, MI (b) 1988 Bulk Warehouse 13.15 216,000 88%
8181 Logistics Drive Grand Rapids, MI (b) 1990 Bulk Warehouse 10.00 222,000 100%
5062 Kendrick Court SE Grand Rapids, MI (b) 1987 Bulk Warehouse 2.06 31,750 100%
2 84th Street SW Grand Rapids, MI (a) 1986 Bulk Warehouse 3.01 30,000 100%
100 84th Street SW Grand Rapids, MI (a) 1979 Bulk Warehouse 4.20 81,000 100%
150 84th Street SW Grand Rapids, MI (a) 1977 Light Industrial 1.95 16,000 100%
511 76th Street SW Grand Rapids, MI (a) 1986 Bulk Warehouse 14.44 202,500 95%
553 76th Street SW Grand Rapids, MI (a) 1985 Light Industrial 1.16 10,000 64%
555 76th Street SW Grand Rapids, MI (a) 1987 Bulk Warehouse 12.50 200,000 75%
2925 Remico Avenue SW Grand Rapids, MI (a) 1988 Bulk Warehouse 3.40 66,505 100%
2935 Walkent Court NW Grand Rapids, MI (a) 1991 Bulk Warehouse 6.13 64,961 0%
3300 Kraft Avenue SE Grand Rapids, MI (a) 1987 Bulk Warehouse 11.57 200,000 100%
3366 Kraft Avenue SE Grand Rapids, MI (a) 1987 Bulk Warehouse 12.35 200,000 97%
4939 Starr Avenue Grand Rapids, MI (a) 1985 Bulk Warehouse 3.87 30,000 100%
5001 Kendrick Court SE Grand Rapids, MI (a) 1983 Bulk Warehouse 4.00 61,500 51%
5050 Kendrick Court SE Grand Rapids, MI (a) 1988 Bulk Warehouse 26.94 413,500 100%
5015 52nd Street SE Grand Rapids, MI (a) 1987 Bulk Warehouse 4.11 61,250 100%
5025 28th Street Grand Rapids, MI (a) 1967 Light Industrial 3.97 14,400 100%
5079 33rd Street SE Grand Rapids, MI (a) 1990 Bulk Warehouse 6.74 109,875 100%
5333 33rd Street SE Grand Rapids, MI (a) 1991 Bulk Warehouse 8.09 101,250 100%
5130 Patterson Avenue SE Grand Rapids, MI (a) 1987 Bulk Warehouse 6.57 30,000 100%
425 Gordon Industrial Court Grand Rapids, MI 1990 Bulk Warehouse 8.77 156,875 100%
2851 Prairie Street Grand Rapids, MI 1989 Bulk Warehouse 5.45 117,251 100%
2945 Walkent Court Grand Rapids, MI 1993 Bulk Warehouse 4.45 93,374 100%
537 76th Street Grand Rapids, MI 1987 Bulk Warehouse 5.26 80,000 50%
--------- ----
SUBTOTAL OR AVERAGE 2,809,991 92%
--------- ----
INDIANAPOLIS
- ------------
2900 N. Shadeland Avenue Indianapolis, IN (c) 1957/1992 Bulk Warehouse 60.00 976,273 98%
1445 Brookville Way Indianapolis, IN (c) 1989 Light Industrial 8.79 115,200 96%
1440 Brookville Way Indianapolis, IN (c) 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN (c) 1990 Bulk Warehouse 3.50 63,000 60%
1220 Brookville Way Indianapolis, IN (c) 1990 Light Industrial 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (d) 1992 Light Industrial 5.50 132,000 98%
1350 Brookville Way Indianapolis, IN (c) 1994 Bulk Warehouse 2.87 38,460 100%
1315 Sadlier Circle E. Drive Indianapolis, IN (d) 1970/1992 Light Industrial 1.33 14,000 100%
1341 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.03 32,400 100%
1322-1438 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 3.79 36,000 97%
1327-1441 Salider Dircle E. Drive Indianapolis, IN (d) 1992 Light Industrial 5.50 54,000 100%
1304 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.42 17,600 100%
1402 Sadlier Circle E. Drive Indianapolis, IN (d) 1970/1992 Light Industrial 4.13 40,800 100%
1504 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 4.14 54,000 100%
1311 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 1.78 13,200 100%
1365 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.16 30,000 100%
1352-1354 Sadlier Circle E. Drive Indianapolis, IN (d) 1970/1992 Light Industrial 3.50 44,000 100%
1338 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 1.20 20,000 100%
1327 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 1.20 12,800 100%
1428 Sadlier Circle E. Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.49 5,000 100%
1230 Brookville Way Indianapolis, IN (c) 1995 Light Industrial 1.96 15,000 100%
6951 E. 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100%
6701 E. 30th Street Indianapolis, IN 1992 Light Industrial 3.00 7,820 100%
6737 E. 30th Street Indianapolis, IN 1995 Bulk Warehouse 11.01 87,500 100%
6555 E. 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 37.00 327,997 100%
2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 100%
8402-8440 E. 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 97%
8520-8630 E. 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 100%
8710-8768 E. 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 100%
3316-3346 N. Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 100%
3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100%
--------- -----
SUBTOTAL OR AVERAGE 2,723,410 98%
--------- -----
13
15
LAND OCCUPANCY
LOCATION YEAR BUILT/ BUILDING AREA AT
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA 12/31/96
- -------------------- -------------------- ------------ ----------- --------- ------- --- --------
MILWAUKEE
- ---------
N25 W23050 Paul Road Pewaukee, WI (a) 1989 Light Industrial 4.50 37,765 100%
N25 W23255 Paul Road Pewaukee, WI (a) 1987 Light Industrial 4.80 55,940 100%
N27 W23293 Roundy Drive Pewaukee, WI (a) 1989 Light Industrial 3.64 39,468 100%
6523 N. Sidney Place Glendale, WI 1978 Light Industrial 4.00 43,440 100%
8800 W. 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%
------- ----
SUBTOTAL OR AVERAGE 306,563 100%
------- ----
MINNEAPOLIS/ST. PAUL
- --------------------
2700 Freeway Boulevard Brooklyn Center, MN (b) 1981 Light Industrial 7.76 78,741 85%
6503-6545 Cecilia Circle Bloomington, MN (a) 1980 Light Industrial 9.65 74,118 81%
6403-6437 Cecilia Drive Bloomington, MN (a) 1980 Light Industrial 9.65 87,322 100%
1275 Corporate Center Drive Eagan, MN (a) 1990 Bulk Warehouse 1.50 19,675 100%
1279 Corporate Center Drive Eagan, MN (a) 1990 Bulk Warehouse 1.50 19,792 100%
2815 Eagandale Boulevard Eagan, MN (a) 1990 Bulk Warehouse 2.20 29,106 100%
6201 West 111th Street Bloomington, MN (a) 1987 Bulk Warehouse 37.00 424,866 100%
6925-6943 Washington Avenue Edina, MN (a) 1972 Light Industrial 2.75 37,169 94%
6955-6973 Washington Avenue Edina, MN (a) 1972 Light Industrial 2.25 31,189 92%
7251-7267 Washington Avenue Edina, MN (a) 1972 Light Industrial 1.82 26,250 100%
7301-7325 Washington Avenue Edina, MN (a) 1972 Light Industrial 1.92 27,287 100%
7101 Winnetka Avenue North Brooklyn Park, MN (a) 1990 Light Industrial 14.18 252,978 100%
7600 Golden Triangle Drive Eden Prairie, MN (a) 1989 Light Industrial 6.79 73,855 88%
7830-7848 12th Avenue South Bloomington, MN (a) 1978 Light Industrial 8.11 82,837 100%
7850-7890 12th Avenue South Bloomington, MN (a) 1978 Light Industrial 8.11 67,271 100%
7900 Main Street Northeast Fridley, MN (a) 1973 Bulk Warehouse 6.09 97,020 100%
7901 Beech Street Northeast Fridley, MN (a) 1975 Bulk Warehouse 6.07 97,020 100%
9901 West 74th Street Eden Prairie, MN (a) 1983/88 Bulk Warehouse 8.86 150,000 100%
10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 57,798 85%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,820 92%
10175-10205 Crosstown Circle Eden Prairie, MN (a) 1980 Light Industrial 2.30 30,219 95%
11201 Hampshire Avenue South Bloomington, MN (a) 1986 Light Industrial 5.90 60,480 100%
12270-12274 Nicollet Avenue Burnsville, MN (a) 1989/90 Light Industrial 1.80 17,116 100%
12250-12268 Nicollet Avenue Burnsville, MN (a) 1989/90 Light Industrial 4.30 42,465 91%
12220-12230 Nicollet Avenue Burnsville, MN (a) 1989/90 Light Industrial 2.40 23,607 78%
305 2nd Street Northwest Minneapolis, MN (a) 1991 Light Industrial 5.43 62,293 99%
953 Westgate Drive Minneapolis, MN (a) 1991 Light Industrial 3.17 51,906 100%
980 Lone Oak Road Minneapolis, MN (a) 1992 Light Industrial 11.40 154,950 100%
990 Lone Oak Road Minneapolis, MN (a) 1989 Light Industrial 11.41 153,607 79%
1030 Lone Oak Road Minneapolis, MN (a) 1988 Bulk Warehouse 6.30 83,076 100%
1060 Lone Oak Road Minneapolis, MN (a) 1988 Light Industrial 6.50 82,728 100%
5400 Nathan Lane Minneapolis, MN (a) 1990 Light Industrial 5.70 72,089 100%
6464 Sycamore Court Minneapolis, MN (a) 1990 Light Industrial 6.40 79,702 80%
6701 Parkway Circle Brooklyn Center, MN 1987 Light Industrial 4.44 75,000 100%
6601 Shingle Creek Parkway Brooklyn Center, MN 1985 Light Industrial 4.59 68,899 99%
7625 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 73,125 100%
2605 Fernbrook Lane North Plymouth, MN 1987 Light Industrial 6.37 80,769 90%
12155 Nicollet Avenue Burnsville, MN 1995 Bulk Warehouse 5.80 48,000 100%
6655 Wedgewood Road Maple Grove, MN 1989 Light Industrial 17.88 131,288 100%
900 Apollo Road Eagan, MN 1970 Bulk Warehouse 39.00 312,265 100%
7316 Aspen Lane North Brooklyn Park, MN 1978 Bulk Warehouse 6.63 97,640 100%
6707 Shingle Creek Parkway Brooklyn Center, MN 1986 Light Industrial 4.22 75,939 100%
73rd Avenue North Brooklyn Park, MN 1995 Light Industrial 4.46 59,782 100%
1905 W. Country Road C Roseville, MN 1993 Light Industrial 4.60 47,735 100%
2730 Arthur Street Roseville, MN 1995 Light Industrial 6.06 74,337 100%
10205 51st Avenue North Plymouth, MN 1990 Light Industrial 2.00 30,476 100%
4100 Peavey Road Chaska, MN 1988 Light Industrial 8.27 78,029 77%
11300 Hampshire Avenue South Bloomington, MN 1983 Bulk Warehouse 9.94 129,950 97%
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 Light Industrial 6.98 83,189 95%
7100-7198 Shady Oak Road (g) Eden Prairie, MN 1982 Bulk Warehouse 14.44 187,777 100%
14
16
LAND OCCUPANCY
LOCATION YEAR BUILT/ BUILDING AREA AT
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES RENOVATED TYPE (ACRES) GLA 12/31/96
- -------------------- -------------------- ------------ ----------- --------- ------- --- --------
7550-7588 Washington Square Eden Prairie, MN 1975 Light Industrial 29,739 100%
7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 44,600 100%
5240-5300 Valley Industrial Blvd Eden Prairie, MN 1973 Light Industrial 80,000 100%
---------- ----
SUBTOTAL OR AVERAGE 4,776,461 97%
---------- ----
NASHVILLE
- ---------
1621 Heil Quaker Boulevard Nashville, TN (b) 1975 Bulk Warehouse 11.29 160,661 100%
220 Great Circle Drive Nashville, TN (a) 1979 Light Industrial 5.32 76,169 95%
230 Great Circle Drive Nashville, TN (a) 1981 Light Industrial 4.69 71,673 100%
240 Great Circle Drive Nashville, TN (a) 1982 Light Industrial 5.06 79,425 95%
417 Harding Industrial Drive Nashville, TN (a) 1972 Bulk Warehouse 13.70 207,440 100%
501 Harding Industrial Drive Nashville, TN (a) 1975 Bulk Warehouse 8.81 202,128 100%
521 Harding Industrial Drive Nashville, TN (a) 1977 Bulk Warehouse 7.73 190,000 100%
3099 Barry Drive Portland, TN 1995 Bulk Warehouse 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%
---------- ----
SUBTOTAL OR AVERAGE 1,526,307 100%
---------- ----
ST. LOUIS
- ---------
8921-8957 Frost Avenue Hazelwood, MO (b) 1971 Bulk Warehouse 2.00 100,000 100%
9043-9083 Frost Avenue Hazelwood, MO (b) 1970 Bulk Warehouse 2.69 145,000 100%
2121 Chapin Industrial Drive Vinita Park, MO (a) 1969/87 Light Industrial 23.40 280,905 100%
1200 Andes Boulevard Creve Couer, MO (a) 1967 Bulk Warehouse 2.77 66,600 100%
1248 Andes Boulevard Creve Couer, MO (a) 1967 Light Industrial 3.15 60,708 100%
1208-1226 Ambassador Blvd. Creve Couer, MO (a) 1966 Bulk Warehouse 2.11 49,600 100%
1250 Ambassador Boulevard Creve Couer, MO (a) 1967 Bulk Warehouse 1.52 31,500 100%
1503-1525 Fairview Industrial Overland, MO (a) 1967 Bulk Warehouse 2.18 46,431 100%
2441-2445 Northline Industrial Maryland Heights, MO (a) 1967 Bulk Warehouse 2.02 42,090 100%
2462-2470 Schuetz Road Maryland Heights, MO (a) 1965 Bulk Warehouse 2.28 43,868 100%
10431-10449 Midwest Industrial Overland, MO (a) 1967 Bulk Warehouse 2.40 55,125 99%
10751 Midwest Industrial Blvd. St. Louis, MO (a) 1965 Light Industrial 1.70 44,100 100%
11632-11644 Fairgrove Industrial Maryland Heights, MO (a) 1967 Bulk Warehouse 1.52 31,484 100%
11652-11666 Fairgrove Industrial Maryland Heights, MO (a) 1966 Bulk Warehouse 1.92 31,484 100%
11674-11688 Fairgrove Industrial Maryland Heights, MO (a) 1967 Bulk Warehouse 1.53 31,500 100%
2337 Centerline Drive Maryland Heights, MO 1967 Bulk Warehouse 3.46 75,600 100%
6951 N. Hanley (f) Hazelwood, MO 1965 Bulk Warehouse 9.50 122,813 100%
---------- ----
SUBTOTAL OR AVERAGE 1,258,808 100%
---------- ----
OTHER
- -----
2800 Airport Road (h) Denton, TX (a) 1965 Light Industrial 29.99 222,403 100%
3501 Maple Street Abilene, TX (a) 1980 Bulk Warehouse 34.42 123,700 100%
4200 West Harry Street (g) Wichita, KS (a) 1968 Bulk Warehouse 21.45 177,655 100%
Industrial Park No. 2 West Lebanon, NH (a) 1968 Light Industrial 10.27 156,200 100%
---------- ----
SUBTOTAL OR AVERAGE 679,958 100%
---------- ----
TOTAL 32,700,069 97%
========== ====
(a) These properties collateralize the 1994 Mortgage Loan (hereinafter defined).
(b) These properties collateralize the 1995 Mortgage Loan (hereinafter defined).
(c) These properties collateralize the CIGNA Loan (hereinafter defined).
(d) These properties collateralize the Assumed Loans (hereinafter defined).
(e) These properties collateralize the Harrisburg Mortgage Loan (hereinafter
defined).
(f) Comprised of two properties.
(g) Comprised of three properties.
(h) Comprised of five properties.
15
17
TENANT AND LEASE INFORMATION
The Company has a diverse base of more than 990 tenants engaged in a wide
variety of businesses including manufacturing, retailing, 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, 1996,
approximately 97% of the GLA of the properties was leased, and no single tenant
or group of related tenants accounted for more than 2.1% of the Company's rent
revenues, nor did any single tenant or group of related tenants occupy more
than 2.4%, of the Company's total GLA as of December 31, 1996.
The following table shows scheduled lease expirations for all leases for
the Company's properties as of December 31, 1996.
NUMBER OF PERCENTAGE OF ANNUAL BASE RENT PERCENTAGE OF TOTAL
YEAR OF LEASES GLA GLA UNDER EXPIRING ANNUAL BASE RENT
EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING LEASES EXPIRING
- ------------------- ------------ ------------ ------------- ---------------- -----------------------
(In Thousands)
1997 274 5,526,896 17.5% $ 20,868 17.0%
1998 253 5,903,934 18.7 23,866 19.4
1999 221 5,395,706 17.1 21,295 17.3
2000 136 4,492,598 14.2 18,453 15.0
2001 108 4,438,680 14.1 15,959 13.0
2002 28 1,021,689 3.3 4,575 3.8
2003 25 1,456,219 4.6 5,678 4.6
2004 10 1,081,594 3.4 3,185 2.6
2005 10 769,068 2.4 3,216 2.6
Thereafter 19 1,492,901 4.7 5,791 4.7
Total 1,084 31,579,285 100.0% $ 122,886 100.0%
====== ========== ======= ============ ===========
- --------------------
(1) Lease expirations as of December 31, 1996, assuming tenants do not
exercise existing renewal, termination, or
purchase options.
(2) Does not include existing vacancies of 1,120,784 aggregate square feet.
MORTGAGE LOANS
Contemporaneously with the consummation of the Initial Offering, the
Financing Partnership borrowed $300 million under a mortgage loan (the "1994
Mortgage Loan") from an institutional lender. The 1994 Mortgage Loan matures
June 30, 1999 unless extended by the Financing Partnership, subject to certain
conditions, for an additional two year period, thereby maturing on June 30,
2001. The 1994 Mortgage Loan provides for interest only payments which have
been effectively fixed at a rate of 6.97% through June 30, 2001 by certain
interest rate protection agreements. The 1994 Mortgage Loan is collateralized
by first mortgage liens on 195 properties owned by the Financing Partnership.
The 1994 Mortgage Loan may not be prepaid prior to January 1, 1998. Subsequent
to December 31, 1997, the 1994 Mortgage Loan may be prepaid in whole or in
part, with a 2% premium in 1998 and thereafter without premium.
On December 29, 1995, the Mortgage Partnership borrowed $40.2 million
under a mortgage loan (the "1995 Mortgage Loan") from an institutional lender.
In the first quarter of 1996, the Company made a one-time paydown of $.2
million on the 1995 Mortgage Loan decreasing the outstanding balance to $40
million. The 1995 Mortgage Loan matures on January 11, 2026. The 1995 Mortgage
Loan provides for interest at a fixed interest rate of 7.22% per annum through
January 11, 2003, and provides for interest only payments through January 11,
1998, with monthly principal and interest payments required subsequently based
on a 28-year amortization schedule. After January 11, 2003, the interest rate
adjusts based on a predetermined formula based on the applicable Treasury rate.
The 1995 Mortgage Loan is collateralized by first mortgage liens on 23
properties owned by the Mortgage Partnership. The 1995 Mortgage Loan may be
prepaid only after December 31, 1997, in whole or in part and in exchange for a
yield maintenance premium.
16
18
On December 14, 1995, the Company, through the Harrisburg Partnership,
entered into an approximately $6.6 million mortgage loan (the "Harrisburg
Mortgage Loan") collateralized by three properties in Harrisburg, Pennsylvania.
This loan bears interest at a rate of LIBOR plus 1.5% or the prime rate plus
2.25%, at the Company's option, provides for monthly principal and interest
payments commencing after May 31, 1996, based on a 26.5-year amortization
schedule, and matures on December 15, 2000. The Harrisburg Mortgage Loan may
be repaid only after December 15, 1997 in exchange for a prepayment premium.
On March 20, 1996, the Company, through the Operating Partnership and the
Indianapolis Partnership, entered into an approximately $36.7 million 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 7.5% and provides for monthly
principal and interest payments based on a 25-year amortization schedule. The
CIGNA Loan will mature on April 1, 2003. The CIGNA Loan may be prepaid only
after April 30, 1999 in exchange for the greater of a 1% premium or a yield
maintenance premium.
On March 20, 1996, the Company, through the Operating Partnership, assumed
an approximately $6.4 million mortgage loan and an approximately $3.0 million
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 will mature on January 1, 2013. The
Assumed Loans may be prepaid only after December 22, 1999 in exchange for the
greater of a 1% premium or a yield maintenance premium.
PROPERTY MANAGEMENT
At December 31, 1996, Company employees managed 358 of the Company's 379
properties. Twenty-one properties were managed at the local level by parties
other than the Company, with oversight by the Company's Senior Regional
Directors. In each of these cases, the Company retains control over all
leasing, capital investment decisions, rent collection, accounting and most
operational decisions, allowing its local third-party managers limited
operational authority.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in several legal proceedings arising in the
ordinary course of business. All such proceedings, taken together, are not
expected to have a material impact on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
17
19
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 paid per share for the Company's
common stock which trades on the New York Stock Exchange under the trading
symbol FR.
DISTRIBUTION
QUARTER ENDED HIGH LOW DECLARED
------------- ---- --- -------------------
December 31, 1996 $30 7/8 $24 7/8 $.5050
September 30, 1996 26 22 1/2 .4875
June 30, 1996 24 5/8 21 3/4 .4875
March 31, 1996 25 21 3/8 .4875
December 31, 1995 22 1/2 19 3/8 .4875
September 30, 1995 20 1/2 19 1/2 .4725
June 30, 1995 20 1/2 17 3/8 .4725
March 31, 1995 19 5/8 17 3/4 .4725
The Company had 308 common stockholders of record as of March 20, 1997.
The Company has determined that, for federal income tax purposes,
approximately 65.97% of the total $1.9675 in distributions per share paid with
respect to 1996 represents ordinary dividend income to its stockholders, while
the remaining 34.03% 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 $1.39
per share for 1996.
ITEM 6. SELECTED FINANCIAL AND OPERATING 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 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, 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, 1996, 1995 and 1994, and June 30, 1994 (unaudited) include the balances of
the Company. The historical balance sheet data as of December 31, 1993 and
1992, and the six months ended June 30, 1994 and the combined statements of
operations for the years ended December 31, 1993 and 1992, have been derived
from the historical financial statements of the Contributing Businesses. In the
opinion of management, financial data as of and for the periods ended June 30,
1994, December 31, 1993 and 1992 include all adjustments necessary to present
fairly the information set forth therein.
18
20
THE COMPANY CONTRIBUTING BUSINESSES
----------------------------------------------- ------------------------------------
HISTORICAL
HISTORICAL ------------------------------------
HISTORICAL HISTORICAL PRO FORMA SIX SIX YEAR ENDED
YEAR YEAR YEAR MONTHS MONTHS DECEMBER 31,
ENDED ENDED ENDED ENDED ENDED -----------------------
12/31/96 12/31/95 12/31/94 12/31/94 6/30/94 1993 1992
----------- ---------- ---------- ---------- ---------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE, RATIO AND PROPERTY DATA)
STATEMENTS OF OPERATIONS DATA:
Total Revenues.......................... $ 140,055 $ 106,486 $ 87,923 $ 46,570 $ 22,816 $ 33,237 $ 31,145
Property Expenses....................... 39,224 28,302 22,714 11,853 6,036 8,832 7,308
General & Administrative Expense........ 4,018 3,135 2,310 1,097 795 1,416 1,699
Interest Expense........................ 28,954 28,591 19,528 10,588 11,773 18,187 18,350
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Cost ................ 3,286 4,438 6,113 2,904 858 997 1,644
Depreciation and Other Amortization 28,049 22,264 19,189 9,802 4,744 7,105 6,328
Loss from Disposition of Interest
Rate Protection Agreement (a)........... --- 6,410 --- --- --- --- ---
Management and Construction
Income (Loss), Net...................... --- --- --- --- (81) (99) 136
Gain on Sales of Properties............. 4,344 --- --- --- --- --- ---
Minority Interest....................... 2,931 997 1,405 778 --- --- ---
----------- ---------- ---------- ---------- ---------- ---------- -----------
Income (Loss) Before
Extraordinary Items..................... 37,937 12,349 16,664 9,548 (1,471) (3,399) (4,048)
Extraordinary Gain (Loss) (b)........... (2,273) --- --- --- (1,449) --- 2,340
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net Income (Loss)....................... $35,664 $ 12,349 $ 16,664 $ 9,548 $ (2,920) $ (3,399) $ (1,708)
=========== ========== ===========
Preferred Stock Dividends............... (3,919) (468) --- ---
----------- ---------- ---------- ----------
Net Income Available to Common
Stockholders............................ $ 31,745 $ 11,881 $ 16,664 $ 9,548
=========== ========== ========== ==========
Net Income Available to Common
Stockholders Per Share.................. $ 1.28 $ .63 $ .92 $ .51
=========== ========== ========== ==========
Net Income Available to Common
Stockholders Before
Extraordinary Loss Per Share............ $ 1.37 $ .63 $ .92 $ .51
=========== ========== ========== ==========
Distributions Per Share................. $ 1.9675 $ 1.905 $ .945
=========== ========== ==========
Weighted Average Number of
Common Shares Outstanding............... 24,756 18,889 18,182 18,881
=========== ========== ========== ==========
BALANCE SHEET DATA (END OF PERIOD):
Real Estate, Before Accumulated
Depreciation............................ $ 1,050,779 $ 757,516 $ 669,608 $ 597,504 $ 209,177 $ 192,053
Real Estate, After Accumulated
Depreciation............................ 959,322 688,767 620,294 556,902 171,162 160,735
Total Assets............................ 1,022,600 753,904 691,081 616,767 189,789 175,693
Mortgage Loans, Acquisition
Facilities Payable, Construction
Loans and Promissory Notes
Payable................................. 406,401 399,958 348,700 305,000 179,568 168,659
Mortgage Loans (affiliated)............. --- --- --- --- 7,624 7,951
Total Liabilities....................... 447,178 426,972 374,849 323,703 227,553 208,569
Stockholders' Equity/ (Net Deficit)..... 532,561 306,023 292,420 269,326 (37,764) (32,876)
OTHER DATA:
Cash Flows From Operating Activities.... $ 62,621 $ 38,541 $ 18,033 $ 5,026 $ 8,700 $ 1,877
Cash Flows From Investing Activities.... (240,571) (84,159) (73,840) (374,757) (17,124) (2,317)
Cash Flows From Financing
Activities.............................. 176,677 45,420 57,475 374,152 9,093 1,250
Funds From Operations ("FFO") (c)....... 60,546 41,428 20,128 3,273 3,706 2,280
Ratio of Earnings to Fixed
Charges and Preferred Stock
Dividends (d)........................... 1.88x 1.56x 1.76x --- (e) --- (e) --- (e)
Total Properties (f).................... 379 271 246 226 124 118
Total GLA in sq.ft (f).................. 32,700,069 22,562,755 19,169,321 17,393,813 6,376,349 5,883,730
Occupancy % (f)......................... 97% 97% 97% 97% 94% 92%
==================================================================================================================================
19
21
(a) One-time loss from disposition of Interest Rate Protection Agreement.
(b) Upon consummation of the Initial Offering in June 1994, certain
Contributing Businesses' loans were repaid and the related unamortized
deferred financing fees totaling $1,449 were written off. In 1996, the
Company terminated certain revolving credit facilities and construction
loans before their contractual maturity date. The resulting write-off of
unamortized deferred financing costs and prepayment fee incurred to retire
the above mentioned credit facilities and loans was $2,273.
(c) 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:
The Company Contributing Businesses
--------------------------------- ---------------------------------
Six Months Six Months
Year Ended Year Ended Ended Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94 6/30/94 12/31/93 12/31/92
---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss) Available to
Common Stockholders............. $31,745 $11,881 $ 9,548 $(2,920) $(3,399) $(1,708)
Adjustments:
Depreciation and Other
Amortization.................... 27,941 22,140 9,802 4,744 7,105 6,328
Disposition of Interest Rate
Protection Agreement............ --- 6,410 --- --- --- ---
Gain on Sales of Properties..... (4,344) --- --- --- --- ---
Extraordinary Items............. 2,273 --- --- 1,449 --- (2,340)
Minority Interest............... 2,931 997 778 --- --- ---
------- ------- ------- -------- ------- -------
Funds From Operations........... $60,546 $41,428 $20,128 $ 3,273 $ 3,706 $ 2,280
======= ======= ======= ======== ======= =======
(d) 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
disposition of interest rate protection agreement, gain on sales of
properties, minority interest and extraordinary items. Fixed charges
consist of interest costs, whether expensed or capitalized, and
amortization of interest rate protection agreement(s) and deferred
financing costs.
(e) Earnings were inadequate to cover fixed charges by approximately $1.4
million, $3.4 million and $4.3 million for the six months ended June 30,
1994 and the years ended December 31, 1993 and 1992, respectively, which
periods were prior to the Company's initial public offering.
(f) As of end of period and excludes properties under development.
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 and Combined
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
At December 31, 1996, the Company owned 379 in-service properties
containing approximately 32.7 million square feet of GLA, compared to 271
in-service properties with approximately 22.6 million square feet of GLA at
December 31, 1995. During 1996, the Company acquired 112 properties containing
approximately 10.4 million square feet of GLA, completed development of two
properties totaling .2 million square feet of GLA and sold six properties
totaling .4 million square feet of GLA.
20
22
Revenues increased in 1996 over 1995 by $33.6 million or 31.5% due
primarily to the properties acquired after December 31, 1994. Revenues from
properties owned prior to January 1, 1995 increased in 1996 over 1995 by $3.2
million or 3.3% due primarily to increased rental rates upon renewal or
replacement of tenant leases and additional amounts charged to tenants for
additional property expenses incurred in 1996.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased in 1996 over 1995 by $10.9 million or 38.6% due primarily to
properties acquired after December 31, 1994. For properties owned prior to
January 1, 1995, property expenses increased in 1996 over 1995 by $1.2 million
or 4.8% due to additional snow removal expenses incurred in the Minneapolis and
Harrisburg metropolitan areas, additional repair and maintenance expenses
incurred in the Chicago metropolitan area and increased real estate taxes in
the majority of the Company's geographical markets.
General and administrative expense increased in 1996 over 1995 by $.9
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 from $28.6 million in 1995 to $29.0 million in
1996. The average outstanding debt balance was approximately $18.6 million
higher in 1996 due to an increase in acquisition activity during the year;
however, the resulting impact on interest expense was partially offset by lower
interest rates in 1996 on the 1994 Acquisition Facility.
Depreciation and amortization increased in 1996 over 1995 by $5.8 million
due primarily to the additional depreciation and amortization related to the
properties acquired after December 31, 1994.
The $6.4 million loss from disposition of interest rate protection
agreement in 1995 resulted from the replacement of the Company's interest rate
protection agreement entered into in connection with the 1994 Mortgage Loan
with new interest rate protection agreements. Approximately $6.3 million of
the loss is a non-cash loss, representing the difference between the
unamortized cost of the replaced interest rate protection agreement and the
cost of the new interest rate agreements.
The $4.3 million gain on sales of properties in 1996 resulted from the
sale of three properties located in Huntsville, Alabama, one property located
in Detroit, Michigan, one property located in Grand Rapids, Michigan and one
property located in Atlanta, Georgia. Gross proceeds for these property sales
totaled approximately $15.0 million.
The $2.3 million extraordinary loss in 1996 represents the write-off of
unamortized deferred financing costs and a prepayment fee for loans that were
paid off in full and retired in 1996.
COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31, 1994
The results of operations for the year ended December 31, 1994 include the
operations of the Contributing Businesses from January 1, 1994 through June 30,
1994 and the operations of the Company from July 1, 1994 through December 31,
1994.
At December 31, 1995, the Company owned 271 in-service properties
containing approximately 22.6 million square feet of GLA, compared to 246
in-service properties with approximately 19.2 million square feet of GLA at
December 31, 1994. Acquisitions of 20 properties containing approximately 2.8
million square feet of GLA were made between December 31, 1994 and December 31,
1995. Also during 1995, the Company completed development of five properties
and expansions of three properties already owned by the Company totaling
approximately .6 million square feet of GLA.
21
23
Revenues increased in 1995 over 1994 by $37.1 million or 53.5% due
primarily to the properties acquired after December 31, 1993. Revenues from
properties owned prior to January 1, 1994 increased in 1995 over 1994 by $1.2
million or 3.2% due primarily to increased rental rates upon renewal or
replacement of tenant leases and an increase in occupancy of certain properties
located in the Detroit metropolitan area.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased in 1995 over 1994 by $10.4 million or 58.2% due primarily to
properties acquired after December 31, 1993. For properties owned prior to
January 1, 1994, property expenses increased in 1995 over 1994 by $.2 million
or 1.6% due to general increases in operating expenses, partially offset by a
decrease of real estate taxes for certain properties located in the Detroit
metropolitan area.
General and administrative expense increased in 1995 over 1994 by $1.2
million due primarily to the additional expenses associated with being a public
company (including directors' fees, director and officer liability insurance,
additional professional fees relating to additional properties and personnel to
manage and expand the Company's business).
Interest expense increased from $22.4 million in 1994 to $28.6 million in
1995. The increase reflects higher average debt levels in 1995 related to
acquisition and development activity during the year, and higher average
interest rates in 1995.
Depreciation and amortization increased in 1995 over 1994 by $7.7 million
due primarily to the additional depreciation and amortization related to the
properties acquired after December 31, 1993.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996, the Company's unrestricted cash and cash
equivalents totaled $7.7 million and restricted cash totaled $11.8 million.
Restricted cash includes $9.4 million of reserves required to be set aside for
payments of tenant improvements, capital expenditures, interest, real estate
taxes, insurance and potential environmental costs. The portion of the cash
reserves relating to payments for potential environmental costs was established
at the closing of the 1994 Mortgage Loan. Such amounts are distributed to the
Company as expenditures are made and are not required to be replenished. The
portion of cash reserves relating to payments for tenant improvements and
capital expenditures was established at the closings of the 1994 Mortgage Loan
and 1995 Mortgage Loan and such amounts are distributed to the Company as
expenditures are made and are required to be replenished on a monthly basis.
The portion of the cash reserves relating to payments for interest, real estate
taxes and insurance for the 1994 Mortgage Loan and 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. Of the $11.8 million reserve referred to above, $.5 million
relates to potential environmental costs, which was an amount negotiated with
the lender under the 1994 Mortgage Loan. In each of 1996 and 1995, the Company
incurred environmental costs of $.1 million. The Company estimates 1997 costs
of approximately $.4 million. The Company estimates that the aggregate cost
which may need to be expended in 1997 and beyond with regard to currently
identified environmental issues will not exceed approximately $1.2 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.
Net cash provided by operating activities was $62.6 million for the year
ended December 31, 1996 compared to $38.5 million for the year ended December
31, 1995 and $23.1 million for the year ended December 31, 1994. The increases
are primarily due to increased net operating income as discussed in the
"Results of Operations" above.
Net cash used in investing activities was $240.6 million for the year
ended December 31, 1996 compared to $84.2 million and $448.6 million for the
years ended December 31, 1995 and December 31, 1994, respectively. The majority
of the cash used in investing activities was for acquisition of new properties.
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24
Net cash provided by financing activities for the year ended December 31,
1996 increased to $176.7 million from $45.4 million for the year ended December
31, 1995, reflecting the issuance of 10.9 million shares of common stock offset
in part by increased distributions to the common stockholders and Unit holders,
dividends to the preferred stockholders and a net pay down on the 1994
Acquisition Facility. Net cash provided by financing activities for the year
ended December 31, 1995 was $45.4 million, compared to $431.6 million for the
year ended December 31, 1994, reflecting primarily debt and equity transactions
relating to the Company's Initial Offering in June 1994 and an increase in
indebtedness due to the properties acquired subsequent to the Initial Offering.
Funds from operations increased by $19.1 million or 46.1% in 1996 compared
to 1995 and increased by $18.0 million or 77.0% in 1995 compared to 1994 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
1.88 for the year ended Dcember 31, 1996 compared to 1.56 for the year ended
December 31, 1995 and 1.34 for the year ended December 31, 1994. The increases
are primarily due to increased net operating income as discussed in the
"Results of Operations" above.
In 1996, the Company acquired 112 industrial properties comprising
approximately 10.4 million square feet of GLA for a total purchase price of
approximately $253 million, completed the development of two build-to suit
properties comprising approximately .2 million square feet of GLA at a cost of
approximately $9.0 million and sold properties comprising approximately .4
million square feet of GLA for $15 million. The acquisitions and developments
were financed in part by proceeds from the February 1996 Equity Offering and
the October 1996 Equity Offering (as such terms are hereinafter defined),
borrowings under the Company's acquisition facilities and by new mortgage debt.
The Company has committed to the construction of two light industrial and
five bulk warehouse properties totaling approximately 1.0 million square feet.
The estimated total construction costs are approximately $27.4 million. These
developments are expected to be funded with cash flow from operations as well as
borrowings under the 1996 Unsecured Acquisition Facility.
In 1996, the Company and Operating Partnership paid a quarterly
distribution of $.4875 per share/Unit related to each of the first, second and
third quarters. In addition, the Company and Operating Partnership paid a
fourth quarter 1996 distribution of $.505 per share/Unit on January 20, 1997.
The total distributions paid to the Company's stockholders and the Operating
Partnership's limited partners related to 1996 totaled $54.3 million.
In 1996, the Company paid a quarterly preferred dividend of $.59375 per
share to its preferred stockholders related to each of the first, second, third
and fourth quarters. The total preferred dividends paid to the Company's
preferred stockholders related to 1996 totaled $3.9 million.
23
25
On February 2, 1996, the Company completed an offering of 5.175 million
shares (inclusive of the underwriters' over-allotment option) of common stock
at a purchase price of $22 per share (the "February 1996 Equity Offering").
The net proceeds of $106.3 million were used to repay outstanding borrowings
totaling $59.4 million and fund acquisitions closed subsequently in the first
quarter of 1996.
On October 25, 1996, the Company completed an offering of 5.75 million
shares (inclusive of the underwriters' over-allotment option) of common stock
at a purchase price of $25.50 per share (the "October 1996 Equity Offering").
The net proceeds of $137.7 million were used to repay outstanding borrowings
totaling $84.2 million and to fund acquisitions closed in the fourth quarter of
1996.
On July 1, 1995, the Company effectively fixed the interest rate on its
$300 million 1994 Mortgage Loan at 6.97% for a term of six years beginning July
1, 1995 and ending June 30, 2001. The Company accomplished this by entering
into interest rate protection agreements for a notional value of $300 million.
The interest rate protection agreements require the Company to pay monthly to
the counterparty a fixed interest rate which effectively fixes the interest
rate on the 1994 Mortgage Loan at 6.97%. The Company will continue to use
interest rate protection agreements to hedge interest rate risk where
appropriate.
On March 20, 1996, the Company, through the Operating Partnership and the
Indianapolis Partnership, entered into the $36.7 million 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 7.5% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan will mature on April
1, 2003. The CIGNA Loan may be prepaid only after April 30, 1999, in exchange
for the greater of a 1% premium or a yield maintenance premium.
On March 20, 1996, the Company, through the Operating Partnership, assumed
an approximately $6.4 million mortgage loan and an approximately $3.0 million
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 will mature on January 1, 2013. The
Assumed Loans may be prepaid only after December 22, 1999, in exchange for the
greater of a 1% premium or a yield maintenance premium.
In 1997, the Company obtained investment grade ratings on its senior
unsecured debt and its preferred stock from Moody's Investors Service, Standard
& Poor's, Duff & Phelps Credit Rating Co. and Fitch Investors Service, Inc.
In December 1996, the Company terminated its $150 million 1994 Acquisition
Facility and entered into a $200 million 1996 Unsecured Acquisition Facility.
Borrowings under the 1996 Unsecured Acquisition Facility will be used to
finance the acquisitions and development of additional properties and for other
corporate purposes, including to obtain working capital. It is the Company's
intent to, from time to time, replace borrowings under the 1996 Unsecured
Acquisition Facility with long term sources of capital as the Company deems
appropriate.
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.
24
26
The Company expects to meet long-term (greater than one year) liquidity
requirements such as property acquisitions, scheduled debt maturities, major
renovations, expansions and other non-recurring capital improvements through
long-term unsecured indebtedness and the issuance of additional equity
securities. The Company may finance the acquisition or development of
additional properties through borrowings under the 1996 Unsecured Acquisition
Facility. At December 31, 1996, borrowings under the 1996 Unsecured
Acquisition Facility bore interest at a weighted average interest rate of
8.25%. The borrowings under the 1996 Unsecured Acquisition Facility were
converted to an interest rate of 6.6% on January 7, 1997. As of March 20,
1997, the Company had $68.1 million available in additional borrowings under
the 1996 Unsecured Acquisition Facility. While the Company may sell properties
if property or market conditions make it desirable, the Company does not expect
to sell assets in the foreseeable future to satisfy its liquidity requirements.
OTHER
In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Standards No. 128 (FAS 128), "Earnings per Share,
"effective for financial statements issued after December 15, 1997. The
Company intends to adopt FAS 128 in fiscal year 1997. The Company has not
determined the financial impact of FAS 128.
INFLATION
For the last several years, inflation has not had a significant impact on
the Company because of the relatively low inflation rates in the Company's
markets of operation. Most of the Company's leases require the tenants to pay
their share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing the Company's exposure to
increases in costs and operating expenses resulting from inflation. In
addition, many of the outstanding leases expire within 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.
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.
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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 30, 1997, and thus are
incorporated herein by reference in accordance with General Instruction
G(3) to Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS
(1 & 2) See Index to Financial Statements and Financial Statement
Schedule on page F-1 of this Form 10-K
(3) Exhibits:
Exhibit
No. Description
------- -----------
3.1 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
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-3, File No. 333-03999)
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)
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)
4.3 Loan Agreement by and between Nomura Asset
Capital Corporation and First Industrial Financing
Partnership, L.P. (incorporated by reference to Exhibit 4.1
of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, File No. 1-13102)
4.4 Amendment to Loan Agreement by and between
Nomura Asset Capital Corporation and First Industrial
Financing Partnership, L.P. (incorporated by reference to
Exhibit 4.2 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13102)
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28
Exhibit
No. Description
------- -----------
4.5 Second Amended and Restated Revolving Credit Agreement (the
"Credit Agreement"), dated as of May 12, 1995, by and among
First Industrial, L.P., First Industrial Pennsylvania, L.P.,
First Industrial Realty Trust, Inc., the First National Bank
of Chicago and the other financial institutions party
thereto (incorporated by reference as the sole exhibit to
the Company's quarterly report on Form 10-Q for the period
ended June 30, 1995, File No. 1-13102)
4.6 First Amendment to the Credit Agreement (incorporated by
reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-3, File No. 33-80829)
4.7 Second Amendment to the Credit Agreement (incorporated by
reference to Exhibit 10.2 of the Company's Registration
Statement on Form S-3, File No. 33-80829)
4.8 Third Amendment to the Credit Agreement (incorporated by
reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-3, File No. 33-80829)
4.9* Unsecured Revolving Credit Agreement (the "Unsecured
Revolving Credit Agreement"), dated as of December 16,
1996, by and among First Industrial, L.P., First Industrial
Realty Trust, Inc., the First National Bank of Chicago NBD
and Union Bank of Switzerland, New York Branch
4.10* First Amendment to Unsecured Revolving Credit Agreement
4.11 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)
4.12 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 Exhbit 4.9 of the Company's
Registration Statement on Form S-3, File No. 33-97014)
4.13 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)
4.14 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)
10.1 Second Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. (incorporated by reference to Exhibit
10.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 1-13102)
10.2 Contribution Agreement dated April 16, 1994, by and between
Metro Chicago Investment Company and Realty Trust Funding
Corporation (incorporated by reference to Exhibit 10.2 to
the Company's Registration Statement on Form S-11, File No.
33-77804)
10.3 Amendment to Exhibit 10.2 (incorporated by reference to
Exhibit 10.3 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13102)
10.4 Contribution Agreement dated April 16, 1994, by and between
National Warehouse Investment Company and Realty Trust
Funding Corporation (incorporated by reference to Exhibit
10.3 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
27
29
Exhibit
No. Description
------- -----------
10.5 Amendment to Exhibit 10.4 (incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13102)
10.6 Contribution Agreement dated April 16, 1994, by and between
Chicago Suburban Investment Company and Realty Trust Funding
Corporation (incorporated by reference to Exhibit 10.4 to
the Company's Registration Statement on Form S-11, File No.
33-77804)
10.7 Amendment to Exhibit 10.6 (incorporated by reference to
Exhibit 10.7 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13102)
10.8 Contribution Agreement dated April 16, 1994, by and between
Great Circle Investments Limited Partnership and Realty
Trust Funding Corporation (incorporated by reference to
Exhibit 10.5 to the Company's Registration Statement on Form
S-11, File No. 33-77804)
10.9 Amendment to Exhibit 10.8 (incorporated by reference to
Exhibit 10.9 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13102)
10.10 Contribution Agreement dated April 16, 1994, by and between
Mid-County Trade Center Investment Company and Realty Trust
Funding Corporation (incorporated by reference to Exhibit
10.6 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
10.11 Amendment to Exhibit 10.10 (incorporated by reference to
Exhibit 10.11 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, File No. 1-13102)
10.12 Contribution Agreement dated April 16, 1994, by and between
Multi-City Investment Company and Realty Trust Funding
Corporation (incorporated by reference to Exhibit 10.7 to
the Company's Registration Statement on Form S-11, File No.
33-77804)
10.13 Amendment to Exhibit 10.12 (incorporated by reference to
Exhibit 10.13 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, File No. 1-13102)
10.14 Contribution Agreement dated April 16, 1994, by and among
Tomasz/Shidler Investment Corporation,
Brennan/Tomasz/Shidler Investment Corporation and ProVest,
L.P. (incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-11, File No.
33-77804)
10.15 Contribution Agreement dated April 16, 1994, by and between
Lambert/Shidler Investment Corporation and ProVest, L.P.
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-11, File No. 33-77804)
10.16 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)
10.17 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)
10.18 Non-Competition Agreement between Steven B. Hoyt and First
Industrial Realty Trust, Inc. (incorporated by reference to
Exhibit 10.15 to the Company's Registration Statement on
Form S-11, File No. 33-77804)
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30
Exhibit
No. Description
------- -----------
10.19 Agreement for the Purchase and Sale of Partnership Interests
and Corporate Shares dated July 16, 1993, by and between
various Sellers specified therein and Hamlin/Shidler
Investment Corporation (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
10.20 First Amendment to Agreement for the Purchase and Sale of
Partnership Interests and Corporate Shares dated November 9,
1993, by and between various Sellers specified therein and
Hamlin/Shidler Investment Corporation (incorporated by
reference to Exhibit 10.17 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.21 Agreement for the Sale of Partnership Interests dated
November 10, 1993, between Anthony Muscatello and
Hamlin/Shidler Investment Corporation (incorporated by
reference to Exhibit 10.18 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.22 Agreement dated November 10, 1993, by and between Anthony
Muscatello and Hamlin/Shidler Investment Corporation, Jay H.
Shidler and Clay W. Hamlin, III (incorporated by reference
to Exhibit 10.19 to the Company's Registration Statement on
Form S-11, File No. 33-77804)
10.23 Restructure Agreement dated March 30, 1994, between Anthony
Muscatello and Hamlin/Shidler Investment Corporation
(incorporated by reference to Exhibit 10.20 to the Company's
Registration Statement on Form S-11, File No. 33-77804)
10.24 Agreement of Purchase and Sale dated March 31, 1994, by and
between Steven B. Hoyt and ProVest L.P. (incorporated by
reference to Exhibit 10.21 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.25 Agreement of Purchase and Sale dated March 31, 1994, by and
between Steven B. Hoyt and ProVest L.P. (incorporated by
reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.26 Agreement of Purchase and Sale dated March 31, 1994, by and
between Steven B. Hoyt and ProVest L.P. (incorporated by
reference to Exhibit 10.23 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.27 Asset Purchase Agreement dated as of March 31, 1994, by and
between ProVest, L.P. and Hoyt Properties Inc. (incorporated
by reference to Exhibit 10.24 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.28 Share Contribution Agreement dated March 17, 1994, among
Brennan/Tomasz/Shidler Capital Corporation, Michael G.
Damone and Daniel R. Andrew (incorporated by reference to
Exhibit 10.25 to the Company's Registration Statement on
Form S-11, File No. 33-77804)
10.29 Acquisition Agreement dated March 29, 1994, by and among
Kenmore Properties Joint Venture, C/O Investment Associates,
Westwood Properties and Brennan/Tomasz/Shidler Capital
Corporation (incorporated by reference to Exhibit 10.26 to
the Company's Registration Statement on Form S-11, File No.
33-77804)
10.30 Acquisition Agreement dated March 29, 1994, by and among C/O
Investment Associates and Brennan/Tomasz/Shidler Capital
Corporation (incorporated by reference to Exhibit 10.27 to
the Company's Registration Statement on Form S-11, File No.
33-77804)
10.31 Acquisition Agreement dated March 29, 1994, by and among
Rochester Hills Executive Park, New England Mutual Life
Insurance Company, RHEP Limited Partnership and
Brennan/Tomasz/Shidler Capital Corporation (incorporated by
reference to Exhibit 10.28 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
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31
Exhibit No. Description
10.32 Acquisition Agreement dated March 29, 1994, by
and among Newbury 1972, New England Mutual Life Insurance
Company, Glenhurst Properties and Brennan/Tomasz/Shidler
Capital Corporation (incorporated by reference to Exhibit
10.29 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
10.33 Acquisition Agreement dated March 29, 1994, by
and among Boylston Properties Joint Venture, C/O Investment
Associates, Maple Properties and Brennan/Tomasz/Shidler
Capital Corporation (incorporated by reference to Exhibit
10.30 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
10.34 Acquisition Agreement dated March 29, 1994, by
and among Concord Properties Joint Venture, C/O Investment
Associates, Fairway Development Company and
Brennan/Tomasz/Shidler Capital Corporation (incorporated by
reference to Exhibit 10.31 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.35 Acquisition Agreement dated March 29, 1994, by
and among Newbury Properties Joint Venture, C/O Investment
Associates, Glenhurst Properties and Brennan/Tomasz/Shidler
Capital Corporation (incorporated by reference to Exhibit
10.32 to the Company's Registration Statement on Form S-11,
File No. 33-77804)
10.36 Acquisition Agreement dated March 29, 1994, by
and among Boylston 501 Joint Venture, New England Mutual Life
Insurance Company, Maple Properties and
Brennan/Tomasz/Shidler Capital Corporation (incorporated by
reference to Exhibit 10.33 to the Company's Registration
Statement on Form S-11, File No. 33-77804)
10.37 + 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)
10.38 Amendment to Exhibit A of Exhibit 10.22
(incorporated by reference to Exhibit 10.43 to the Company's
Registration Statement on Form S-11, File No. 33-77804)
10.39 Reimbursement Agreement by and among First
Industrial Realty Trust, Inc., First Industrial, L.P. and Jay
H. Shidler (incorporated by reference to Exhibit 10.39 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994, File No. 1-13102)
10.40 Letter of Resignation from Paul T. Lambert to
First Industrial, dated January 10, 1996 (incorporated by
reference to Exhibit 10.40 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, File No.
1-13102)
10.41 + Employee Stock Option Agreement Amendment for Paul T.
Lambert, dated December 31, 1995 (incorporated by reference
to Exhibit 10.41 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, File No. 1-13102)
10.42 + 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)
10.43 Noncompetition Agreement between First
Industrial and Paul T. Lambert, dated January 1, 1996
(incorporated by reference to Exhibit 10.43 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995, File No. 1-13102)
10.44 Interest Rate Protection Agreement
(incorporated by reference to Exhibit 10.40 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, File No. 1-13102)
30
32
Exhibit No. Description
10.45 Interest Rate Protection Termination Agreement
between First Industrial Financing Partnership, L.P. and UBS
Securities (Swaps) Inc. (incorporated by reference to Exhibit
10.45 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 1-13102)
10.46 Interest Rate Protection Agreement between
First Industrial Financing Partnership, L.P. and UBS
Securities (Swaps) Inc. (incorporated by reference to Exhibit
10.46 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 1-13102)
10.47 Interest Rate Swap Agreement between First
Industrial, L.P. and UBS Securities (Swaps) Inc.
(incorporated by reference to Exhibit 10.47 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995, File No. 1-13102)
10.48 First Amendment to Second Amended and Restated
Limited Partnership Agreement of First Industrial, L.P.,
dated November 17, 1995 (incorporated by referenced to
Exhibit 10.1 of the Form 10-Q of the Company for the fiscal
quarter ended June 30, 1996, File No. 1-13102)
10.49 Second Amendment to Second Amended and
Restated Limited Partnership Agreement of First Industrial,
L.P., dated March 20, 1996 (incorporated by referenced to
Exhibit 10.2 of the Form 10-Q of the Company for the fiscal
quarter ended June 30, 1996, File No. 1-13102)
10.50 Third Amendment to Second Amended and Restated
Limited Partnership Agreement of First Industrial, L.P.,
dated June 28, 1996 (incorporated by referenced to Exhibit
10.3 of the Form 10-Q of the Company for the fiscal quarter
ended June 30, 1996, File No. 1-13102)
10.51 Fourth Amendment to Second Amended and
Restated Limited Partnership Agreement of First Industrial,
L.P., dated September 13, 1996 (incorporated by referenced to
Exhibit 10.1 of the Form 10-Q of the Company for the fiscal
quarter ended September 30, 1996, File No. 1-13102)
10.52 Fifth Amendment to Second Amended and Restated
Limited Partnership Agreement of First Industrial, L.P.,
dated September 30, 1996 (incorporated by referenced to
Exhibit 10.2 of the Form 10-Q of the Company for the fiscal
quarter ended September 30, 1996, File No. 1-13102)
10.53 * Sixth Amendment to Second Amended and Restated Limited
Partnership Agreement of First Industrial, L.P., dated
November 14, 1996
10.54 * Seventh Amendment to Second Amended and Restated
Limited Partnership Agreement of First Industrial, L.P.,
dated January 31, 1997
10.55 * Eighth Amendment to Second Amended and Restated Limited
Partnership Agreement of First Industrial, L.P., dated March
17, 1997
10.56 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)
10.57 Contribution Agreement dated March 19, 1996
among FR Acquisitions, Inc. and the parties listed on the
signature pages thereto (incorporated by reference to Exhibit
10.1 of the Form 8-K of the Company dated April 3, 1996, File
No. 1-13102)
10.58 * Contribution Agreement dated January 31, 1997 among FR
Acquisitions, Inc. and the parties listed on the signature
pages thereto
10.59 * + Employment Agreement dated December 4, 1996 between the
Company and Michael T. Tomasz
10.60 * + Employment Agreement dated February 1, 1997 between the
Company and Michael W. Brennan
10.61 * + Employment Agreement dated January 31, 1997 between the
Company and Jan Burman
31
33
Exhibit No. Description
- ----------- -----------
10.62 * + 1997 Stock Incentive Plan
21.1 * Subsidiaries of the Registrant
23 * Consent of Coopers & Lybrand L.L.P.
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
Report on Form 8-K dated October 24, 1996, filing as an exhibit thereto, a
definitive underwriting agreement relating to the Company's public offering of
common stock.
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.
150 N. Wacker, Suite 150
Chicago, IL 60606
Attention: Investor Relations
32
34
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 27, 1997 By: /s/ Michael T. Tomasz Michael T. Tomasz
---------------------------------------
President, Chief Executive Officer and
Director
(Principal Executive Officer)
Date: March 27, 1997 By: /s/ Michael J. Havala .
----------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jay H. Shidler Chairman of the Board of Directors March 27, 1997
----------------------
Jay H. Shidler
/s/ Michael T. Tomasz President, Chief Executive Officer March 27, 1997
---------------------- and Director
Michael T. Tomasz
/s/ Michael W. Brennan Chief Operating Officer and Director March 27, 1997
----------------------
Michael W. Brennan
/s/ Michael G. Damone Senior Regional Director and Director March 27, 1997
----------------------
Michael G. Damone
/s/ John L. Lesher Director March 27, 1997
----------------------
John L. Lesher
/s/ Kevin W. Lynch Director March 27, 1997
----------------------
Kevin W. Lynch
/s/ John E. Rau Director March 27, 1997
----------------------
John E. Rau
/s/ Robert J. Slater Director March 27, 1997
----------------------
Robert J. Slater
/s/ J. Steven Wilson Director March 27, 1997
----------------------
J. Steven Wilson
33
35
EXHIBIT INDEX
Exhibit
No. Description
------- ------------
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 16, 1996, by and among
First Industrial, L.P., First Industrial Realty Trust, Inc., the
First National Bank of Chicago NBD and Union Bank of Switzerland,
New York Branch
4.10 First Amendment to Unsecured Revolving Credit Agreement
10.53 Sixth Amendment to Second Amended and Restated Limited
Partnership Agreement of First Industrial, L.P., dated November 14,
1996
10.54 Seventh Amendment to Second Amended and Restated Limited
Partnership Agreement of First Industrial, L.P., dated January 31,
1997
10.55 Eighth Amendment to Second Amended and Restated Limited
Partnership Agreement of First Industrial, L.P., dated March 17,
1997
10.58 Contribution Agreement dated January 31, 1997 among FR
Acquisitions, Inc. and the parties listed on the signature pages
thereto
10.59 Employment Agreement dated December 4, 1996 between the Company
and Michael T. Tomasz
10.60 Employment Agreement dated February 1, 1997 between the Company
and Michael W. Brennan
10.61 Employment Agreement dated January 31, 1997 between the Company
and Jan Burman
10.62 1997 Stock Incentive Plan
21.1 Subsidiaries of the Registrant
23 Consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule
34
36
FIRST INDUSTRIAL REALTY TRUST, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
FINANCIAL STATEMENTS
Report of Independent
Accountants............................................... F-2
Consolidated Balance Sheets of First Industrial Realty
Trust, Inc. (the "Company") as of December 31, 1996 and
1995...................................................... F-3
Consolidated Statements of Operations of the Company for
the Years Ended December 31, 1996 and 1995 and for the
Period July 1, 1994 to December 31, 1994, and Combined
Statement of Operations for the Contributing Businesses
for the Period January 1, 1994 to June 30,
1994...................................................... F-4
Consolidated Statements of Changes in Stockholders'
Equity of the Company for the Years Ended December 31,
1996 and 1995 and for the Period July 1, 1994 to December
31, 1994 and Combined Statement of Changes in Net Deficit
of the Contributing Businesses for the Period January 1,
1994 to June 30, 1994..................................... F-5
Consolidated Statements of Cash Flows of the Company for
the Years Ended December 31, 1996 and 1995 and for the
Period July 1, 1994 to December 31, 1994 and Combined
Statement of Cash Flows of the Contributing Businesses
for the Period January 1, 1994 to June 30,
1994...................................................... F-6
Notes to Consolidated and Combined Financial Statements... F-7
FINANCIAL STATEMENT SCHEDULE
Schedule III: Real Estate and Accumulated Depreciation... S-1
F-1
37
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
First Industrial Realty Trust, Inc.
We have audited the consolidated financial statements and the financial
statement schedule of First Industrial Realty Trust, Inc. (the "Company") and
the combined financial statements of the Contributing Businesses as listed on
page F-1 of this Form 10-K. These financial statements and the financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of First
Industrial Realty Trust, Inc. as of December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 1996 and 1995 and for the period July 1, 1994 through
December 31, 1994 and of the Contributing Businesses for the period January 1,
1994 through June 30, 1994, in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
February 12, 1997
F-2
38
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
December 31, December 31,
1996 1995
------------ --------------
ASSETS
Assets:
Investment in Real Estate:
Land................................................................ $ 153,390 $109,227
Buildings and Improvements.......................................... 880,924 645,872
Furniture, Fixtures and Equipment................................... 1,662 2,024
Construction in Progress............................................ 14,803 393
Less: Accumulated Depreciation...................................... (91,457) (68,749)
---------- -----------
Net Investment in Real Estate................................... 959,322 688,767
Cash and Cash Equivalents........................................... 7,646 8,919
Restricted Cash..................................................... 11,837 11,732
Tenant Accounts Receivable, Net..................................... 4,667 2,561
Deferred Rent Receivable............................................ 8,290 7,676
Interest Rate Protection Agreements, Net............................ 8,376 8,529
Deferred Financing Costs, Net....................................... 7,442 9,422
Prepaid Expenses and Other Assets, Net.............................. 15,020 16,298
---------- -----------
Total Assets.................................................... $1,022,600 $753,904
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable.............................................. $ 392,082 $346,850
Construction Loans Payable.......................................... --- 4,873
Acquisition Facilities Payable...................................... 4,400 48,235
Promissory Notes Payable............................................ 9,919 ---
Accounts Payable and Accrued Expenses............................... 18,374 12,468
Rents Received in Advance and Security Deposits..................... 6,122 4,124
Dividends/Distributions Payable..................................... 16,281 10,422
---------- -----------
Total Liabilities............................................. 447,178 426,972
---------- -----------
Minority Interest..................................................... 42,861 20,909
Commitments and Contingencies......................................... --- ---
Stockholders' Equity:
Preferred Stock ($.01 par value, 10,000,000 shares authorized,
1,650,000 shares issued and outstanding).......................... 17 17
Common Stock ($.01 par value, 100,000,000 shares authorized,
29,939,417 and 18,950,216 shares issued and outstanding at
December 31, 1996 and 1995, respectively)......................... 299 190
Additional Paid-in-Capital.......................................... 584,009 338,907
Distributions in Excess of Accumulated Earnings..................... (51,764) (33,091)
---------- -----------
Total Stockholders' Equity.................................... 532,561 306,023
---------- -----------
Total Liabilities and Stockholders' Equity.................... $1,022,600 $ 753,904
========== ===========
The accompanying notes are an integral part of the financial statements.
F-3
39
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company
------------------------------------------------------------
Year Ended Year Ended Six Months Ended
December 31, December 31, December 31,
1996 1995 1994
--------------- ---------------- -------------------
Revenues:
Rental Income....................................................... $ 109,113 $ 83,522 $ 36,883
Tenant Recoveries and Other Income.................................. 30,942 22,964 9,687
--------- -------- --------
Total Revenues...................................................... 140,055 106,486 46,570
--------- -------- --------
Expenses:
Real Estate Taxes................................................... 23,371 16,998 7,409
Repairs and Maintenance............................................. 5,408 3,872 1,582
Property Management................................................. 5,067 3,539 1,357
Utilities........................................................... 3,582 2,060 822
Insurance........................................................... 877 903 385
Other............................................................... 919 930 298
General and Administrative.......................................... 4,018 3,135 1,097
Interest Expense.................................................... 28,954 28,591 10,588
Interest Expense (affiliated)....................................... --- --- ---
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs...... ................................. 3,286 4,438 2,904
Depreciation and Other Amortization................................. 28,049 22,264 9,802
Disposition of Interest Rate Protection Agreement................... --- 6,410 ---
--------- -------- --------
Total Expenses...................................................... 103,531 93,140 36,244
--------- -------- --------
Income (Loss) Before Gain on Sales of Properties,
Management and Construction (Loss),
Minority Interest and Extraordinary Item............................ 36,524 13,346 10,326
Gain on Sales of Properties......................................... 4,344 --- ---
--------- --- ---
Income (Loss) Before Management and Construction
(Loss), Minority Interest and Extraordinary Item.................... 40,868 13,346 10,326
Management and Construction (Loss) ................................. --- ---
Income Allocated to Minority Interest............................... (2,931) (997) (778)
--------- -------- --------
Income (Loss) Before Extraordinary Item............................. 37,937 12,349 9,548
Extraordinary (Loss)................................................ (2,273) --- ---
--------- --- ---
Net Income (Loss)................................................... 35,664 12,349 9,548
Preferred Stock Dividends........................................... (3,919) (468) ---
--------- -------- --------
Net Income Available to Common Stockholders......................... $ 31,745 $ 11,881 $ 9,548
========= ======== ========
Net Income Available to Common Stockholders
Before Extraordinary Loss Per Weighted Average
Common Share Outstanding (24,755,953, 18,889,013
and 18,881,399 in 1996, 1995 and 1994, respectively).. $ 1.37 $ 0.63 $ 0.51
Extraordinary Loss Per Weighted Average Common
Share Outstanding (24,755,953, 18,889,013 and
18,881,399 in 1996, 1995 and 1994, respectively).................... $ (0.09) $ --- $ ---
Net Income Available to Common Stockholders Per
Weighted Average Common Share Outstanding
(24,755,953, 18,889,013 and 18,881,399 in 1996, 1995 and 1994,
respectively)....................................................... $ 1.28 $ 0.63 $ 0.51
Contributing
Businesses
---------------------
Six Months
Ended
June 30, 1994
---------------------
Revenues:
Rental Income....................................................... $ 18,041
Tenant Recoveries and Other Income.................................. 4,775
---------
Total Revenues...................................................... 22,816
--------
Expenses:
Real Estate Taxes................................................... 3,273
Repairs and Maintenance............................................. 1,225
Property Management................................................. 677
Utilities........................................................... 570
Insurance........................................................... 184
Other............................................................... 107
General and Administrative.......................................... 795
Interest Expense.................................................... 9,868
Interest Expense (affiliated)....................................... 1,905
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs...... ................................. 858
Depreciation and Other Amortization................................. 4,744
Disposition of Interest Rate Protection Agreement................... ---
---------
Total Expenses...................................................... 24,206
----------
Income (Loss) Before Gain on Sales of Properties,
Management and Construction (Loss),
Minority Interest and Extraordinary Item............................ (1,390)
Gain on Sales of Properties......................................... ---
---
Income (Loss) Before Management and Construction
(Loss), Minority Interest and Extraordinary Item.................... (1,390)
Management and Construction (Loss) ................................. (81)
Income Allocated to Minority Interest............................... ---
---------
Income (Loss) Before Extraordinary Item............................. (1,471)
Extraordinary (Loss)................................................ (1,449)
---------
Net Income (Loss)................................................... $ (2,920)
==========
40
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY AND NET DEFICIT
(DOLLARS IN THOUSANDS)
Contributing
Businesses The Company
----------- ----------------------------------------------------------------
Preferred Common Add'l Paid Retained Dist In Excess
Total Net Deficit Stock Stock In Capital Earnings Accum Earning
-------- ----------- --------- ------ ---------- -------- --------------
Balance at December 31, 1993............ $(37,548) $(37,764) $ 0 $ 43 $ 173 $ 0 $ 0
Issuance of Common Stock............... 2 -- -- -- 2 -- --
Common Stock Required................... (102) -- -- (20) (82) -- --
Contributions........................... 18,796 18,796 -- -- -- -- --
Distributions........................... (29,011) (29,011) -- -- -- -- --
Net Loss............................... (2,920) (2,920) -- -- -- -- --
Acquisition and Contribution of
Contributing Businesses' Interests.... (2,970) 50,899 -- -- (53,869) -- --
Net Proceeds from Issuance of Stock..... 324,805 -- -- 152 324,653 -- --
-------- -------- --- ---- -------- -------- --------
Balance at June 30, 1994................ 271,052 0 0 175 270,877 0 0
Net Proceeds from Issuance of
Common Stock.......................... 30,412 -- -- 14 30,398 -- --
Distributions ($.945 per Share/Unit)... (19,296) -- -- -- -- (10,326) (8,970)
Net Income Before Minority Interest.... 10,326 -- -- -- -- 10,326 --
Minority Interest...................... (74) -- -- -- (74) -- --
-------- -------- --- ---- -------- -------- --------
Balance at December 31, 1994............ 292,420 0 0 189 301,201 0 (8,970)
Net Proceeds from Issuance of
Preferred Stock....................... 36,719 -- 17 -- 36,702 -- --
Preferred Stock Dividends
($.2837 per Share).................... (468) -- -- -- -- (468) --
Distributions ($1.905 per Share/Unit).. (38,898) -- -- -- -- (12,878) (26,020)
Net Income Before Minority Interest.... 13,346 -- -- -- -- 13,346 --
Minority Interest:
Allocation of Income.................. (997) -- -- -- -- -- (997)
Distributions ($1.905 per Unit)....... 2,896 -- -- -- -- -- 2,896
Conversion of Units to Common Stock... 1,005 -- -- 1 1,004 -- --
-------- -------- --- ---- -------- -------- --------
Balance at December 31, 1995............ 306,023 0 17 190 338,907 0 (33,091)
Net Proceeds from Issuance of
Common Stock.......................... 244,040 -- -- 109 243,931 -- --
Preferred Stock Dividends
($2.375 per Share).................... (3,919) -- -- -- -- (3,919) --
Distributions
($1.9675 per Share/Unit).............. (54,318) -- -- -- -- (34,676) (19,642)
Exercise of Stock Options.............. 228 -- -- -- 228 -- --
Net Income Before Minority Interest.... 38,595 -- -- -- -- 38,595 --
Minority Interest:
Allocation of Income.................. (2,931) -- -- -- -- -- (2,931)
Distributions ($1.9675 per Unit)...... 3,900 -- -- -- -- -- 3,900
Conversion of Units to Common Stock... 943 -- -- -- 943 -- --
-------- -------- --- ---- -------- -------- --------
Balance at December 31, 1996............ $532,561 $ 0 $17 $299 $584,009 $ 0 $(51,764)
======== ======== === ==== ======== ======== =========
The accompanying notes are an integral part of the financial statements.
F-5
41
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
The Company
and
Contributing
The Company Businesses
------------------------------------------- -------------
Six Months
Year Ended Year Ended Ended Six Months
December 31, December 31, December 31, Ended
1996 1995 1994 June 30, 1994
------------ ------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) ...................... $ 35,664 $ 12,349 $ 9,548 $ (2,920)
Income Allocated to Minority Interest... 2,931 997 778 --
--------- -------- -------- ---------
Income (Loss) Before Minority Interest.. 38,595 13,346 10,326 (2,920)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities:
Depreciation ........................... 24,542 19,440 8,713 4,661
Amortization of Interest Rate
Protection Agreement and Deferred
Financing Costs....................... 3,286 4,438 2,904 858
Other Amortization...................... 3,507 2,824 1,089 83
Provision for Bad Debts................. 100 352 148 --
Gain on Sales of Properties............. (4,344) -- -- --
Extraordinary Items..................... 2,273 -- -- 1,449
Loss from Disposition of Interest Rate
Protection Agreement ................. -- 6,410 -- --
(Increase) in Accounts Receivable and
Other Assets ......................... (4,448) (5,207) (6,436) (4,544)
(Increase) in Deferred Rent Receivable.. (1,189) (1,584) (1,122) (92)
Increase in Accounts Payable, Accrued
Expenses, Rents Received in Advance
and Security Deposits................. 2,085 953 7,987 7,807
Increase in Organization Costs.......... (68) (153) (1,610) (1,466)
(Increase) in Restricted Cash........... (1,718) (2,278) (3,966) (810)
--------- -------- -------- ---------
Net Cash Provided by Operating
Activities............................ 62,621 38,541 18,033 5,026
--------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment
in Real Estate ....................... (257,156) (87,908) (72,913) (367,257)
Proceeds from Sale of Investment in
Real Estate .......................... 14,972 -- -- ---
(Increase) Decrease in Restricted Cash.. 1,613 3,749 (927) (7,500)
--------- -------- -------- ---------
Net Cash Used in Investing Activities... (240,571) (84,159) (73,840) (374,757)
--------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock...... 260,703 -- 32,900 356,612
Common Stock Underwriting Discounts/
Offering Costs ........................ (15,190) -- (7,296) (27,065)
Issuance of Common Stock................. -- -- -- 2
Redemption of Common Stock............... -- -- -- (102)
Proceeds from Sale of Preferred Stock.... -- 41,250 -- --
Preferred Stock Underwriting Discounts/
Offering Costs ........................ (408) (4,123) -- --
Contributions............................ -- -- -- 18,796
Distributions............................ (47,991) (38,592) (9,648) (29,011)
Preferred Stock Dividends................ (4,387) -- -- --
Proceeds from Mortgage Loans Payable..... 36,750 52,850 -- 381,743
Repayments on Mortgage Loans Payable..... (935) (6,000) -- (268,935)
Proceeds from Acquisition Facilities
Payable ............................... 103,523 83,943 48,700 5,000
Repayments on Acquisition Facilities
Payable ............................... (147,357) (84,408) (5,000) --
Proceeds from Construction Loans
Payable ............................... -- 4,873 -- --
Repayment of Construction Loans Payable.. (4,873) -- -- --
Repayment of Notes Payable............... -- -- -- (34,553)
Cost of Debt Issuance and Interest Rate
Protection Agreement .................. (2,799) (4,373) (2,181) (28,335)
Prepayment Fee........................... (359) -- -- --
--------- -------- ------- --------
Net Cash Provided by Financing
Activities ............................ 176,677 45,420 57,475 374,152
--------- -------- ------- --------
Net Increase (Decrease) in Cash and Cash
Equivalents ........................... (1,273) (198) 1,668 4,421
Cash and Cash Equivalents, Beginning of
Period ................................ 8,919 9,117 7,449 3,028
--------- -------- ------- --------
Cash and Cash Equivalents, End of
Period ................................ $ 7,646 $ 8,919 $ 9,117 $ 7,449
======== ======== ======= ========
The accompanying notes are an integral part of the financial statements.
F-6
42
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
1. ORGANIZATION AND FORMATION OF COMPANY
First Industrial Realty Trust, Inc. (the "Company") was organized in the
state of Maryland on August 10, 1993. The Company is a real estate investment
trust ("REIT") as defined in the Internal Revenue Code. The Company is
continuing and expanding the Midwestern industrial property business of The
Shidler Group and the properties and businesses contributed by three other
contributing businesses (the "Contributing Businesses"). The Company's
operations are conducted primarily through First Industrial, L.P. (the
"Operating Partnership") of which the Company is the sole general partner. As
of December 31, 1996, the Company owned 379 in-service properties located in 14
states, containing an aggregate of approximately 32.7 million square feet
(unaudited) of gross leasable area. Of the 379 properties owned by the
Company, 195 are held by First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), 141 are held by the Operating Partnership or the
Operating Partnership's Pennsylvania subsidiaries, 19 are held by First
Industrial Securities, L.P. (the "Securities Partnership"), 23 are held by
First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership") and 1
is held by First Industrial Indianapolis, L.P. (the "Indianapolis
Partnership").
On June 30, 1994, the Company completed its initial public offering of
15,175,000 shares of $.01 par value common stock (the "Initial Offering") and,
in July 1994, issued an additional 1,400,000 shares pursuant to an
over-allotment option. The price per share in the Initial Offering and the
over-allotment option was $23.50, resulting in gross offering proceeds of
approximately $389,512. Net of underwriters' discount and total offering
expenses, the Company received approximately $355,217 in proceeds from the
Initial Offering and the over-allotment option. On June 30, 1994, the Company
(through the Financing Partnership) borrowed $300,000 (the "1994 Mortgage
Loan") from an institutional lender. The net proceeds from the Initial
Offering and the 1994 Mortgage Loan were used primarily to acquire properties,
repay indebtedness and pay certain fees and expenses. The Company began
operations on July 1, 1994.
2. BASIS OF PRESENTATION
First Industrial Realty Trust, Inc. is the sole general partner of the
Operating Partnership, with an approximate 92.4% ownership interest at December
31, 1996. First Industrial Realty Trust, Inc. is the sole stockholder of First
Industrial Finance Corporation, First Industrial Securities Corporation, First
Industrial Mortgage Corporation and First Industrial Indianapolis Corporation,
which are the sole general partners of the Financing Partnership, the
Securities Partnership, the Mortgage Partnership and the Indianapolis
Partnership, respectively. The Operating Partnership is the sole limited
partner of the Financing Partnership, the Securities Partnership, the Mortgage
Partnership and the Indianapolis Partnership. The consolidated financial
statements of the Company at December 31, 1996 and 1995 and for the years ended
December 31, 1996 and 1995 and the six months ended December 31, 1994 include
the accounts and operations of the Company and its subsidiaries. All
significant intercompany transactions have been eliminated in consolidation.
The Statement of Operations, Statement of Changes in Stockholders' Equity
and Net Deficit and Statement of Cash Flows for the six months ended June 30,
1994 reflect the operations, equity and deficit, and cash flows of the
properties and business contributed by The Shidler Group and the properties and
businesses contributed by three other contributing businesses (the "Other
Contributing Businesses" and, together with the foregoing entities, the
"Contributing Businesses") at or prior to the consummation of the Initial
Offering.
F-7
43
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
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 the Contributing Businesses' (defined below) ownership
interests were exchanged for Operating Partnership units and purchase
accounting has been used for all other properties that were acquired for
Operating Partnership units.
Minority interest in the Company at December 31, 1996 represents the
approximately 7.6% aggregate partnership interest in the Operating Partnership
held by the limited partners thereof.
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, 1996 and 1995, and the reported amounts of revenues and expenses
for the years ended December 31, 1996 and 1995 and the six months ended
December 31, 1994 and June 30, 1994. Actual results could differ from those
estimates.
Revenue Recognition:
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenues in the same period
the related expenses are incurred by the 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 $600 and $500 as of December 31, 1996 and
December 31, 1995, respectively.
Investment in Real Estate and Depreciation:
Effective January 1, 1995, the Company adopted Financial Accounting
Standards Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." Real estate assets are
carried at the lower of depreciated cost or fair value as determined by the
Company. 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 and discounting the expected
cash flows of the properties. Such amounts are then compared to the property's
depreciated cost to determine whether an impairment exists.
F-8
44
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
Interest expense, real estate taxes and other directly related expenses
incurred during construction periods are capitalized and depreciated commencing
with the date placed in service, on the same basis as the related assets.
Depreciation expense is computed using the straight-line method based on the
following useful lives:
Years
-----
Buildings and Improvements............... 31.5 to 40
Land Improvements........................ 15
Furniture, Fixtures and Equipment........ 5 to 10
Construction expenditures for tenant improvements and leasing commissions
are capitalized and amortized over the terms of each specific lease.
Maintenance and repairs 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.
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.
Income Taxes:
Prior to the consummation of the Initial Offering, the Contributing
Businesses' operations were conducted through a number of partnerships. In
accordance with partnership taxation, each of the partners are responsible for
reporting their shares of taxable income or loss. Accordingly, no provision
has been made in the accompanying combined financial statements for federal,
state or local income taxes for periods prior to the consummation of the
Initial Offering.
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 statement 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, 1996 totaling $50.4 million are characterized 65.97% ($1.30
per share) as ordinary income and 34.03% ($.67 per share) as return of capital.
Distributions paid for the year ended December 31, 1995 totaling $36.0 million
are characterized 40.17% ($.765 per share) as ordinary income and 59.83%
($1.140 per share) as return of capital. Distributions paid for the six months
ended December 31, 1994 totaling $17.8 million are characterized 60.03% ($.567
per share) as ordinary income and 39.97% ($.378 per share) as return of
capital.
F-9
45
FIRST INDUSTRIAL REALTY TRUST,INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
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 facilities payable and promissory notes payable. The fair
values of these financial instruments were not materially different from their
carrying or contract values. The Company's financial instruments also include
interest rate protection agreements (see Note 4).
Derivative Financial Instruments:
The Company's interest rate protection agreements (the "Agreements")
are used to hedge the interest rate on the Company's $300 million mortgage
loan. As such, receipts or payments resulting from the Agreements are
recognized as adjustments to interest expense. The credit risks associated
with the Agreements are controlled through the evaluation and monitoring of
the creditworthiness of the counterparty. In the event that the counterparty
fails to meet the terms of the Agreements, the Company's exposure is limited to
the current value of the interest rate differential, not the notional amount,
and the Company's carrying value of the Agreements on the balance sheet. The
Agreements have been executed with a creditworthy financial institution. As
such, the Company considers the risk of nonperformance to be remote. In the
event that the Company terminates the Agreements, the Company would recognize
a gain (loss) from the disposition of 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.
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
$4,549 and $3,593 at December 31, 1996 and 1995, respectively. Unamortized
deferred financing fees are written-off when debt is retired before the
maturity date (see Note 11).
Earnings Per Common Share:
Net income per share amounts are based on the weighted average of common
and common stock equivalent (stock options) shares outstanding.
In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Standards No. 128 (FAS 128), "Earnings per Share,
"effective for financial statements issued after December 15, 1997. The
Company intends to adopt FAS 128 in fiscal year 1997. The Company has not
determined the financial impact of FAS 128.
F-10
46
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
4. MORTGAGE LOANS, ACQUISITION FACILITIES, CONSTRUCTION LOANS AND PROMISSORY
NOTES PAYABLE
Mortgage Loans:
Concurrent with the Initial Offering, the Company (through the Financing
Partnership) borrowed $300,000 under a mortgage loan (the "1994 Mortgage
Loan"). The 1994 Mortgage Loan is cross-collateralized by, among other things,
first mortgage liens on the 195 properties owned by the Financing Partnership.
The 1994 Mortgage Loan will mature on June 30, 1999, unless extended by the
Company, subject to certain conditions, for an additional two-year period,
thereby maturing on June 30, 2001. The Operating Partnership has guaranteed
certain obligations of the Financing Partnership under the 1994 Mortgage Loan.
The 1994 Mortgage Loan provides for interest only payments which have been
effectively fixed at a rate of 6.97% through June 30, 2001 by certain interest
rate protection agreements. Interest payable related to the 1994 Mortgage Loan
was $1,750 and $1,905 at December 31, 1996 and 1995, respectively. Payments to
(from) the Company under the interest rate protection agreements during 1996,
1995 and 1994 totaled $(309), $584 and $51, respectively, which have been
included as a component of interest expense.
In conjunction with obtaining the 1994 Mortgage Loan, the Company
purchased an interest rate protection agreement which effectively limited the
interest rate during the initial five-year term of the 1994 Mortgage Loan to
7.2% per annum. Prior to the subsequent replacement of this 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 such interest rate protection
agreement with new interest rate protection agreements and entered into
interest rate swap agreements with a notional value of $300 million, which
together effectively fix 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
$6.4 million, of which $6.3 million represents the difference between the
unamortized cost of the replaced interest rate protection agreement and the
cost of the new agreements. In the event that the Company does not exercise
the two-year option to extend the 1994 Mortgage Loan, the risk associated with
the interest rate protection agreements is that the Company would be obligated
to perform its obligations under the terms or would either pay or receive cash
to terminate the agreement. In either event, the impact of such transaction
would be reflected in the Company's financial statements. The costs of the new
interest rate protection agreements have been capitalized and are being
amortized over the respective terms of the agreements. Under the terms of the
new interest rate protection agreements, certain collateral may be required to
be set aside for amounts that could become due under the agreements. At
December 31, 1996 and 1995, cash collateral of $0 and $2,557, respectively, was
included in restricted cash. Accumulated amortization on the interest rate
protection agreements was $223 and $60 as of December 31, 1996 and 1995,
respectively.
At December 31, 1996, the fair market value of the interest rate
protection agreements was approximately $8.0 million, which was less than the
$8.4 million net book value by approximately $.4 million. The fair market
value of the interest rate protection agreements was $10.9 million (unaudited)
on March 13, 1997, which exceeded the $8.4 million net book value on December
31, 1996 by approximately $2.5 million (unaudited). The fair market value was
determined by a third party evaluation and is based on estimated discounted
future cash flows.
F-11
47
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
Under the terms of the 1994 Mortgage Loan, certain cash reserves are
required to be and have been set aside for payment of tenant improvements,
capital expenditures, interest, real estate taxes, insurance and potential
environmental costs. 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 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 approximate
the next periodic payment of such items. At December 31, 1996 and 1995, these
reserves totaled $10,223 and $8,552, respectively, and are included in
Restricted Cash. Such cash reserves were invested in a money market fund at
December 31, 1996. The maturity of these investments is one day;accordingly,
cost approximates fair market value.
On December 29, 1995, the Mortgage Partnership borrowed $40,200 under a
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 decreasing
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. Interest payable related to the 1995 Mortgage Loan
was $168 and $24 at December 31, 1996 and 1995, respectively. The 1995
Mortgage Loan is collateralized by 23 properties held by the Mortgage
Partnership.
Under the terms of the 1995 Mortgage Loan, certain cash reserves are
required to be and have been set aside for payments of security deposits,
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, 1996 and 1995, these reserves totaled $1,614 and $388, respectively, and
are included in Restricted Cash. Such cash reserves were invested in a money
market fund at December 31, 1996. The maturity of these investments is one
day;accordingly, cost approximates fair market 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
is collateralized by three properties in Harrisburg, Pennsylvania. The
Harrisburg Mortgage Loan bears interest at a rate based on LIBOR plus 1.5% or
prime plus 2.25%, at the Company's option, and provides for interest only
payments through May 31, 1996, with monthly principal and interest payments
required subsequently based on a 26.5-year amortization schedule. At December
31, 1996, the interest rate was 6.875%. The Harrisburg Mortgage Loan will
mature on December 15, 2000. The outstanding mortgage loan balance at December
31, 1996 and 1995 was approximately $6,504 and $6,650, respectively. Interest
payable related to the Harrisburg Mortgage Loan was $39 and $0 at December 31,
1996 and 1995, respectively.
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 7.5% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan will mature on April
1, 2003. The outstanding mortgage loan balance at December 31, 1996 was
approximately $36,363. Interest payable related to the CIGNA Loan was $0 at
December 31, 1996.
F-12
48
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
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 will mature on January 1, 2013. At December 31, 1996, the outstanding
mortgage loan balances under the $6,424 mortgage loan and $2,993 mortgage loan
were approximately $6,286 and $2,929, respectively. Interest payable related to
the Assumed Loans was $0 at December 31, 1996.
Acquisition Facilities:
In connection with the Initial Offering, the Operating Partnership entered
into a three-year, $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. The Operating
Partnership could borrow under the facility to finance the acquisition of
additional properties and for other corporate purposes, including to obtain
additional working capital. The Company had guaranteed repayment of the 1994
Acquisition Facility. Borrowings under the 1994 Acquisition Facility bore
interest at a floating rate equal to LIBOR plus 2.0% or a "Corporate Base Rate"
plus .5%, at the Company's election. Effective July 12, 1996, the lenders
reduced the interest rate to LIBOR plus 1.75%. Under the 1994 Acquisition
Facility, LIBOR contracts were entered into by the Company as draws were made.
Interest payable related to the 1994 Acquisition Facility was $488 at December
31, 1995. In December 1996, the Operating Partnership terminated the 1994
Acquisition Facility (see Note 11) and entered into a $200 million unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility") which
initially bears interest at LIBOR plus 1.10% or a "Corporate Base Rate" plus
.5% and provides for interest only payments until the maturity date. At
December 31, 1996, borrowings under the 1996 Acquisition Facility bore interest
at a weighted average interest rate of 8.25%. The borrowings under the 1996
Unsecured Acquisition Facility were converted to an interest rate of 6.6% on
January 7, 1997. The Operating Partnership may borrow under the facility to
finance the acquisition of additional properties and for other corporate
purposes, including to obtain additional working capital. The 1996 Unsecured
Acquisition Facility matures in April 2000. Borrowings under the 1996
Unsecured Acquisition Facility at December 31, 1996 were $4,400. Interest
payable related to the 1996 Unsecured Acquisition Facility was $3 at December
31, 1996. The 1996 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 Operating Partnership entered into a $24,219
collateralized revolving credit facility (the "1995 Acquisition Facility"). The
1995 Acquisition Facility was paid off in full and retired in February 1996
with a portion of the proceeds of the February 1996 Equity Offering. The 1995
Acquisition Facility was collateralized by six properties held by the Operating
Partnership and bore interest at a floating rate of LIBOR plus 2.45%. As of
December 31, 1995, borrowings under the 1995 Acquisition Facility were $11,294
and bore interest at a rate of 8.3%. Interest payable related to the 1995
Acquisition Facility was $27 at December 31, 1995. The Operating Partnership
terminated the 1995 Acquisition Facility in February 1996 (See Note 11).
In May 1996, the Operating Partnership entered into a $10,000
collateralized revolving credit facility (the "1996 Credit Line"). The 1996
Credit Line was collateralized by three properties held by the Operating
Partnership. The Company had guaranteed repayment of the 1996 Credit Line.
Borrowings under 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 1996 Credit Line would have matured on December 14, 1998.
The Operating Partnership terminated the 1996 Credit Line in November 1996 (See
Note 11).
F-13
49
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
In September 1996, the Operating Partnership entered into a $40,000
revolving credit facility ("1996 Acquisition Facility"). The Operating
Partnership could have borrowed under the facility to finance the acquisition
of additional properties and for other corporate purposes, including to obtain
additional working capital. The Company had guaranteed the repayment of the
1996 Acquisition Facility. The 1996 Acquisition Facility would have matured on
March 31, 1997. Borrowings under the 1996 Acquisition Facility bore interest
at a floating rate equal to LIBOR plus 2.0% or a "Corporate Base Rate" plus
.5%, at the Company's election. The Operating Partnership terminated the 1996
Acquisition Facility in November 1996 (See Note 11).
Construction Loans:
In 1995, the Operating Partnership entered into two construction loans
(together the "Construction Loans") with commercial banks providing total
funding commitments of $5,860. Both construction loans were paid off in full
and retired in February 1996 with a portion of the proceeds of the February
1996 Equity Offering (See Note 11). At December 31, 1995, the Operating
Partnership had borrowed $4,873 under such construction loans which were
collateralized by two properties held by the Operating Partnership. Such
borrowings bore interest at LIBOR plus 2.0% and provided for interest only
payments.
Promissory Notes Payable:
On September 30, 1996, the Company, through the Operating Partnership,
entered into a $6,489 promissory note and a $3,430 promissory note
(collectively referred to as "Promissory Notes") as partial consideration for
the purchase of two properties in Columbus, Ohio. The $6,489 promissory note
was collateralized by a letter of credit pledged by the Company in the amount
of $2,715. The $3,430 promissory note was collateralized by a letter of credit
pledged by the Company in the amount of $967. Both promissory notes bore
interest at 8% and matured on January 6, 1997, at which time they were repaid
and the letters of credit were released. Interest payable related to both
promissory notes was $68 at December 31, 1996.
The following is a schedule of maturities of the mortgage loans,
acquisition facilities, and promissory notes for the next five years ending
December 31, and thereafter:
Amount
------
1997 $ 10,914
1998 1,563
1999 301,710
2000 11,728
2001 1,683
Thereafter 78,803
--------
Total $406,401
========
The 1994 Mortgage Loan matures in 1999 but may be extended at the
Company's option, subject to certain conditions, for an additional two years,
thereby maturing on June 30, 2001.
F-14
50
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
5. STOCKHOLDERS' EQUITY
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. Net
of underwriters' discount and total offering expenses, the Company received
approximately $106,343. The net proceeds from the February 1996 Equity
Offering were used to pay down the 1994 Acquisition Facility, the 1995
Acquisition Facility and the Construction Loans and fund properties
subsequently acquired.
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.
Net of underwriters' discount and total offering expenses, the Company received
approximately $137,697. The net proceeds from the October 1996 Equity Offering
were used to pay down the 1994 Acquisition Facility and the 1996 Acquisition
Facility and fund properties subsequently acquired.
Preferred Stock:
In 1995, the Company issued 1.65 million shares of 9.5% Series A
Cumulative Preferred Stock (the "Series A Preferred Stock") at a purchase price
of $25 per share, and used the $41,250 of gross proceeds to pay down debt
outstanding under the 1994 Acquisition Facility. Dividends on the Series A
Preferred Stock are cumulative from the date of initial issuance and are
payable quarterly. The payment of dividends and amounts upon liquidation,
dissolution or winding-up ranks senior to the payments on the Company's 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 are 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.
6. SALES OF REAL ESTATE
In 1996, the Operating Partnership sold a property located in suburban
Detroit, Michigan, three properties located in Huntsville, Alabama, one
property located in Grand Rapids, Michigan, and one property located in
Atlanta, Georgia. Gross proceeds from these sales were approximately $15.0
million. The gain on sales was approximately $4.3 million.
F-15
51
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
7. RELATED PARTY TRANSACTIONS
The Company leases office space in Chicago, Illinois from an affiliate of
The Shidler Group at an aggregate annual cost of approximately $131.
On December 5, 1994, the Company purchased for approximately $.9 million,
five acres of land from a partnership in which an officer and director of the
Company owns approximately a 2.5% general partner interest.
The Company often obtains title insurance coverage for its properties
from an entity which an Independent Director of the Company became the
President, Chief Executive Officer and a Director in 1996.
8. EMPLOYEE BENEFIT PLANS
The Company maintains a Stock Incentive Plan which is administered by the
Compensation Committee of the Board of Directors. Only officers and other key
employees of the Company and its affiliates generally are eligible to
participate in the Stock Incentive Plan. However, independent Directors of the
Company receive automatic annual grants of options to purchase 7,500 shares at
a per share exercise price equal to the fair market value of a share on the
date of grant.
The Stock Incentive Plan authorizes (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
Plan in the event of a change in control in the Company. The Company has
reserved 1,200,000 shares for issuance under the Stock Incentive Plan. Options
covering 90,500 shares are available for future grants. The outstanding stock
options generally vest over one to two year periods and have lives of ten
years. Stock option transactions are summarized as follows:
WEIGHTED EXERCISE
AVERAGE OPTION PRICE
SHARES PRICE PER SHARE PER SHARE
-------------------- --------------- ---------
Granted at Initial Offering 637,500 $23.50 $23.50
----------
Outstanding at December 31, 1994 637,500 $23.50 $23.50
Granted 274,500 $19.98 $18.25-$20.25
Expired or Terminated (54,000) $23.50 $23.50
----------
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) $23.03 $22.75-$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
==========
F-16
52
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
The following table summarizes information currently outstanding and
exercisable options:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------------- -------------------------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
RANGE OF EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
- ----------------------- ------------------ -------------------- -------------------- ------------------ ----------------
$18.25-$25.63 1,093,500 8.22 $22.49 830,000 $22.35
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in accounting for its Stock
Incentive Plan. Accordingly, no compensation expense has been recognized in
the consolidated statements of operations. Had compensation cost for the
Company's Stock Incentive Plan been determined based upon the fair value at the
grant date for awards under the Stock Incentive Plan consistent with the
methodology prescribed under Statement of Financial Standards ("SFAS") 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 (in
millions, except per share amounts):
FOR THE YEAR ENDED
--------------------
1996 1995
--------- ---------
Net Income Available to Common Stockholders - as reported...................... 31,745 11,881
Net Income Available to Common Stockholders - pro forma........................ 31,239 11,881
Net Income Available to Common Stockholders per Share
- - as reported.................................................................. 1.28 0.63
Net Income Available to Common Stockholders per Share
- - pro forma.................................................................... 1.26 0.63
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........................................................ 7.16% 7.16%
Expected stock price volatility................................................ 18.12% 18.12%
Risk-free interest rate........................................................ 6.81% 6.05%
Expected life of options....................................................... 7.37 5.51
The weighted average fair value of options granted during 1996 and 1995 is
$2.43 and $1.84 per option, respectively.
F-17
53
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
In September 1994, the Board of Directors approved and the Company adopted
a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan,
all eligible employees may participate by making voluntary contributions. The
Company may make, but is not required to make, matching contributions. For the
years ended December 31, 1996 and 1995, the Company did not make any matching
contributions. In March 1996, the Board of Directors approved and the Company
adopted a Deferred Income Plan (the "Plan"). Under the Plan, 138,500 unit
awards were granted, 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. In the first quarter of 1997,
approximately $141 was paid to the recipients under the Plan.
9. 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, 1996 are approximately as follows:
1997 $ 116,502
1998 98,892
1999 78,776
2000 56,853
2001 37,913
Thereafter 97,931
----------
Total $ 486,867
==========
F-18
54
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
10. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
The Company
and
Contributing
The Company Businesses
---------------------------------------------- ------------
Six Months Six Months
Year Ended Year Ended Ended Ended
December 31, December 31, December 31, June 30,
1996 1995 1994 1994
-------- -------- ------- -------
Interest paid, net of
capitalized interest............... $ 29,309 $ 28,248 $ 8,598 $ 13,697
======== ======== ======= ========
Interest capitalized................. $ 501 $ 324 $ 50 $ --
======== ======== ======= ========
Supplemental schedule of noncash investing and financing activities:
Distribution payable on
common stock/units................. $ 16,281 $ 9,954 $ 9,648 $ --
======== ======== ======= ========
Dividend payable on
preferred stock.................... $ -- $ 468 $ -- $ --
======== ======== ======= ========
Exchange of units for common shares:
Minority interest.................. $ (943) $ (1,005) $ -- $ --
Common stock....................... -- 1 -- --
Additional paid in capital......... 943 1,004 -- --
-------- -------- ------- -------
$ -- $ -- $ -- $ --
======== ======== ======= ========
Sale of interest rate
protection agreement............... $ -- $(12,852) $ -- $ --
Purchase of interest rate
protection and swap
agreements......................... -- 12,852 -- --
-------- -------- ------- -------
$ -- $ -- $ -- $ --
======== ======== ======= ========
In conjunction with the property acquisitions, the following assets and liabilities were assumed:
Purchase of real estate.............. $252,991 $ 63,855 $66,230 $372,642
Mortgage loans....................... (9,417) -- -- --
Promissory notes..................... (9,919) -- -- --
Operating partnership units.......... (23,863) -- -- --
Accounts receivable.................. -- 153 80 2,453
Accounts payable and
accrued expenses................... (2,626) (1,115) (991) (4,642)
Acquisitions of interests in
properties......................... -- -- -- 4,281)
-------- -------- ------- -------
Acquisition of real estate........... $207,166 $ 62,893 $65,319 $366,172
======== ======== ======= ========
11. EXTRAORDINARY ITEMS
Upon consummation of the Initial Offering, certain Contributing
Businesses' loans were paid off and the related unamortized deferred financing
fees totaling $1,449 were written off. The write-off is shown as an
extraordinary loss in the combined statement of operations of the Contributing
Businesses for the six months ended June 30, 1994.
F-19
55
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
In 1996, the Company terminated the 1994 Acquisition Facility, the 1995
Acquisition Facility, the 1996 Acquisition Facility, the Construction Loans and
the 1996 Credit Line before their contractual maturity date. The resulting
write-off of $2,273 comprised of unamortized deferred financing costs and
prepayment fee incurred to retire the above mentioned loans and is shown as an
extraordinary loss in the consolidated statement of operations for the year
ended December 31, 1996.
12. 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.
Twenty-five properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various times and at
appraised fair market value or at a fixed purchase price generally in excess of
the Company's purchase price. The Company has no notice of any exercise of any
tenant purchase option.
The Company has committed to the construction of two light industrial and
five bulk warehouse properties totaling approximately 1.0 million square feet
(unaudited). The estimated total construction costs are approximately $27.4
million (unaudited). The Company is not acting as the general contractor for
these construction projects.
13. SUBSEQUENT EVENTS (UNAUDITED)
On January 9, 1997, the Company purchased a .5 million square foot bulk
warehouse located in Indianapolis, Indiana for approximately $7.1 million.
On January 31, 1997, the Company purchased 10 bulk warehouses and 29 light
industrial properties located in Long Island, New York and northern New Jersey
totaling 2.7 million square feet for approximately $138.8 million.
On February 20, 1997, the Company purchased a 58,746 square foot light
industrial property in Dayton, Ohio. The purchase price for the property was
approximately $1.5 million.
On March 4, 1997, the Company declared a dividend of $.505 per share on
its common stock payable on April 21, 1997 to common shareholders of record on
March 31, 1997. It also declared a dividend of $.59375 per share on its Series
A Preferred Shares payable on March 31, 1997 to shareholders of record on March
14, 1997.
On March 17, 1997, the Company purchased a 312,500 square foot bulk
warehouse in York, Pennsylvania for approximately $8.4 million.
On March 21, 1997, the Company purchased a 179,400 square foot bulk
warehouse in Taylor, Michigan for approximately $5.1 million.
F-20
56
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
On March 24, 1997, the Company purchased a 162,500 square foot light
industrial warehouse in Mechanicsburg, Pennsylvania. The purchase price for
the property was approximately $3.4 million.
14. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------------- --------------- ---------------- ----------------
Revenues $30,645 $34,779 $36,175 $38,456
Income Before Gain on Sales of Properties, Minority
Interest and Extraordinary Item........................... 6,986 8,558 9,419 11,561
Gain on Sales of Properties............................... --- 4,320 --- 24
Income Before Minority Interest and Extraordinary Item. 6,986 12,878 9,419 11,585
Minority Interest......................................... (404) (1,001) (759) (767)
Income Before Extraordinary Item.......................... 6,582 11,877 8,660 10,818
Extraordinary Item........................................ (821) --- --- (1,452)
Net Income................................................ 5,761 11,877 8,660 9,366
Preferred Stock Dividends................................. (980) (980) (980) (979)
---------------- --------------- ---------------- ----------------
Net Income Available to Common Stockholders............... $ 4,781 $10,897 $ 7,680 $ 8,387
================ =============== ================ ================
Earnings Per Share:
Net Income Available to Common Stockholders Before
Extraordinary Item per Weighted Average Common
Shares Outstanding.................................... $ 0.25 $ 0.45 $ 0.32 $ 0.35
================ =============== ================ ================
Net Income Available to Common Stockholders per
Weighted Average Common Share Outstanding............. $ 0.21 $ 0.45 $ 0.32 $ 0.30
================ =============== ================ ================
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------------- --------------- ---------------- ----------------
Revenues.................................................. $25,347 $26,126 $27,063 $27,950
Income Before Minority Interest........................... 4,517 4,353 (1,000) 5,476
Minority Interest......................................... (340) (328) 75 (404)
Net Income................................................ 4,177 4,025 (925) 5,072
Preferred Stock Dividends................................. --- --- --- (468)
---------------- --------------- ---------------- ----------------
Net Income Available to Common Stockholders............... $ 4,177 $ 4,025 $ (925) $ 4,604
================ =============== ================ ================
Earnings Per Share:
Net Income Available to Common Stockholders
per Weighted Average Common
Share Outstanding..................................... $ 0.22 $ 0.21 $ (0.05) $ 0.24
================ =============== ================ ================
F-21
57
FIRST INDUSTRIAL REALTY TRUST, INC.
AND CONTRIBUTING BUSINESSES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
15. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following Pro Forma Condensed Statements of Operations for the
years ended December 31, 1996 and 1995 are presented as if the acquisition of
112 properties between January 1, 1995 and December 31, 1996 and the February
1996 Equity Offering and the October 1996 Equity Offering had occurred at
January 1, 1995, and therefore include pro forma information. The pro forma
information is based upon historical information and does not purport to present
what actual results would have been had such transactions, in fact, occurred at
January 1, 1995, or to project results for any future period.
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
Year Ended
--------------------------------------------------
December 31, 1996 December 31, 1995
------------------------ ------------------------
Total Revenues...................................... $155,364 $141,660
Property Expenses................................... (43,398) (39,214)
General and Administrative Expense.................. (4,018) (3,135)
Interest Expense.................................... (29,521) (32,092)
Depreciation and Amortization....................... (33,598) (32,064)
Disposition of Interest Rate Protection Agreement... --- (6,410)
--------- ---------
Income Before Gain on Sales of Properties,
Minority Interest and Extraordinary Loss........... 44,829 28,745
Gain on Sales of Properties......................... 4,344 ---
--------- ----------
Income Before Minority Interest and
Extraordinary Loss................................. 49,173 28,745
Income Allocated to Minority Interest............... (3,611) (2,280)
--------- ----------
Income Before Extraordinary Loss.................... 45,562 26,465
Extraordinary Loss.................................. (2,273) ---
--------- ----------
Net Income.......................................... 43,289 26,465
Preferred Stock Dividends........................... (3,919) (468)
--------- ----------
Net Income Available to Common Stockholders......... $ 39,370 $ 25,997
========= ==========
Net Income Available to Common Stockholders
Per Weighted Average Common Share Outstanding....... $ 1.32 $ 0.87
========= ==========
F-22
58
FIRST INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As Of December 31, 1996
(Dollars in thousands)
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ---------------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion Land
- ---------------- ----------- -------- ---- --------- ------------- ----
ATLANTA
4250 River Green Parkway Duluth, GA (b) 264 1,522 $ 21 $ 264
3400 Corporate Parkway Duluth, GA (b) 281 1,621 99 281
3450 Corporate Parkway Duluth, GA (b) 506 2,904 18 506
3500 Corporate Parkway Duluth, GA (b) 260 1,500 16 260
3425 Corporate Parkway Duluth, GA (b) 385 2,212 21 385
1650 GA Highway 155 Atlanta, GA (a) 788 4,544 12 788
415 Industrial Park Road Atlanta, GA (a) 544 3,140 51 544
434 Industrial Park Road Atlanta, GA (a) 234 1,365 2 234
435 Industrial Park Road Atlanta, GA (a) 281 1,638 9 281
14101 Industrial Park Bou Atlanta, GA (a) 285 1,658 10 285
801-804 Blacklawn Road Atlanta, GA (a) 361 2,095 163 361
1665 Dogwood Drive Atlanta, GA (a) 635 3,662 11 635
1715 Dogwood Drive Atlanta, GA (a) 288 1,675 93 288
11235 Harland Drive Atlanta, GA (a) 125 739 12 125
700 Westlake Parkway Atlanta, GA 213 1,551 509 223
800 Westlake Parkway Atlanta, GA 450 2,645 350 479
900 Westlake Parkway Atlanta, GA 266 0 1 267
4050 Southmeadow Parkway Atlanta, GA 401 2,813 157 425
4051 Southmeadow Parkway Atlanta, GA 697 3,486 686 726
4071 Southmeadow Parkway Atlanta, GA 750 4,460 714 828
4081 Southmeadow Parkway Atlanta, GA 1,012 5,450 611 1,157
1875 Rockdale Industrial Atlanta, GA 386 2,264 30 386
1605 Indian Brook Way Gwinnett, GA 1,008 3,800 1,180 1,012
3312 N. Berkeley Lake Roa Duluth, GA 2,937 16,644 777 3,045
5015 Oakbrook Parkway Atlanta, GA 1,183 0 3,271 1,247
5570 Tulane Drive (f) Atlanta, GA 527 2,984 129 546
3495 Bankhead Highway (f) Atlanta, GA 983 5,568 148 1,003
755 Selig Drive Atlanta, GA 143 808 88 155
Central Pennsylvania
1214-a Freedom Road Cranberry Township, P (a) 31 994 702 205
401 Russell Drive Middletown, PA (a) 262 857 1,496 287
2700 Commerce Drive Harrisburg, PA (a) 196 997 671 206
2701 Commerce Drive Harrisburg, PA (a) 141 859 1,171 164
2780 Commerce Drive Harrisburg, PA (a) 113 743 1,033 209
5035 Ritter Road Harrisburg, PA (a) 360 1,442 2,400 442
5070 Ritter Road Harrisburg, PA (a) 395 2,322 1,874 506
6340 Flank Drive Harrisburg, PA (a) 361 2,363 2,350 563
6345 Flank Drive Harrisburg, PA (a) 293 2,297 2,740 587
6360 Flank Drive Harrisburg, PA (a) 218 2,286 838 359
6380 Flank Drive Harrisburg, PA (a) 109 1,317 756 234
6400 Flank Drive Harrisburg, PA (a) 153 1,312 1,256 281
6405 Flank Drive Harrisburg, PA (a) 221 1,462 1,159 313
100 Schantz Spring Road Allentown, PA (a) 532 3,144 47 533
794 Roble Road Allentown, PA (a) 915 5,391 39 915
7355 Williams Avenue Allentown, PA (a) 291 1,725 203 291
2600 Beltline Avenue Reading, PA (a) 341 2,038 207 356
Gross Amount Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ----------- ---- ------------ ----------- --------------
Atlanta
4250 River Green Parkway 1,543 87 1988 (k)
3400 Corporate Parkway 1,720 2,001 106 1987 (k)
3450 Corporate Parkway 2,922 3,428 165 1988 (k)
3500 Corporate Parkway 1,516 1,776 86 1991 (k)
3425 Corporate Parkway 2,233 2,618 128 1990 (k)
1650 GA Highway 155 4,556 5,344 286 1991 (k)
415 Industrial Park Road 3,191 3,735 199 1986 (k)
434 Industrial Park Road 1,367 1,601 86 1988 (k)
435 Industrial Park Road 1,647 1,928 106 1986 (k)
14101 Industrial Park Bou 1,668 1,953 107 1984 (k)
801-804 Blacklawn Road 2,258 2,619 168 1982 (k)
1665 Dogwood Drive 3,673 4,308 232 1973 (k)
1715 Dogwood Drive 1,768 2,056 138 1973 (k)
11235 Harland Drive 751 87 47 1988 (k)
700 Westlake Parkway 2,050 2,273 165 1990 (k)
800 Westlake Parkway 2,966 3,445 204 1991 (k)
900 Westlake Parkway 0 26 0 (k)
4050 Southmeadow Parkway 2,946 3,371 203 1991 (k)
4051 Southmeadow Parkway 4,143 4,869 295 1989 (k)
4071 Southmeadow Parkway 5,096 5,924 351 1991 (k)
4081 Southmeadow Parkway 5,916 7,073 394 1989 (k)
1875 Rockdale Industrial 2,294 2,680 142 1966 (k)
1605 Indian Brook Way 4,976 5,988 138 1995 (k)
3312 N. Berkeley Lake Road 17,313 20,358 395 1969 (k)
5015 Oakbrook Parkway 3,207 4,454 0 (m)
5570 Tulane Drive (f) 3,094 3,640 6 1996 (k)
3495 Bankhead Highway (f) 5,696 6,699 12 1986 (k)
755 Selig Drive 884 1,039 2 (m)
Central Pennsylvania
1214-a Freedom Road 1,522 401 1982 (k)
401 Russell Drive 2,328 2,615 526 1990 (k)
2700 Commerce Drive 1,658 1,864 309 1990 (k)
2701 Commerce Drive 2,007 2,171 283 1989 (k)
2780 Commerce Drive 1,680 1,889 314 1989 (k)
5035 Ritter Road 3,760 4,202 738 1988 (k)
5070 Ritter Road 4,085 4,591 768 1989 (k)
6340 Flank Drive 4,511 5,074 859 1988 (k)
6345 Flank Drive 4,743 5,330 893 1989 (k)
6360 Flank Drive 2,983 3,342 568 1988 (k)
6380 Flank Drive 1,948 2,182 351 1991 (k)
6400 Flank Drive 2,440 2,721 422 1992 (k)
6405 Flank Drive 2,529 2,842 456 1991 (k)
100 Schantz Spring Road 3,190 3,723 197 1993 (k)
794 Roble Road 5,430 6,345 338 1984 (k)
7355 Williams Avenue 1,928 2,219 160 1989 (k)
2600 Beltline Avenue 2,230 2,586 279 1985 (k)
S-1
59
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ---------------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion Land
- ---------------- ----------- -------- ---- --------- ------------- ----
7125 Grayson Road Harrisburg, PA (a) $ 1,514 $ 8,779 $ 6 $ 1,514
7253 Grayson Road Harrisburg, PA (a) 894 5,168 11 894
5 Keystone Drive Lebanon, PA 678 0 4,715 683
5020 Louise Drive Mechanicsaurg, PA 707 0 2,773 716
7195 Grayson Harrisburg, PA 478 2,771 73 479
400 First Street Middletown, PA (e) 280 1,839 576 192
401 First Street Middletown, PA (e) 819 5,381 1,665 563
500 Industrial Lane Middletown, PA (e) 194 1,272 263 133
600 Hunter Lane Middletown, PA 191 0 3,689 191
300 Hunter Lane Middletown, PA 216 0 4,553 216
Chicago
720-730 Landwehr Road Northbrook, IL (b) 521 2,985 9 521
3170-3190 MacArthur Boule Northbrook, IL (b) 370 2,126 166 370
20W201 101st Street Lemont, IL (b) 967 5,554 414 968
280-296 Palatine Road Wheeling, IL (b) 305 1,735 139 310
1330 West 43rd Street Chicago, IL (a) 369 1,464 278 375
2300 Hammond Drive Schaumburg, IL (a) 442 1,241 572 444
6500 North Lincoln Avenue Lincolnwood, IL (a) 613 1,336 786 615
3600 West Pratt Avenue Lincolnwood, IL (a) 1,050 5,767 447 1,050
917 North Shore Drive Lake Bluff, IL (a) 556 3,212 48 556
6750 South Sayre Avenue Bedford Park, IL (a) 224 1,309 13 224
585 Slawin Court Mount Prospect, IL (a) 611 3,505 1 611
2300 Windsor Court Addison, IL (a) 688 3,943 178 688
3505 Thayer Court Aurora, IL (a) 430 2,472 16 430
3600 Thayer Court Aurora, IL (a) 636 3,645 35 636
736-776 Industrial Drive Elmhurst, IL (a) 349 1,994 195 349
5310-5352 East Avenue Countryside, IL (a) 382 2,036 451 382
12330-12358 South Latrobe Alsip, IL (a) 381 2,067 71 381
305-311 Era Drive Northbrook, IL 200 1,154 133 205
700-714 Landwehr Road Northbrook, IL 357 2,052 101 357
4330 South Racine Avenue Chicago, IL 448 1,893 239 468
13040 S. Crawford Ave. Alsip, IL 1,073 6,193 24 1,073
12241 Melrose Street Franklin Park, IL 332 1,931 1,066 469
3150-3160 MacArthur Boule Northbrook, IL 439 2,518 103 439
2101-2125 Gardner Road Broadview, IL 1,177 6,818 103 1,228
365 North Avenue Carol Stream, IL 1,208 6,961 81 1,208
2942 MacArthur Boulevard Northbrook, IL 315 1,803 15 315
7200 S Leamington Bedford Park, IL 798 4,595 159 818
12301-12325 S Laramie Ave Alsip, IL 650 3,692 424 659
6300 W Howard Street Niles, IL 743 4,208 343 782
301 Hintz Wheeling, IL 160 905 71 167
301 Alice Wheeling, IL 218 1,236 58 225
410 W 169th Street South Holland, IL 462 2,618 124 476
Cincinnati
9900-9970 Princeton Cincinnati, OH (c) 545 3,088 616 566
2940 Highland Avenue Cincinnati, OH (c) 1,717 9,730 415 1,770
4700-4750 Creek Road Cincinnati, OH (c) 1,080 6,118 267 1,109
4860 Duff Drive Cincinnati, OH 67 378 8 68
4866 Duff Drive Cincinnati, OH 67 379 7 68
4884 Duff Drive Cincinnati, OH 104 591 13 106
4890 Duff Drive Cincinnati, OH 104 592 12 106
9636-9643 Interocean Driv Cincinnati, OH 123 695 14 125
Vacantland Cincinnati, OH 426 0 31 436
Gross Amount Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ----------- ---- ------------ ----------- --------------
7125 Grayson Road 8,785 10,299 594 1991 (k)
7253 Grayson Road 5,179 6,073 350 1990 (k)
5 Keystone Drive 4,710 5,393 173 1995 (k)
5020 Louise Drive 2,764 3,480 173 1995 (k)
7195 Grayson 2,843 3,322 147 1994 (k)
400 First Street 2,503 2,695 78 1963-1965 (k)
401 First Street 7,302 7,865 222 1963-1965 (k)
500 Industrial Lane 1,596 1,729 48 1963-1965 (k)
600 Hunter Lane 3,689 3,880 0 (m)
300 Hunter Lane 4,553 4,769 0 (m)
Chicago
720-730 Landwehr Road 2,994 187 1978 (k)
3170-3190 MacArthur Boule 2,292 2,662 138 1978 (k)
20W201 101st Street 5,967 6,935 394 1988 (k)
280-296 Palatine Road 1,869 2,179 85 1978 (k)
1330 West 43rd Street 1,736 2,111 994 1977 (k)
2300 Hammond Drive 1,811 2,255 931 1970 (k)
6500 North Lincoln Avenue 2,120 2,735 980 1965/88 (k)
3600 West Pratt Avenue 6,214 7,264 383 1953/88 (k)
917 North Shore Drive 3,260 3,816 212 1974 (k)
6750 South Sayre Avenue 1,322 1,546 82 1975 (k)
585 Slawin Court 3,506 4,117 219 1992 (k)
2300 Windsor Court 4,121 4,809 291 1986 (k)
3505 Thayer Court 2,488 2,918 155 1989 (k)
3600 Thayer Court 3,680 4,316 232 1989 (k)
736-776 Industrial Drive 2,189 2,538 156 1975 (k)
5310-5352 East Avenue 2,487 2,869 150 1975 (k)
12330-12358 South Latrobe 2,138 2,519 137 1975 (k)
305-311 Era Drive 1,282 1,487 83 1978 (k)
700-714 Landwehr Road 2,153 2,510 139 1978 (k)
4330 South Racine Avenue 2,112 2,580 1,135 1978 (k)
13040 S. Crawford Ave. 6,217 7,290 362 1976 (k)
12241 Melrose Street 2,860 3,329 175 1969 (k)
3150-3160 MacArthur Boule 2,621 3,060 159 1978 (k)
2101-2125 Gardner Road 6,870 8,098 399 1950/69 (k)
365 North Avenue 7,042 8,250 395 1969 (k)
2942 MacArthur Boulevard 1,818 2,133 113 1979 (k)
7200 S Leamington 4,734 5,552 128 1950 (k)
12301-12325 S Laramie Ave 4,107 4,766 105 1975 (k)
6300 W Howard Street 4,512 5,294 110 1956/1964 (k)
301 Hintz 969 1,136 24 1960 (k)
301 Alice 1,287 1,512 32 1965 (k)
410 W 169th Street 2,728 3,204 56 1974 (k)
Cincinnati
9900-9970 Princeton 3,683 4,249 70 1970 (k)
2940 Highland Avenue 10,092 11,862 209 1969/1974 (k)
4700-4750 Creek Road 6,356 7,465 132 1960 (k)
4860 Duff Drive 385 45 1 1979 (k)
4866 Duff Drive 385 45 1 1979 (k)
4884 Duff Drive 602 70 1 1979 (k)
4890 Duff Drive 602 70 1 1979 (k)
9636-9643 Interocean Drive 707 83 1 1983 (k)
Vacantland 21 45 0 (m) (e)
S-2
60
Costs
(i) Capitalized
Initial Cost Subsequent to
Location (i) --------------------- Acquisition
Building Address (City/State) Encumbrances Land Buildings or Completion
- ---------------- ------------ ------------ ---- --------- -------------
Cleveland
6675 Parkland Blvd Cleveland, OH $ 548 $ 3,103 $ 154
Columbus
6911 Americana Parkway Columbus, OH 314 1,777 74
3800 Lockbourne Industria Columbus, OH 1,133 6,421 165
3800 Groveport Road Columbus, OH 2,145 12,154 173
Dayton
6094-6104 Executive Blvd Dayton, OH 181 1,025 66
6202-6220 Executive Blvd Dayton, OH 268 1,521 86
6268-6294 Executive Blvd Dayton, OH 255 1,444 85
5749-5753 Executive Blvd Dayton, OH 50 282 37
6230-6266 Executive Blvd Dayton, OH 271 1,534 72
Des Moines
1500 East Washington Aven Des Moines, IA (a) 610 4,251 695
1600 East Washington Aven Des Moines, IA (a) 209 1,557 161
4121 McDonald Avenue Des Moines, IA (a) 390 2,931 303
4141 McDonald Avenue Des Moines, IA (a) 706 5,518 606
4161 McDonald Avenue Des Moines, IA (a) 389 3,046 624
Detroit
2654 Elliott Troy, MI (b) 57 334 4
1731 Thorncroft Troy, MI (b) 331 1,904 20
1653 E. Maple Troy, MI (b) 192 1,104 15
47461 Clipper Plymouth, MI (b) 122 723 79
47522 Galleon Plymouth, MI (b) 85 496 9
4150 Varsity Drive Ann Arbor, MI (b) 168 969 8
1330 Crooks Road Clawson, MI (b) 234 1,348 12
12000 Merriman Road Livonia, MI (a) 453 3,651 1,019
238 Executive Drive Troy, MI (a) 52 173 422
256 Executive Drive Troy, MI (a) 44 146 359
301 Executive Drive Troy, MI (a) 71 293 487
449 Executive Drive Troy, MI (a) 125 425 829
501 Executive Drive Troy, MI (a) 71 236 520
645 Executive Drive Troy, MI (a) 184 940 358
451 Robbins Drive Troy, MI (a) 96 448 885
700 Stephenson Highway Troy, MI (a) 250 854 1,361
800 Stephenson Highway Troy, MI (a) 558 2,341 1,249
1150 Stephenson Highway Troy, MI (a) 178 966 201
1200 Stephenson Highway Troy, MI (a) 246 1,115 443
1035 Crooks Road Troy, MI (a) 114 414 458
1095 Crooks Road Troy, MI (a) 331 1,017 947
1151 Crooks Road Troy, MI (a) 764 4,115 807
1416 Meijer Drive Troy, MI (a) 94 394 343
1624 Meijer Drive Troy, MI (a) 236 1,406 800
1972 Meijer Drive Troy, MI (a) 315 1,301 726
2112 Meijer Drive Troy, MI (a) 141 714 608
1621 Northwood Drive Troy, MI (a) 85 351 1,041
1707 Northwood Drive Troy, MI (a) 95 262 1,156
1749 Northwood Drive Troy, MI (a) 107 477 454
1788 Northwood Drive Troy, MI (a) 50 196 461
1821 Northwood Drive Troy, MI (a) 132 523 745
1826 Northwood Drive Troy, MI (a) 55 208 395
1864 Northwood Drive Troy, MI (a) 57 190 441
1902 Northwood Drive Troy, MI (a) 234 807 2,163
Gross Amount Carried
At Close of Period 12/31/96
------------------------------------ Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ---- ------------ ----- ------------ ---------- -------------
Cleveland
6675 Parkland Blvd $ 569 3,236 20 1991 (k)
Columbus
6911 Americana Parkway 321 1,844 38 1980 (k)
3800 Lockbourne Industria 1,153 6,566 7,719 54 1986 (k)
3800 Groveport Road 2,163 12,309 14,472 102 1986 (k)
Dayton
6094-6104 Executive Blvd 186 1,086 16 1975 (k)
6202-6220 Executive Blvd 275 1,600 1,875 23 1976 (k)
6268-6294 Executive Blvd 261 1,523 1,784 22 1989 (k)
5749-5753 Executive Blvd 53 316 36 4 1975 (k)
6230-6266 Executive Blvd 279 1,598 1,877 13 1979 (k)
Des Moines
1500 East Washington Aven 623 4,933 371 1987 (k)
1600 East Washington Aven 221 1,706 1,927 117 1987 (k)
4121 McDonald Avenue 416 3,208 3,624 221 1977 (k)
4141 McDonald Avenue 787 6,043 6,830 417 1976 (k)
4161 McDonald Avenue 467 3,592 4,059 248 1979 (k)
Detroit
2654 Elliott 57 338 20 1986 (k)
1731 Thorncroft 331 1,924 2,255 112 1969 (k)
1653 E. Maple 192 1,119 1,311 65 1990 (k)
47461 Clipper 122 802 92 69 1992 (k)
47522 Galleon 85 505 59 29 1990 (k)
4150 Varsity Drive 168 977 1,145 57 1986 (k)
1330 Crooks Road 234 1,360 1,594 79 1960 (k)
12000 Merriman Road 440 4,683 5,123 1,834 1975 (k)
238 Executive Drive 100 547 64 191 1973 (k)
256 Executive Drive 85 464 54 156 1974 (k)
301 Executive Drive 133 718 85 250 1974 (k)
449 Executive Drive 218 1,161 1,379 398 1975 (k)
501 Executive Drive 129 698 82 195 1984 (k)
645 Executive Drive 234 1,248 1,482 472 1972 (k)
451 Robbins Drive 192 1,237 1,429 356 1975 (k)
700 Stephenson Highway 386 2,079 2,465 666 1978 (k)
800 Stephenson Highway 654 3,494 4,148 1,114 1979 (k)
1150 Stephenson Highway 200 1,145 1,345 336 1982 (k)
1200 Stephenson Highway 284 1,520 1,804 467 1980 (k)
1035 Crooks Road 143 843 98 249 1980 (k)
1095 Crooks Road 360 1,935 2,295 572 1986 (k)
1151 Crooks Road 896 4,790 5,686 1,427 1985 (k)
1416 Meijer Drive 121 710 83 210 1980 (k)
1624 Meijer Drive 373 2,069 2,442 621 1984 (k)
1972 Meijer Drive 372 1,970 2,342 574 1985 (k)
2112 Meijer Drive 229 1,234 1,463 404 1980 (k)
1621 Northwood Drive 215 1,262 1,477 408 1977 (k)
1707 Northwood Drive 239 1,274 1,513 386 1983 (k)
1749 Northwood Drive 164 874 1,038 296 1977 (k)
1788 Northwood Drive 103 604 70 193 1977 (k)
1821 Northwood Drive 220 1,180 1,400 401 1977 (k)
1826 Northwood Drive 103 555 65 183 1977 (k)
1864 Northwood Drive 107 581 68 192 1977 (k)
1902 Northwood Drive 511 2,693 3,204 940 1977 (k)
S-3
61
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ---------------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion Land
- ---------------- ----------- -------- ---- --------- ------------- ----
1921 Northwood Drive Troy, MI (a) 135 589 $ 1,164 $ 291
2230 Elliott Avenue Troy, MI (a) 46 174 400 95
2237 Elliott Avenue Troy, MI (a) 48 159 408 90
2277 Elliott Avenue Troy, MI (a) 48 188 434 104
2291 Elliott Avenue Troy, MI (a) 52 209 324 86
2451 Elliott Avenue Troy, MI (a) 78 319 670 164
2730 Research Drive Rochester Hills, MI (a) 915 4,215 545 903
2791 Research Drive Rochester Hills, MI (a) 557 2,731 290 560
2871 Research Drive Rochester Hills, MI (a) 324 1,487 264 326
2911 Research Drive Rochester Hills, MI (a) 505 2,136 376 505
3011 Research Drive Rochester Hills, MI (a) 457 2,104 321 457
2870 Technology Drive Rochester Hills, MI (a) 275 1,262 231 279
2890 Technology Drive Rochester Hills, MI (a) 199 902 206 206
2900 Technology Drive Rochester Hills, MI (a) 214 977 491 219
2920 Technology Drive Rochester Hills, MI (a) 149 671 155 153
2930 Technology Drive Rochester Hills, MI (a) 131 594 382 138
2950 Technology Drive Rochester Hills, MI (a) 178 819 178 185
2960 Technology Drive Rochester Hills, MI (a) 281 1,277 231 283
23014 Commerce Drive Farmington Hills, MI (a) 39 203 124 56
23028 Commerce Drive Farmington Hills, MI (a) 98 507 207 125
23035 Commerce Drive Farmington Hills, MI (a) 71 355 172 93
23042 Commerce Drive Farmintgon Hills, MI (a) 67 277 304 89
23065 Commerce Drive Farmington Hills, MI (a) 71 408 119 93
23070 Commerce Drive Farmington Hills, MI (a) 112 442 618 125
23079 Commerce Drive Farmington Hills, MI (a) 68 301 163 79
23093 Commerce Drive Farmington Hills, MI (a) 211 1,024 626 295
23135 Commerce Drive Farmington Hills, MI (a) 146 701 226 158
23149 Commerce Drive Farmington Hills, MI (a) 266 1,005 457 274
23163 Commerce Drive Farmington Hills, MI (a) 111 513 238 138
23164 Commerce Drive Farmington Hills, MI (a) 100 405 207 110
23177 Commerce Drive Farmington Hills, MI (a) 175 1,007 511 254
23192 Commerce Drive Farmington Hills, MI (a) 41 205 134 58
23206 Commerce Drive Farmington Hills, MI (a) 125 531 221 137
23290 Commerce Drive Farmington Hills, MI (a) 124 707 531 210
23370 Commerce Drive Farmington Hills, MI (a) 59 233 138 66
24492 Indoplex Circle Farmington Hills, MI (a) 67 370 724 175
24528 Indoplex Circle Farmington Hills, MI (a) 91 536 1,069 263
31800 Plymouth Road - Bui Livonia, MI (a) 3,415 19,481 364 3,417
31800 Plymouth Road - Bui Livonia, MI (a) 671 3,860 54 674
31800 Plymouth Road - Bui Livonia, MI (a) 322 1,869 131 324
31800 Plymouth Road - Bui Livonia, MI (a) 557 3,207 916 560
31800 Plymouth Road - Bui Livonia, MI (a) 139 832 7 141
21477 Bridge Street Southfield, MI 244 1,386 214 253
2965 Technology Drive Rochester Hills, MI 964 2,277 115 964
1451 Lincoln Avenue Madison, MI 299 1,703 187 305
4400 Purks Drive Auburn Hills, MI 602 3,410 112 612
4177A Varsity Drive Ann Arbor, MI 90 536 59 90
6515 Cobb Drive Sterling Heights, MI 305 1,753 29 305
46750 Port Street Plymouth, MI 360 33 1,072 361
32450 N Avis Drive Madison Heights, MI 281 1,590 50 286
32200 N Avis Drive Madison Heights, MI 408 2,311 39 411
32440-32442 Industrial Dr Madison Heights, MI 120 679 81 123
32450 Industrial Drive Madison Heights, MI 65 369 18 66
11813 Hubbard Livonia, MI 177 1,001 34 180
11844 Hubbard Livonia, MI 189 1,069 61 191
11866 Hubbard Livonia, MI 189 1,073 24 191
12050-12300 Hubbard (f) Livonia, MI 425 2,410 42 428
Gross Amount Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ----------- ---- ------------ ----------- --------------
1921 Northwood Drive 1,597 1,888 559 1977 (k)
2230 Elliott Avenue 525 62 188 1974 (k)
2237 Elliott Avenue 525 61 167 1974 (k)
2277 Elliott Avenue 566 67 186 1975 (k)
2291 Elliott Avenue 499 58 172 1974 (k)
2451 Elliott Avenue 903 1,067 306 1974 (k)
2730 Research Drive 4,772 5,675 1,387 1988 (k)
2791 Research Drive 3,018 3,578 838 1991 (k)
2871 Research Drive 1,749 2,075 484 1991 (k)
2911 Research Drive 2,512 3,017 732 1992 (k)
3011 Research Drive 2,425 2,882 701 1988 (k)
2870 Technology Drive 1,489 1,768 425 1988 (k)
2890 Technology Drive 1,101 1,307 301 1991 (k)
2900 Technology Drive 1,463 1,682 392 1992 (k)
2920 Technology Drive 822 97 219 1992 (k)
2930 Technology Drive 969 1,107 231 1991 (k)
2950 Technology Drive 990 1,175 269 1991 (k)
2960 Technology Drive 1,506 1,789 414 1992 (k)
23014 Commerce Drive 310 36 83 1983 (k)
23028 Commerce Drive 687 81 206 1983 (k)
23035 Commerce Drive 505 59 144 1983 (k)
23042 Commerce Drive 559 64 148 1983 (k)
23065 Commerce Drive 505 59 144 1983 (k)
23070 Commerce Drive 1,047 1,172 242 1983 (k)
23079 Commerce Drive 453 53 131 1983 (k)
23093 Commerce Drive 1,566 1,861 478 1983 (k)
23135 Commerce Drive 915 1,073 255 1986 (k)
23149 Commerce Drive 1,454 1,728 430 1985 (k)
23163 Commerce Drive 724 86 204 1986 (k)
23164 Commerce Drive 602 71 167 1986 (k)
23177 Commerce Drive 1,439 1,693 435 1986 (k)
23192 Commerce Drive 322 38 83 1986 (k)
23206 Commerce Drive 740 87 212 1985 (k)
23290 Commerce Drive 1,152 1,362 388 1980 (k)
23370 Commerce Drive 364 43 106 1980 (k)
24492 Indoplex Circle 986 1,161 330 1976 (k)
24528 Indoplex Circle 1,433 1,696 501 1976 (k)
31800 Plymouth Road - Bui 19,843 23,260 1,381 1968/89 (k)
31800 Plymouth Road - Bui 3,911 4,585 267 1968/89 (k)
31800 Plymouth Road - Bui 1,998 2,322 137 1968/89 (k)
31800 Plymouth Road - Bui 4,120 4,680 253 1968/89 (k)
31800 Plymouth Road - Bui 837 97 56 1968/89 (k)
21477 Bridge Street 1,591 1,844 66 1986 (k)
2965 Technology Drive 2,392 3,356 112 1995 (k)
1451 Lincoln Avenue 1,884 2,189 79 1967 (k)
4400 Purks Drive 3,512 4,124 138 1987 (k)
4177A Varsity Drive 595 68 59 1993 (k)
6515 Cobb Drive 1,782 2,087 103 1984 (k)
46750 Port Street 1,104 1,465 1 1996 (k)
32450 N Avis Drive 1,635 1,921 37 1974 (k)
32200 N Avis Drive 2,347 2,758 53 1973 (k)
32440-32442 Industrial Dr 757 88 19 1979 (k)
32450 Industrial Drive 386 45 9 1979 (k)
11813 Hubbard 1,032 1,212 23 1979 (k)
11844 Hubbard 1,128 1,319 25 1979 (k)
11866 Hubbard 1,095 1,286 25 1979 (k)
12050-12300 Hubbard (f) 2,449 2,877 56 1981 (k)
S-4
62
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ----------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion Land
- -------------- ----------- -------- ---- --------- ------------- ----
12707 Eckles Road Plymouth Township, MI 255 1,445 $ 106 $ 267
9300-9328 Harrison Rd Romulus, MI 147 834 50 154
9330-9358 Harrison Rd Romulus, MI 81 456 29 84
28420-28448 Highland Rd Romulus, MI 143 809 48 149
28450-28478 Highland Rd Romulus, MI 81 461 28 85
28421-28449 Highland Rd Romulus, MI 109 617 37 114
28451-28479 Highland Rd Romulus, MI 107 608 36 112
28825-28909 Highland Rd Romulus, MI 70 395 24 73
28933-29017 Highland Rd Romulus, MI 112 634 38 117
28824-28908 Highland Rd Romulus, MI 134 760 43 140
28932-29016 Highland Rd Romulus, MI 123 694 40 128
9710-9734 Harrison Rd Romulus, MI 125 706 41 130
9740-9772 Harrison Rd Romulus, MI 132 749 43 138
9840-9868 Harrison Rd Romulus, MI 144 815 46 150
9800-9824 Harrison Rd Romulus, MI 117 664 40 123
29265-29285 Airport Dr Romulus, MI 140 794 46 147
29185-29225 Airport Dr Romulus, MI 140 792 46 146
29149-29165 Airport Dr Romulus, MI 216 1,225 70 226
29101-29115 Airport Dr Romulus, MI 130 738 43 136
29031-29045 Airport Dr Romulus, MI 124 704 41 130
29050-29062 Airport Dr Romulus, MI 127 718 42 133
29120-29134 Airport Dr Romulus, MI 161 912 52 168
29200-29214 Airport Dr Romulus, MI 170 963 55 178
9301-9339 Middlebelt Rd Romulus, MI 124 703 41 130
38200 Plymouth Livonia, MI 2,700 0 2,617 2,753
GRAND RAPIDS
3232 Kraft Avenue Grand Rapids, MI (b) 810 4,792 1,036 874
8181 Logistics Drive Grand Rapids, MI (b) 803 5,263 591 864
5062 Kendrick Court SE Grand Rapids, MI (b) 142 815 13 142
2 84th Street SW Grand Rapids, MI (a) 117 685 284 117
100 84th Street SW Grand Rapids, MI (a) 255 1,477 86 255
150 84th Street SW Grand Rapids, MI (a) 47 286 27 47
511 76th Street SW Grand Rapids, MI (a) 758 4,355 21 758
553 76th Street SW Grand Rapids, MI (a) 32 191 12 32
555 76th Street SW Grand Rapids, MI (a) 776 4,458 32 776
2925 Remico Avenue SW Grand Rapids, MI (a) 281 1,617 7 281
2935 Walkent Court NW Grand Rapids, MI (a) 285 1,663 7 285
3300 Kraft Avenue SE Grand Rapids, MI (a) 838 4,810 123 638
3366 Kraft Avenue SE Grand Rapids, MI (a) 833 4,780 34 833
4939 Starr Avenue Grand Rapids, MI (a) 117 681 27 117
5001 Kendrick Court SE Grand Rapids, MI (a) 210 1,221 28 210
5050 Kendrick Court SE Grand Rapids, MI (a) 1,721 11,433 4,568 1,721
5015 52nd Street SE Grand Rapids, MI (a) 234 1,321 34 234
5025 28th Street Grand Rapids, MI (a) 77 488 17 77
5079 33rd Street SE Grand Rapids, MI (a) 525 3,018 4 525
5333 33rd Street SE Grand Rapids, MI (a) 480 2,761 47 480
5130 Patterson Avenue SE Grand Rapids, MI (a) 137 793 12 137
425 Gordon Industrial Cou Grand Rapids, MI 611 3,747 692 644
2851 Prairie Street Grand Rapids, MI 377 2,778 231 445
2945 Walkent Court Grand Rapids, MI 310 2,074 294 352
537 76th Street Grand Rapids, MI 255 1,456 113 258
Gross Amount Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ----------- ----- ------------ ----------- --------------
12707 Eckles Road $1,539 1,806 $ 16 1990 (k)
9300-9328 Harrison Rd 877 1,031 4 1978 (k)
9330-9358 Harrison Rd 482 56 2 1978 (k)
28420-28448 Highland Rd 851 1,000 4 1979 (k)
28450-28478 Highland Rd 485 57 2 1979 (k)
28421-28449 Highland Rd 649 76 3 1980 (k)
28451-28479 Highland Rd 639 75 3 1980 (k)
28825-28909 Highland Rd 416 48 2 1981 (k)
28933-29017 Highland Rd 667 78 3 1982 (k)
28824-28908 Highland Rd 797 93 3 1982 (k)
28932-29016 Highland Rd 729 85 3 1982 (k)
9710-9734 Harrison Rd 742 87 3 1987 (k)
9740-9772 Harrison Rd 786 92 3 1987 (k)
9840-9868 Harrison Rd 855 1,005 4 1987 (k)
9800-9824 Harrison Rd 698 82 3 1987 (k)
29265-29285 Airport Dr 833 98 3 1983 (k)
29185-29225 Airport Dr 832 97 3 1983 (k)
29149-29165 Airport Dr 1,285 1,511 5 1984 (k)
29101-29115 Airport Dr 775 91 3 1985 (k)
29031-29045 Airport Dr 739 86 3 1985 (k)
29050-29062 Airport Dr 754 88 3 1986 (k)
29120-29134 Airport Dr 957 1,125 4 1986 (k)
29200-29214 Airport Dr 1,010 1,188 4 1985 (k)
9301-9339 Middlebelt Rd 738 86 3 1983 (k)
38200 Plymouth 2,564 5,317 0 (m)
GRAND RAPIDS
3232 Kraft Avenue 5,764 6,638 398 1988 (k)
8181 Logistics Drive 5,793 6,657 407 1990 (k)
5062 Kendrick Court SE 828 97 55 1987 (k)
2 84th Street SW 969 1,086 62 1986 (k)
100 84th Street SW 1,563 1,818 99 1979 (k)
150 84th Street SW 313 36 23 1977 (k)
511 76th Street SW 4,376 5,134 277 1986 (k)
553 76th Street SW 203 23 13 1985 (k)
555 76th Street SW 4,490 5,266 292 1987 (k)
2925 Remico Avenue SW 1,624 1,905 101 1988 (k)
2935 Walkent Court NW 1,670 1,955 104 1991 (k)
3300 Kraft Avenue SE 4,933 5,771 346 1987 (k)
3366 Kraft Avenue SE 4,814 5,647 308 1987 (k)
4939 Starr Avenue 708 82 49 1985 (k)
5001 Kendrick Court SE 1,249 1,459 80 1983 (k)
5050 Kendrick Court SE 16,001 17,722 911 1988 (k)
5015 52nd Street SE 1,355 1,589 84 1987 (k)
5025 28th Street 505 58 53 1967 (k)
5079 33rd Street SE 3,022 3,547 189 1990 (k)
5333 33rd Street SE 2,808 3,288 203 1991 (k)
5130 Patterson Avenue SE 805 94 52 1987 (k)
425 Gordon Industrial Cou 4,406 5,050 293 1990 (k)
2851 Prairie Street 2,941 3,386 203 1989 (k)
2945 Walkent Court 2,326 2,678 161 1993 (k)
537 76th Street 1,566 1,824 68 1987 (k)
S-5
63
Caption>
Cost
(j) Capitalized
Initial Cost Subsequent to
Location (i) ----------------------- Acquisitions
Building/Address (City/State) Emcumbrances Land Buildings or Completion
- ---------------- -------------- ------------ ------ ---------- -------------
Indianapolis
2900 N Shadeland Avenue Indianpolis, IN (c) 2,394 13,565 $ 1,264
1445 Brookville Way Indianpolis, IN (c) 459 2,603 242
1440 Brookville Way Indianpolis, IN (c) 665 3,770 219
1240 Brookville Way Indianpolis, IN (c) 247 1,402 128
1220 Brookville Way Indianpolis, IN (c) 223 40 30
1345 Brookville Way Indianpolis, IN (d) 586 3,321 239
1350 Brookville Way Indianpolis, IN (c) 205 1,161 77
1315 Sadlier Circle E Dr Indianpolis, IN (d) 57 322 39
1341 Sadlier Circle E Dr Indianpolis, IN (d) 131 743 50
1322-1438 Sadlier Circle Indianpolis, IN (d) 145 822 75
1327-1441 Sadlier Circle Indianpolis, IN (d) 218 1,234 88
1304 Sadlier Circle E Dr Indianpolis, IN (d) 71 405 46
1402 Sadlier Circle E Dr Indianpolis, IN (d) 165 934 66
1504 Sadlier Circle E Dr Indianpolis, IN (d) 219 1,238 70
1311 Sadlier Circle E Dr Indianpolis, IN (d) 54 304 60
1365 Sadlier Circle E Dr Indianpolis, IN (d) 121 688 49
1352-1354 Sadlier Circle Indianpolis, IN (d) 178 1,008 90
1338 Sadlier Circle E Dr Indianpolis, IN (d) 81 460 48
1327 Sadlier Circle E Dr Indianpolis, IN (d) 52 295 31
1428 Sadlier Circle E Dr Indianpolis, IN (d) 21 117 23
1230 Brookville Way Indianpolis, IN (c) 103 586 40
6951 E 30th St Indianpolis, IN 256 1,449 91
6701 E 30th St Indianpolis, IN 78 443 40
6737 E 30th St Indianpolis, IN 385 2,181 122
6555 E 30th St Indianpolis, IN 840 4,760 129
2432-2436 Shadeland Indianpolis, IN 212 1,199 167
8402-8440 E 33rd St Indianpolis, IN 222 1,260 35
8520-8630 E 33rd St Indianpolis, IN 326 1,848 50
8710-8768 E 33rd St Indianpolis, IN 175 993 30
3316-3346 N. Pagosa Court Indianpolis, IN 325 1,842 50
3331 Raton Court Indianpolis, IN 138 802 22
Vacant Land Indianpolis, IN 60 0 131
Milwaukee
N25 W23050 Paul Road Pewaukee, WI (a) 474 2,723 12
N25 W23255 Paul Road Waukesha County, WI (a) 571 3,270 1
N27 W23293 Roundy Drive Waukesha County, WI (a) 412 2,837 1
6523 N. Sydney Place Milwaukee, WI 172 976 140
8800 W Bradley Milwaukee, WI 375 2,125 130
1435 North 113th St Wauwatosa, WI 300 1,699 79
Minneapolis
2700 Freeway Boulevard Brooklyn Center, MN (b) 392 2,318 397
6403-6545 Cecilia Circle Brooklyn Center, MN (b) 723 2,683 765
1275 Corporate Center Dri Eagan, MN (a) 80 357 38
1279 Corporate Center Dri Eagan, MN (a) 105 357 86
2815 Eagandale Boulevard Eagan, MN (a) 80 357 95
6201 West 111th Street Bloomington, MN (a) 1,358 8,622 3,732
6925-6943 Washington Aven Edina, MN (a) 117 504 534
6955-6973 Washington Aven Edina, MN (a) 117 486 382
7251-7279 Washington Aven Edina, MN (a) 129 382 406
7301-7329 Washington Aven Edina, MN (a) 174 391 466
7101 Winnetka Avenue Nort Brooklyn Park, MN (a) 2,195 6,084 2,135
7600 Golden Triangle Driv Eden Prairie, MN (a) 566 1,394 1,170
7830-7890 12th Avenue Sou Eden Prairie, MN (a) 723 2,588 321
7900 Main Street Northeas Fridley, MN (a) 480 1,604 278
Gross Annual Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Location Buildings and Depreciation Year Built/ Depreciable
Building/Address (City/State) Land Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ------------ ---- ------------- ----- ------------ ---------- ------------
Indianapolis
2900 N Shadeland Avenue Indianpolis, IN 2,493 14,730 17,223 309 1957/1992 (k)
1445 Brookville Way Indianpolis, IN 475 2,829 3,304 61 1989 (k)
1440 Brookville Way Indianpolis, IN 684 3,970 4,654 81 1990 (k)
1240 Brookville Way Indianpolis, IN 258 1,519 1,777 32 1990 (k)
1220 Brookville Way Indianpolis, IN 226 67 29 1 1990 (k)
1345 Brookville Way Indianpolis, IN 601 3,545 4,146 74 1992 (k)
1350 Brookville Way Indianpolis, IN 211 1,232 1,443 25 1994 (k)
1315 Sadlier Circle E Dr Indianpolis, IN 61 357 41 7 1970/1992 (k)
1341 Sadlier Circle E Dr Indianpolis, IN 136 788 92 16 1971/1992 (k)
1322-1438 Sadlier Circle Indianpolis, IN 152 890 1,042 18 1971/1992 (k)
1327-1441 Sadlier Circle Indianpolis, IN 225 1,315 1,540 28 1992 (k)
1304 Sadlier Circle E Dr Indianpolis, IN 75 447 52 9 1971/1992 (k)
1402 Sadlier Circle E Dr Indianpolis, IN 170 995 1,165 20 1970/1992 (k)
1504 Sadlier Circle E Dr Indianpolis, IN 225 1,302 1,527 27 1971/1992 (k)
1311 Sadlier Circle E Dr Indianpolis, IN 57 361 41 8 1971/1992 (k)
1365 Sadlier Circle E Dr Indianpolis, IN 126 732 85 15 1971/1992 (k)
1352-1354 Sadlier Circle Indianpolis, IN 188 1,088 1,276 22 1970/1992 (k)
1338 Sadlier Circle E Dr Indianpolis, IN 85 504 58 10 1971/1992 (k)
1327 Sadlier Circle E Dr Indianpolis, IN 56 322 37 7 1971/1992 (k)
1428 Sadlier Circle E Dr Indianpolis, IN 23 138 16 3 1971/1992 (k)
1230 Brookville Way Indianpolis, IN 109 620 72 13 1995 (k)
6951 E 30th St Indianpolis, IN 265 1,531 1,796 32 1995 (k)
6701 E 30th St Indianpolis, IN 82 479 56 10 1992 (k)
6737 E 30th St Indianpolis, IN 398 2,290 2,688 47 1995 (k)
6555 E 30th St Indianpolis, IN 855 4,874 5,729 71 1969/1981 (k)
2432-2436 Shadeland Indianpolis, IN 229 1,349 1,578 16 1968 (k)
8402-8440 E 33rd St Indianpolis, IN 227 1,290 1,517 8 1977 (k)
8520-8630 E 33rd St Indianpolis, IN 333 1,891 2,224 12 1976 (k)
8710-8768 E 33rd St Indianpolis, IN 184 1,014 1,198 7 1979 (k)
3316-3346 N. Pagosa Court Indianpolis, IN 332 1,885 2,217 12 1977 (k)
3331 Raton Court Indianpolis, IN 141 821 96 5 1979 (k)
Vacant Land Indianpolis, IN 62 129 19 0 (m)
Milwaukee
N25 W23050 Paul Road Pewaukee, WI 474 2,735 171 1989 (k)
N25 W23255 Paul Road Waukesha County, WI 571 3,271 3,842 204 1987 (k)
N27 W23293 Roundy Drive Waukesha County, WI 412 2,838 3,250 176 1989 (k)
6523 N. Sydney Place Milwaukee, WI 176 1,112 1,288 29 1978 (k)
8800 W Bradley Milwaukee, WI 388 2,242 2,630 32 1982 (k)
1435 North 113th St Wauwatosa, WI 309 1,769 2,078 11 1993 (k)
Minneapolis
2700 Freeway Boulevard Brooklyn Center, MN 415 2,692 213 1981 (k)
6403-6545 Cecilia Circle Brooklyn Center, MN 781 3,390 4,171 1,198 1980 (k)
1275 Corporate Center Dri Eagan, MN 93 382 47 117 1990 (k)
1279 Corporate Center Dri Eagan, MN 109 439 54 138 1990 (k)
2815 Eagandale Boulevard Eagan, MN 97 435 53 126 1990 (k)
6201 West 111th Street Bloomington, MN 1,499 12,213 13,712 1,306 1987 (k)
6925-6943 Washington Aven Edina, MN 237 918 1,155 419 1972 (k)
6955-6973 Washington Aven Edina, MN 191 794 98 358 1972 (k)
7251-7279 Washington Aven Edina, MN 182 735 91 336 1972 (k)
7301-7329 Washington Aven Edina, MN 193 838 1,031 374 1972 (k)
7101 Winnetka Avenue Nort Brooklyn Park, MN 2,228 8,186 10,414 2,875 1990 (k)
7600 Golden Triangle Driv Eden Prairie, MN 615 2,515 3,130 845 1989 (k)
7830-7890 12th Avenue Sou Eden Prairie, MN 739 2,893 3,632 1,158 1978 (k)
7900 Main Street Northeas Fridley, MN 497 1,865 2,362 841 1973 (k)
S-6
64
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ----------------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion
- ---------------- ----------- -------- ---- --------- -------------
7901 Beech Street Northeast Fridley, MN (a) $ 405 $1,554 $ $ 275
9901 West 74th Street Eden Prairie, MN (a) 621 3,289 1,957
10175-10205 Crosstown Circle Eden Prairie, MN (a) 132 686 51
11201 Hampshire Avenue South Bloomington, MN (a) 495 1,035 848
12220-12274 Nicollet Avenue(g) Burnsville, MN (a) 555 2,249 219
305 2nd Street Northwest Minneapolis, MN (a) 460 2,744 41
953 Westgate Drive Minneapolis, MN (a) 193 1,178 0
980 Lone Oak Road Minneapolis, MN (a) 683 4,103 46
990 Lone Oak Road Minneapolis, MN (a) 883 5,575 50
1030 Lone Oak Road Minneapolis, MN (a) 456 2,703 44
1060 Lone Oak Road Minneapolis, MN (a) 624 3,700 135
5400 Nathan Lane Minneapolis, MN (a) 749 4,461 25
6464 Sycamore Court Minneapolis, MN (a) 457 2,730 0
6701 Parkway Circle Brooklyn Center, MN 350 2,131 343
6601 Shingle Creek Parkway Brooklyn Center, MN 411 2,813 484
10120 W 76th Street Eden Prairie, MN 315 1,804 85
7615 Golden Triangle Eden Prairie, MN 268 1,532 255
7625 Golden Triangle Eden Prairie, MN 415 2,375 133
2605 Fernbrook Lane North Plymouth, MN 443 2,533 263
12155 Nicollet Ave. Burnsville, MN 286 0 1,673
6655 Wedgewood Road Maple Grove, MN 1,775 8,410 79
900 Apollo Road Eagan, MN 1,029 5,855 194
7316 Aspen Lane North Brooklyn, MN 368 2,156 145
6707 Shingle Creek Parkway Brooklyn Center, MN 376 2,101 360
73rd Avenue North Brooklyn Park, MN 504 2,856 73
1905 W Country Road C Roseville, MN 402 2,278 64
2730 Arthur Street Roseville, MN 824 4,671 76
10205 51st Avenue North Plymouth, MN 180 1,020 68
4100 Peavey Road Chaska, MN 399 2,261 124
11300 Hamshire Ave South Bloomington, MN 527 2,985 125
375 Rivertown Drive Woodbury, MN 1,083 6,135 266
5205 Highway 169 Plymouth, MN 446 2,525 331
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 110
7100-7198 Shady Oak Rd (g) Eden Prairie, MN 1,118 6,333 146
7500-7546 Washington Square Eden Prairie, MN 229 1,300 28
7550-7588 Washington Square Eden Prairie, MN 153 867 19
5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 73
Nashville
- ---------
1621 Heil Quaker Boulevard Nashville, TN (b) 413 2,348 166
220-240 Great Circle Drive Nashville, TN (a) 978 6,350 1,599
417 Harding Industrial Drive Nashville, TN (a) 1,006 6,586 880
501-521 Harding Industrial Drive(f) Nashville, TN (a) 645 3,382 1,092
3099 Barry Drive Portland, TN 418 2,368 49
3150 Barry Drive Portland, TN 941 5,333 326
5599 Highway 31 West Portland, TN 564 3,196 62
St. Louis
- ---------
8921-8957 Frost Avenue Hazelwood, MO (b) 431 2,479 10
9043-9083 Frost Avenue Hazelwood, MO (b) 319 1,838 27
2121 Chapin Industrial Drive Vinita Park, MO (a) 606 4,384 1,372
1200 Andes Boulevard St. Louis, MO (a) 246 1,412 82
1248 Andes Boulevard St. Louis, MO (a) 194 1,120 50
1208-1226 Ambassador Boulevard St. Louis, MO (a) 235 1,351 1
1250 Ambassador Boulevard St. Louis, MO (a) 119 694 2
1503-1525 Fairview Industrial St. Louis, MO (a) 112 658 29
Gross Amount Carried
At Close of Period 12/31/96
----------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/96 Renovated Live (Years)
- ---------------- ---- ------------ ----- ------------ ----------- ------------
7901 Beech Street Northeast $ 428 $1,806 $2,234 $ 684 1975 (k)
9901 West 74th Street 639 5,228 5,867 659 1983/88 (k)
10175-10205 Crosstown Circle 174 695 869 251 1980 (k)
11201 Hampshire Avenue South 501 1,877 2,378 672 1986 (k)
12220-12274 Nicollet Avenue(g) 605 2,418 3,023 803 1989/90 (k)
305 2nd Street Northwest 460 2,785 3,245 185 1991 (k)
953 Westgate Drive 193 1,178 1,371 75 1991 (k)
980 Lone Oak Road 683 4,103 4,832 290 1992 (k)
990 Lone Oak Road 883 5,575 6,508 504 1989 (k)
1030 Lone Oak Road 456 2,703 3,203 185 1988 (k)
1060 Lone Oak Road 624 3,835 4,459 274 1988 (k)
5400 Nathan Lane 749 4,486 5,235 285 1990 (k)
6464 Sycamore Court 457 2,730 3,187 171 1990 (k)
6701 Parkway Circle 377 2,447 2,824 178 1987 (k)
6601 Shingle Creek Parkway 502 3,206 3,708 243 1985 (k)
10120 W 76th Street 315 1,804 2,204 87 1987 (k)
7615 Golden Triangle 268 1,787 2,055 123 1987 (k)
7625 Golden Triangle 415 2,508 2,923 150 1987 (k)
2605 Fernbrook Lane North 445 2,794 3,239 168 1987 (k)
12155 Nicollet Ave. 287 1,672 1,959 48 1995 (k)
6655 Wedgewood Road 1,778 8,486 10,264 493 1989 (k)
900 Apollo Road 1,030 6,048 7,078 276 1970 (k)
7316 Aspen Lane North 377 2,292 2,669 100 1978 (k)
6707 Shingle Creek Parkway 379 2,458 2,837 200 1986 (k)
73rd Avenue North 512 2,921 3,433 54 1995 (k)
1905 W Country Road C 409 2,335 2,744 44 1993 (k)
2730 Arthur Street 832 4,739 5,571 89 1995 (k)
10205 51st Avenue North 187 1,081 1,268 20 1990 (k)
4100 Peavey Road 415 2,369 2,784 34 1988 (k)
11300 Hamshire Ave South 541 3,096 3,637 38 1983 (k)
375 Rivertown Drive 1,119 6,365 7,484 53 1996 (k)
5205 Highway 169 473 2,829 3,302 26 1960 (k)
6451-6595 Citywest Parkway 538 3,072 3,610 25 1984 (k)
7100-7198 Shady Oak Rd (g) 1,135 6,462 7,597 40 1982 (k)
7500-7546 Washington Square 233 1,324 1,557 3 1975 (k)
7550-7588 Washington Square 156 883 1,039 2 1973 (k)
5240-5300 Valley Industrial Blvd S 370 2,114 2,484 4 1975 (k)
Nashville
- ---------
1621 Heil Quaker Boulevard 429 2,498 2,927 116 1975 (k)
220-240 Great Circle Drive(g) 978 7,949 8,927 3,356 1979/1982 (k)
417 Harding Industrial Drive 1,116 7,356 8,472 630 1972 (k)
501-521 Harding Industrial Drive(f) 699 4,420 5,119 302 1975 (k)
3099 Barry Drive 424 2,411 2,835 15 1995 (k)
3150 Barry Drive 987 5,613 6,600 35 1993 (k)
5599 Highway 31 West 571 3,251 3,822 20 1995 (k)
St. Louis
- ---------
8921-8957 Frost Avenue 431 2,489 2,920 155 1971 (k)
9043-9083 Frost Avenue 319 1,865 2,184 116 1970 (k)
2121 Chapin Industrial Drive 614 5,748 6,362 2,854 1969/87 (k)
1200 Andes Boulevard 319 1,421 1,740 88 1967 (k)
1248 Andes Boulevard 194 1,170 1,364 82 1967 (k)
1208-1226 Ambassador Boulevard 235 1,352 1,587 84 1966 (k)
1250 Ambassador Boulevard 119 696 815 43 1967 (k)
1503-1525 Fairview Industrial 112 687 799 49 1967 (k)
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65
Costs
Capitalized
Initial Cost Subsequent to
Location (i) ---------------------- Acquisition
Building Address (City/State) Encumbra Land Buildings or Completion Land
- ---------------- ----------- -------- ---- --------- ------------- ----
2441-2445 Northline Indus St. Louis, MO (a) $ 72 $ 478 $ 2 $ 72
2462-2470 Schuetz Road St. Louis, MO (a) 174 1,004 0 174
10431-10449 Midwest Indus St. Louis, MO (a) 237 1,360 166 237
10751 Midwest Industrial St. Louis, MO (a) 193 1,119 12 193
11632-11644 Fairgrove Ind St. Louis, MO (a) 109 637 17 109
11652-11666 Fairgrove Ind St. Louis, MO (a) 103 599 89 103
11674-11688 Fairgrove Ind St. Louis, MO (a) 118 689 27 118
2337 Centerline Drive St. Louis, MO (d) 239 1,370 110 239
6951 N Hanley (f) Hazelwood, MO 405 2,295 93 417
Other
2800 Airport Road (h) Denton, TX (a) 369 1,935 1,773 490
3501 Maple Street Aailene, TX (a) 67 1,057 1,048 260
4200 West Harry Street (g Wichita, KS (a) 193 2,224 1,967 528
Industrial Park No. 2 West Lebanon, NH (a) 723 5,208 491 776
------ ----- ----- -------- -----
$396,482 $144,683 $763,000 $143,096 $153,390
Gross Amount Carried
At Close of Period 12/31/96
--------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Improvements Total 12/31/96 Renovated Lives (Years)
- ---------------- ----------- ---- ------------ ----------- --------------
2441-2445 Northline Indus 480 55 61 1967 (k)
2462-2470 Schuetz Road 1,004 1,178 63 1965 (k)
10431-10449 Midwest Indus 1,526 1,763 94 1967 (k)
10751 Midwest Industrial 1,131 1,324 71 1965 (k)
11632-11644 Fairgrove Ind 654 76 44 1967 (k)
11652-11666 Fairgrove Ind 688 79 56 1966 (k)
11674-11688 Fairgrove Ind 716 83 50 1967 (k)
2337 Centerline Drive 1,480 1,719 88 1967 (k)
6951 N Hanley (f) 2,376 2,793 5 1965 (k)
Other
2800 Airport Road (h) 3,587 4,077 955 1965 (k)
3501 Maple Street 1,912 2,172 507 1980 (k)
4200 West Harry Street (g 3,856 4,384 1,028 1968 (k)
Industrial Park No. 2 5,646 6,422 1,504 1968 (k)
-------- ---------- -------
$897,389 $1,050,779 $91,457
NOTES:
(a) Collateralizes the 1994 Mortgage Loans Payable.
(b) Collateralizes the 1995 Mortgage Loans Payable.
(c) Collateralizes the CIGNA Loan.
(d) Collateralizes the Aegon Loan.
(e) Collateralizes the Harrisburg Mortgage Loan.
(f) Comprised of 2 properties.
(g) Comprised of 3 properties.
(h) Comprised of 5 properties.
(i) See description of encumbrances in Note 4 to Notes to Consolidated and
Combined Financial statements.
(j) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(k) Depreciation is computed based upon the following estimated lives:
Buildings, Improvements 31.5 to 40 years
Tenant Improvements, Leasehold Improvements Life of lease
Furniture, Fixtures and equipment 5 to 10 years
(l) At December 31, 1995, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $ 1,020
million.
(m) These properties represent developments that haven't been placed in
service.
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66
FIRST INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
The changes in total real estate assets for the three years ended
December 31, 1996 are as follows:
1996 1995 1994
---------- -------- --------
Balance, Beginning of Year.....................$ 757,516 $669,608 $209,177
Transfer of Assets
Between Contributing Businesses.............. --- --- 4,893
Acquisition, Construction Costs
and Improvements............................. 305,153 87,908 455,538
Disposition of Assets.......................... (11,890) --- ---
---------- -------- --------
Balance, End of Year...........................$1,050,779 $757,516 $669,608
========== ======== ========
The changes in accumulated depreciation for the three years ended
December 31, 1996 are as follows:
1996 1995 1994
---------- -------- --------
Balance, Beginning of Year.....................$ 68,749 $ 49,314 $ 38,015
Transfer of Assets
Between Contributing Businesses.............. --- --- (2,075)
Depreciation for Year.......................... 24,542 19,435 13,374
Disposition of Assets.......................... (1,834) --- ---
---------- ------- --------
Balance, End of Year...........................$ 91,457 $ 68,749 $ 49,314
=========== ======== ========
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