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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
For the fiscal year ended December 31, 1997 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File Number 333-21873
FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
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FIRST INDUSTRIAL, L.P.
TABLE OF CONTENTS
PAGE
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PART I.
Item 1. Business ............................................................................... 3
Item 2. The Properties ......................................................................... 7
Item 3. Legal Proceedings....................................................................... 22
Item 4. Submission of Matters to a Vote of Security Holders .................................... 22
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters .................. 22
Item 6. Selected Financial Data ................................................................ 22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .. 25
Item 8. Financial Statements and Supplementary Data ............................................ 31
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures .. 31
PART III
Item 10. Directors and Executive Officers of the Registrant ..................................... 32
Item 11. Executive Compensation ................................................................. 32
Item 12. Security Ownership of Certain Beneficial Owners and Management ......................... 32
Item 13. Certain Relationships and Related Transactions ......................................... 32
PART IV.
Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K ... 32
SIGNATURES ............................................................................................ 36
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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. First Industrial, L.P.
(the "Operating Partnership") intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Reform Act of 1995, and is including this statement
for purposes of complying with these safe harbor provisions. Forward-looking
statements, which are based on certain assumptions and describe future plans,
strategies and expectations of the Operating Partnership, are generally
identifiable by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions. The Operating Partnership's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on the
operations and future prospects of the Operating Partnership on a consolidated
basis include, but are not limited to, changes in: economic conditions generally
and the real estate market specifically, legislative/regulatory changes
(including changes to laws governing the taxation of REITs), availability of
capital, interest rates, competition, supply and demand for industrial
properties in the Operating Partnership's current and proposed market areas and
general accounting principles, policies and guidelines applicable to 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 Operating Partnership and its business, including
additional factors that could materially affect the Operating Partnership's
financial results, is included herein and in the Operating Partnership's other
filings with the Securities and Exchange Commission.
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PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 86% ownership interest at December 31, 1997. The Company also owns a
preferred general partnership interest in the Operating Partnership ("Preferred
Units") with an aggregate liquidation priority of $150.0 million. The Company is
a real estate investment trust ("REIT") as defined in the Internal Revenue Code.
The Company's operations are conducted primarily through the Operating
Partnership. The limited partners of the Operating Partnership own, in the
aggregate, approximately a 14% interest in the Operating Partnership at
December 31, 1997.
The Operating Partnership owns 100% of FR Development Services, LLC, a
95% economic interest in FR Development Services, Inc. as well as a 99% limited
partnership interest (subject in one case as described below to a preferred
limited partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P. (the
"Securities Partnership"), First Industrial Mortgage Partnership, L.P (the
"Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P. (the
"Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the
"Indianapolis Partnership") and First Industrial Development Services Group,
L.P. (together, the "Other Real Estate Partnerships"). As of December 31,
1997, the Operating Partnership directly owned 522 in-service properties,
containing an aggregate of approximately 34.5 square feet of gross leasable
area ("GLA"). On a combined basis, as of December 31, 1997, the Other Real
Estate Partnerships owned 247 in-service properties containing an aggregate of
approximately 22.1 million square feet of GLA. Of the 247 properties owned by
the Other Real Estate Partnerships at December 31, 1997, 193 are owned by the
Financing Partnership, 19 are owned by the Securities Partnership, 23 are
owned by the Mortgage Partnership, six are owned by the Pennsylvania
Partnership, five are owned by the Harrisburg Partnership and one is owned by
the Indianapolis Partnership.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest in the Other
Real Estate Partnerships. Each general partner of the Other Real Estate
Partnerships is a wholly owned subsidiary of the Company. The general partner of
the Securities Partnership, First Industrial Securities Corporation, also owns a
preferred limited partnership interest in the Securities Partnership which
entitles it to receive a fixed quarterly distribution, and results in it being
allocated income in the same amount, equal to the fixed quarterly dividend the
Company pays on its 9.5% Series A Cumulative Preferred Stock.
The Operating Partnership 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 Operating
Partnership 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 March 26, 1998, the Operating Partnership had 315 employees.
The Operating Partnership 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.
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BUSINESS OBJECTIVES AND GROWTH PLANS
The Operating Partnership's fundamental business objective is
to maximize the total return to its partners through increases in per
unit distributions and increases in the value of the Operating
Partnership's properties and operations. The Operating Partnership's
growth plan includes the following elements:
- - - Internal Growth. The Operating Partnership seeks to grow internally by
(i) increasing revenues by renewing or re-leasing spaces subject to
expiring leases at higher rental levels; (ii) increasing occupancy
levels at properties where vacancies exist and maintaining occupancy
elsewhere; (iii) controlling and minimizing operating expenses; and
(iv) renovating existing properties.
- - - External Growth. The Operating Partnership seeks to grow externally
through (i) the acquisition of portfolios of industrial properties,
industrial property businesses or individual properties which meet the
Operating Partnership's investment parameters; (ii) the development of
primarily build-to-suit properties; and (iii) the expansion of its
properties.
BUSINESS STRATEGIES
The Operating Partnership utilizes the following seven
strategies in connection with the operation of its business:
- - - Organization Strategy. The Operating Partnership implements its
decentralized property operations strategy through the use of
experienced regional management teams and local property managers.
Each operating region is headed by a senior regional director, who is
a senior executive officer of, and has an equity interest in, the
Company. The Operating Partnership provides acquisition, development
and financing assistance, asset management oversight and financial
reporting functions from its headquarters in Chicago to support its
regional operations. The Operating Partnership believes the size of its
portfolio enables it to realize operating efficiencies by spreading
overhead over many properties and by negotiating quantity purchasing
discounts.
- - - Market Strategy. The Operating Partnership 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 the Operating
Partnership's and the Other Real Estate Partnerships' portfolios in
their current markets, which as of December 31, 1997 averaged
approximately 2.4 million square feet per market, and the experience
of its senior regional directors, the Operating Partnership believes
that it has sufficient market presence and resources to compete
effectively. As of December 31, 1997, the Operating Partnership and
the Other Real Estate Partnerships owned portfolios in the
metropolitan areas of Atlanta, Georgia; Chicago, Illinois; Cincinnati,
Ohio; Cleveland, Ohio; Columbus, Ohio; Dallas, Texas; Dayton, Ohio;
Denver, Colorado; Des Moines, Iowa; Detroit, Michigan; Grand Rapids,
Michigan; Houston, Texas; Indianapolis, Indiana; Milwaukee, Wisconsin;
Minneapolis/St. Paul, Minnesota; Nashville, Tennessee; New Orleans,
Louisiana; Phoenix, Arizona; Salt Lake City, Utah; St. Louis, Missouri
and Tampa, Florida, as well as the regional areas of Central
Pennsylvania, Long Island, New York and New Jersey.
- - - Leasing and Marketing Strategy. The Operating Partnership has an
operational management strategy designed to enhance tenant satisfaction
and portfolio performance. The Operating Partnership pursues an active
leasing strategy, which includes aggressively marketing available
space, renewing existing leases at higher rents per square foot and
seeking leases which provide for the pass-through of property-related
expenses to the tenant. The Operating Partnership also has local and
national marketing programs which focus on the business and brokerage
communities and national tenants.
- - - Acquisition Strategy. The Operating Partnership's acquisition strategy
is to acquire properties in its current markets to capitalize on local
market expertise and maximize operating effectiveness and efficiencies
and, as appropriate opportunities arise, 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 769 properties in the Operating
Partnership's and the Other Real Estate Partnership's portfolio at
December 31, 1997, 197 have been developed by its current or former
management. The Operating Partnership will continue to leverage the
development capabilities of its management, many of
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whom are leading developers in their respective markets. In 1996, the
Operating Partnership formed a new subsidiary partnership, First
Industrial Development Services Group, L.P., of which, the Operating
Partnership has a 99% limited partnership interest, to focus on
development activities.
- - - Disposition Strategy. The Operating Partnership continually evaluates
local market conditions and property-related factors and will sell a
property when it believes it is to the Operating Partnership's
advantage to do so.
- - - Financing Strategy. The Operating Partnership believes that the size of
its portfolio, the diversity of its buildings and tenants and the
financial strength of the Operating Partnership allow its general
partner, the Company, access to the public capital markets which are
not generally available to smaller, less diversified property owners
because of the portfolio size and diversity requirements.
RECENT DEVELOPMENTS
In 1997, the Operating Partnership acquired or completed development of
388 properties for a total estimated investment of approximately $855.1 million
($115.2 million of which was issued as limited partnership interests in the
Operating Partnership together with general partnership Units) ("the Units") to
expand the in-service portfolio 96 percent. The Operating Partnership also
sold three in-service properties and one property held for redevelopment for
approximately $16.1 million of gross proceeds. At December 31, 1997, the
Operating Partnership owned 522 in-service properties containing approximately
34.5 million square feet.
The Operating Partnership improved its capital structure through the
following activities:
- - - The Operating Partnership continued to pay down and retire secured debt
and replace it with senior unsecured debt at lower interest rates.
- - - The Operating Partnership issued senior unsecured debt with staggered
maturity dates. During 1997, the Operating Partnership, issued $650.0
million of senior unsecured debt with maturity dates ranging from 2005 to
2027.
- - - The Operating Partnership terminated its $200.0 million unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility") and
entered into a $300.0 million unsecured revolving credit facility (the
"1997 Unsecured Acquisition Facility"). The 1997 Unsecured Acquisition
Facility initially bears interest at the London Interbank Offered Rate
("LIBOR") plus .80% which is .20% less than the 1996 Unsecured Acquisition
Facility for LIBOR borrowings.
- - - The Operating Partnership issued Preferred Units. On May 14, 1997, the
Company issued 4,000,000 depositary shares, representing 1/100th of a
share of the Company's 8 3/4%, $.01 par value, Series B Cumulative
Preferred Stock ("Series B Preferred Stock"), at an initial offering price
of $25 per depositary share. The net proceeds of $96.3 million received
from the Series B Preferred Stock were contributed to the Operating
Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units (the
"Series B Preferred Units") and are reflected in the Operating
Partnership's financial statements as a preferred contribution. On June
6, 1997, the Company issued 2,000,000 depositary shares, representing
1/100th of a share of the Company's 8 5/8%, $.01 par value, Series C
Cumulative Preferred Stock ("Series C Preferred Stock"), at an initial
offering price of $25 per depositary share. The net proceeds of $48.0
million received from the Series C Preferred Stock were contributed to the
Operating Partnership in exchange for 8 5/8% Series C Cumulative Preferred
Units (the "Series C Preferred Units") and are reflected in the Operating
Partnership's financial statements as a preferred contribution.
- - - The Operating Partnership issued Units. On September 16, 1997, the Company
issued 637,440 shares of $.01 par value common stock (the "September 1997
Equity Offering"). The net proceeds of $18.9 million received from the
September 1997 Equity Offering were contributed to the Operating
Partnership in exchange for 637,440 Units and are reflected in the
Operating Partnership's financial statements as a general partner
contribution. On October 15, 1997, the Company issued 5,400,000 shares of
$.01 par value common stock ("October 1997 Equity Offering"). The net
proceeds of $176.6 million received from the October 1997 Equity Offering
were contributed to the Operating Partnership in exchange for 5,400,000
Units and are reflected in the Operating Partnership's financial statements
as a general partner contribution. During 1997, the Operating Partnership
issued 3,634,148 Units valued, in the aggregate, at $115.2 million in
exchange for interests in certain properties. These contributions are
reflected in the Operating Partnership's financial statements as a limited
partners contribution.
During the period January 1, 1998 though March 26, 1998, the Operating
Partnership purchased 51 properties containing an aggregate of 3.1 million
square feet of GLA for approximately $111.7 million, or $36.44 per square foot.
The purchase price consisted of approximately $109.8 million cash and Units
valued at approximately $1.9 million.
On January 27, 1998, the Operating Partnership registered $400.0
million of debt securities.
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On February 4, 1998, the Company issued 5,000,000 Depositary shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock ("Series D Preferred Stock") at an initial
offering price of $25 per depositary share. The net proceeds of $120.6 million
received from the Series D Preferred Stock were contributed to the
Operating Partnership in exchange for 7.95% Series D Cumulative Preferred Units
("the "Series D Preferred Units") and are reflected in the Operating
Partnership's financial statements as a preferred contribution.
On March 18, 1998, the Company issued 3,000,000 Depositary shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock ("Series E Preferred Stock") at an initial offering
price of $25 per depositary share. The net proceeds of $72.1 million received
from the Series E Preferred Stock were contributed to the Operating Partnership
in exchange for 7.90% Series E Cumulative Preferred Units (the "Series E
Preferred Units") and are reflected in the Operating Partnership's financial
statements as a preferred contribution.
On March 26, 1998, the Operating Partnership entered into an
underwriting agreement with J.P. Morgan Securities Inc. ("J.P. Morgan") and
certain other underwriters named therein (the "Underwriters"), pursuant to
which the Operating Partnership agreed to issue and sell $100.0 million of its
6 1/2% Dealer remarketable securities due April 5, 2011 (the "Drs."). The Drs.
will bear interest at 6 1/2% from the date of issuance through April 5,
2001. On April 5, 2001, the Drs. will be subject to mandatory tender to J.P.
Morgan, as the remarketing dealer, if they elect to remarket the Drs. If J.P.
Morgan elects not to remarket the Drs., the Operating Partnership will be
required to repurchase the Drs. on April 5, 2001 at 100% of the principal
amount thereof plus accrued and unpaid interest.
FUTURE ACQUISITIONS AND DEVELOPMENT
The Operating Partnership has an active acquisition and development
program through which it is continually engaged in identifying, negotiating and
consummating portfolio and individual industrial property acquisitions and
developments. As a result, the Operating Partnership is currently engaged in
negotiations relating to the possible acquisitions and developments of a number
of properties located in the Operating Partnership's current markets and other
markets into which the Operating Partnership may expand.
When evaluating potential acquisitions, the Operating Partnership will
consider such factors as: (i) the geographic area and type of property; (ii) the
location, construction quality, condition and design of the property; (iii) the
potential for capital appreciation of the property; (iv) the ability of the
Operating Partnership to improve the property's performance through renovation;
(v) the terms of tenant leases, including the potential for rent increases; (vi)
the potential for economic growth and the tax and regulatory environment of the
area in which the property is located; (vii) the potential for expansion of the
physical layout of the property and/or the number of sites; (viii) the occupancy
and demand by tenants for properties of a similar type in the vicinity; and (ix)
competition from existing properties and the potential for the construction of
new properties in the area.
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 Operating Partnership believes that the higher
occupancy rate in the industrial property sector is a result of the
construction-on-demand nature of, and the comparatively short development time
required for, industrial property. The following table summarizes the occupancy
rates by region for industrial properties for the past five years:
INDUSTRIAL SPACE OCCUPANCY RATES BY REGION
DECEMBER 31,
--------------------------------------------
Region 1993 1994 1995 1996 1997
------ ---- ---- ---- ---- ----
Midwest....................................... 92.8% 93.9% 95.1%. 94.3% 93.3%
East.......................................... 91.6 91.7 92.1 91.6 90.4
South......................................... 91.4 91.7 90.9 90.5 90.4
West.......................................... 91.0 92.5 93.0 93.3 91.7
United States................................. 91.7 92.6 93.1 92.7 91.6
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Source: CB Commercial Real Estate Group, Inc.
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Item 2. THE PROPERTIES
GENERAL
At December 31, 1997, the Operating Partnership and the Other Real
Estate Partnerships owned 769 in-service properties (522 of which were owned by
the Operating Partnership and 247 of which were owned by the Other Real Estate
Partnerships) containing an aggregate of approximately 56.6 million square feet
of GLA in 22 states (34.5 million square feet of which comprised the properties
owned by the Operating Partnership and 22.1 million square feet of which
comprised the properties owned by the Other Real Estate Partnerships), with a
diverse base of more than 2,500 tenants engaged in a wide variety of
businesses, including manufacturing, retail, wholesale trade, distribution and
professional services. The properties are generally located in business parks
which have convenient access to interstate highways and rail and air
transportation. The median age of the Operating Partnership's and the Other
Real Estate Partnership's on a combined basis as of December 31, 1997 was
approximately 13 years.
The Operating Partnership and the Other Real Estate Partnerships
classify their properties into two industrial categories: bulk warehouse and
light industrial. The bulk warehouse properties are generally used for bulk
storage of materials and manufactured goods and the light industrial properties
are generally used for the design, assembly, packaging and distribution of goods
and, in some cases, the provision of services.
The following table summarizes certain information as of December 31,
1997 with respect to the properties owned by the Operating Partnership, each of
which is wholly owned by the Operating Partnership. Information in the table
excludes properties under development at December 31, 1997.
OPERATING PARTNERSHIP
PROPERTY SUMMARY
BULK WAREHOUSE LIGHTINDUSTRIAL TOTAL
------------------------- ------------------------- -----------------------------------------------------
GLA AS A %
NUMBER OF NUMBER OF NUMBER OF OCCUPANCY OF TOTAL
METROPOLITAN AREA GLA PROPERTIES GLA PROPERTIES GLA PROPERTIES AT 12/31/97 PORTFOLIO
- - ----------------------- ----------- ------------ ----------- ------------- ------------ ------------ ------------- ------------
Atlanta 2,436,374 9 361,789 6 2,798,163 15 91% 8%
Chicago 2,367,110 12 1,118,411 13 3,485,521 25 94% 10%
Cincinnati 951,080 3 681,375 6 1,632,455 9 90% 5%
Cleveland - - 355,141 8 355,141 8 67% 1%
Columbus 1,608,804 4 56,849 1 1,665,653 5 99% 5%
Dallas 1,088,017 10 482,313 10 1,570,330 20 99% 5%
Dayton - - 322,746 6 322,746 6 98% 1%
Denver - - 3,651,688 95 3,651,688 95 94% 11%
Detroit 1,334,854 27 471,306 12 1,806,160 39 97% 5%
Houston 1,959,956 17 514,064 7 2,474,020 24 99% 7%
Indianapolis 1,273,580 7 1,073,780 26 2,347,360 33 95% 7%
Long Island 924,385 8 2,507,387 42 3,431,772 50 94% 10%
Milwaukee - - 331,119 7 331,119 7 98% 1%
Minneapolis/St. Paul 534,527 6 1,364,471 20 1,898,998 26 92% 6%
Nashville 538,811 3 480,118 8 1,018,929 11 98% 3%
New Jersey 344,176 3 1,567,596 47 1,911,772 50 95% 6%
New Orleans - - 557,453 15 557,453 15 89% 1%
Phoenix - - 535,394 5 535,394 5 100% 1%
Salt Lake - - 498,233 36 498,233 36 88% 1%
St. Louis 377,213 4 35,114 1 412,327 5 80% 1%
Tampa 153,377 2 919,841 28 1,073,218 30 93% 3%
Other (a) 535,700 4 141,601 4 677,301 8 99% 2%
----------- ------------ ----------- ------------- ------------ ------------ ------------
Total 16,427,964 119 18,027,789 403 34,455,753 522 94% 100%
============ ============ =========== ============= ============ ============ ============
(a) Properties are located in Green Bay, Wisconsin; Shreveport and
Baton Rouge, Louisiana and Clarion, Iowa.
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The following table summarizes certain information as of December 31,
1997 with respect to the properties owned by the Other Real Estate Partnerships,
each of which is wholly owned by the Other Real Estate Partnerships. Information
in the table excludes properties under development at December 31, 1997.
Other Real Estate Partnerships
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 12/31/97 PORTFOLIO
- - ----------------------- ----------- ------------ ----------- ------------- ------------ ------------ ------------- ------------
Atlanta 1,010,161 9 213,467 5 1,223,628 14 91% 5%
Central Pennsylvania 3,397,351 18 844,207 15 4,241,558 33 100% 19%
Chicago 1,602,251 13 528,740 8 2,130,991 21 94% 10%
Des Moines 879,043 5 54,000 1 933,043 6 100% 4%
Detroit 1,517,203 32 1,979,564 47 3,496,767 79 97% 16%
Grand Rapids 2,786,591 22 40,400 3 2,826,991 25 96% 13%
Indianapolis 976,273 1 514,539 3 1,490,812 4 99% 7%
Milwaukee - - 133,173 3 133,173 3 100% 1%
Minneapolis/St. Paul 1,330,460 10 1,877,522 25 3,207,982 35 99% 15%
Nashville 760,229 4 - - 760,229 4 100% 3%
St. Louis 601,108 10 385,713 3 986,821 13 99% 4%
Other (a) 301,355 4 378,603 6 679,958 10 100% 3%
----------- ------------ ----------- ------------- ------------ ------------ ------------
Total 15,162,025 128 6,949,928 119 22,111,953 247 98% 100%
============ ============ =========== ============= ============ ============ ============
(a) Properties are located in Denton and Abilene, Texas; Wichita,
Kansas and West Lebanon, New Hampshire.
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PROPERTY ACQUISITION ACTIVITY
During 1997, the Operating Partnership completed 49 separate property
acquisition transactions totaling approximately 21.0 million square feet of GLA
at a total purchase price of approximately $817.1 million, or $38.91 per square
foot. The 380 properties acquired in the 49 separate property acquisition
transactions have the following characteristics:
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/97 ACQUISITION DATE
--------------------------- ----------- ----------------------------------- ----------- --------------------
Indianapolis, IN 482,400 Bulk Warehouse 100% January 9, 1997
Long Island, NY 2,733,751 Bulk Warehouse/Light Industrial 94% January 31, 1997
Dayton, OH 58,746 Light Industrial 100% February 20, 1997
Detroit, MI 179,400 Bulk Warehouse 99% March 21, 1997
Buffalo Grove, IL 84,956 Light Industrial 100% March 28, 1997
New Brighton, MN 112,082 Light Industrial 100% March 31, 1997
Brooklyn Park, MN 79,675 Light Industrial 82% March 31, 1997
Minneapolis, MN 49,190 Light Industrial 100% April 3, 1997
Columbus, OH 243,000 Bulk Warehouse 93% April 4, 1997
Alsip, IL 320,171 Bulk Warehouse 97% May 29, 1997
West Allis, WI 92,815 Light Industrial 100% June 2, 1997
Wauwatosa, WI 25,150 Light Industrial 100% June 5, 1997
Green Bay, WI 25,254 Light Industrial 100% June 13, 1997
LaGrange, IL 59,075 Light Industrial 100% June 20, 1997
Wauwatosa, WI 39,800 Light Industrial 100% June 26, 1997
Elk Grove, IL 212,040 Light Industrial 100% June 30, 1997
New Jersey 697,778 Bulk Warehouse/Light Industrial 96% June 30, 1997
Oakland, NJ 52,402 Light Industrial 100% July 11, 1997
New Jersey 75,000 Light Industrial 93% July 18, 1997
New Jersey 458,666 Light Industrial 98% July 31, 1997
New Jersey 110,000 Light Industrial 100% August 1, 1997
New Jersey 118,750 Light Industrial 96% August 29, 1997
New Jersey 117,108 Light Industrial 100% August 29, 1997
Independence, OH 169,116 Light Industrial 92% September 19, 1997
Taylor, MI 102,400 Bulk Warehouse 100% September 23, 1997
Atlanta, GA 97,518 Bulk Warehouse 100% September 26, 1997
Hazelwood, MO 35,114 Light Industrial 100% September 30, 1997
Florence, KY 570,000 Light Industrial 100% September 30, 1997
Cleveland, OH 51,525 Light Industrial 100% October 1, 1997
Ford City, IL 563,458 Bulk Warehouse/Light Industrial 68% October 11, 1997
Nashville, TN 480,118 Light Industrial 96% October 17, 1997
Hicksville, NY 68,635 Light Industrial 89% October 23, 1997
Ford City, IL 391,470 Bulk Warehouse/Light Industrial 93% October 23, 1997
Cleveland, OH 32,000 Light Industrial 100% October 28, 1997
Denver, CO 3,573,495 Light Industrial 94% October 30, 1997
Eden Prairie, MN 89,456 Light Industrial 100% October 31, 1997
Indianapolis, IN 100,000 Bulk Warehouse 92% November 19, 1997
Denver, CO 71,344 Light Industrial 100% December 4, 1997
New Jersey 175,820 Bulk Warehouse/Light Industrial 79% December 5, 1997
Phoenix, AZ 437,342 Light Industrial 100% December 5, 1997
Hicksville, NY 100,000 Light Industrial 100% December 9, 1997
Multiple Markets (a) 4,751,077 Bulk Warehouse/Light Industrial 98% December 9, 1997
Tampa, FL 919,841 Bulk Warehouse/Light Industrial 92% December 11, 1997
Phoenix, AZ 98,052 Light Industrial 100% December 19, 1997
Salt Lake City, UT 498,233 Light Industrial 88% December 23, 1997
Houston, TX 346,819 Light Industrial 95% December 23, 1997
Hilliard, OH 255,470 Bulk Warehouse 100% December 29, 1997
Hauppauge, NY 21,900 Light Industrial 0% December 29, 1997
Ronkonkoma, NY 613,040 Light Industrial 94% December 29, 1997
----------
Total 21,040,452
==========
(a) Markets include Atlanta, Georgia; Dallas, Texas; Houston, Texas;
New Orleans, Louisiana and Tampa, Florida.
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During 1997, the Other Real Estate Partnerships completed seven
separate property acquisition transactions totaling approximately 1.8 million
square feet of GLA at a total purchase price of approximately $45.3 million, or
$24.54 per square foot. The nine properties acquired in the seven separate
property acquistion transactions have the following
characteristics:
Occupancy
Metropolitan Area GLA Property Type at 12/31/97 Acquisition Date
--------------------------- ----------- ----------------------------------- ----------- --------------------
York, PA 312,500 Bulk Warehouse 100% March 17, 1997
Mechanicsburg, PA 162,500 Light Industrial 100% March 24, 1997
Mechanicsburg, PA 178,600 Bulk Warehouse 100% June 2, 1997
Indianapolis, IN 161,539 Light Industrial 100% July 30, 1997
Polk, IA 54,000 Light Industrial 100% August 29, 1997
Indianapolis, IN 353,000 Light Industrial 100% September 23, 1997
Denver, PA 623,832 Bulk Warehouse 100% December 23, 1997
----------
Total 1,845,971
==========
Property Development Activity
During 1997, the Operating Partnership completed eight developments
totaling approximately 1.2 million square feet of GLA at a total cost of
approximately $38.0 million, or $32.75 per square foot. The developed properties
have the following characteristics:
Occupancy
Metropolitan Area GLA Property Type at 12/31/97 Completion Date
- - --------------------------- ------------ ------------------ ------------------- -----------------------
Livonia, MI 140,365 Bulk Warehouse 100% March 1, 1997
Atlanta, GA 181,200 Bulk Warehouse (a) March 10, 1997
Indianapolis, IN 10,000 Bulk Warehouse 100% April 1, 1997
Livonia, MI 127,800 Bulk Warehouse 100% November 21, 1997
Shreveport, LA 250,000 Bulk Warehouse 100% December 1, 1997
St. Louis, MO 178,800 Bulk Warehouse 100% December 12, 1997
Clarion, IA 126,900 Bulk Warehouse 100% December 16, 1997
Livonia, MI 145,232 Bulk Warehouse 100% December 31, 1997
===========
Total 1,160,297
===========
(a) Property was sold on June 30, 1997.
During 1997, the Other Real Estate Partnerships completed two
developments and two expansions totaling approximately .6 million square feet of
GLA at a total cost of approximately $12.2 million, or $21.06 per square foot.
The developed properties have the following characteristics:
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/97 COMPLETION DATE
- - --------------------------- ------------ ------------------ ------------------ ---------------------
Middleton, PA 216,387 Bulk Warehouse 100% March 1, 1997
Grand Rapids, MI 17,000 (a) Bulk Warehouse 100% April 1, 1997
Middleton, PA 321,333 Bulk Warehouse 100% June 1, 1997
Atlanta, GA 24,660 (a) Light Industrial 100% December 8, 1997
============
Total 579,380
============
(a) Expansion.
At December 31, 1997, the Operating Partnership had four projects under
development with an estimated completion GLA of .5 million square feet and an
estimated completion cost of approximately $17.7 million.
At December 31, 1997, the Other Real Estate Partnerships had eight
projects under development, with an estimated completion GLA of 2.0 million
square feet and an estimated completion cost of approximately $72.7 million.
10
12
PROPERTY SALES
During 1997, the Operating Partnership sold three in-service properties
totaling approximately .4 million square feet of GLA, one property held for
redevelopment and parcels of land. Total gross sales proceeds approximated
$16.1 million. The sold in-service properties have the following
characteristics:
METROPOLITAN AREA GLA PROPERTY TYPE SALE DATE
- - ------------------------- ------------- -------------------- --------------------
Atlanta, GA 202,880 Bulk Warehouse June 30, 1997
Atlanta, GA 181,200 Bulk Warehouse June 30, 1997
Plymouth, MI 27,990 Light Industrial December 18, 1997
------------
Total 412,070
============
During 1997, the Other Real Estate Partnerships sold seven in-service
properties totaling approximately .4 million square feet of GLA and several land
parcels. Total gross sales proceeds approximated $17.6 million. The sold
in-service properties have the following characteristics:
Metropolitan Area GLA Property Type Sale Date
- - ------------------------- ------------- -------------------- -------------------
Nashville, TN (a) 227,267 Light Industrial June 30, 1997
Maryland Heights, MO 42,090 Light Industrial September 16, 1997
Farmington Hills, MI 17,564 Bulk Warehouse October 29, 1997
Troy, MI 54,675 Light Industrial December 15, 1997
Maryland Heights, MO 31,484 Bulk Warehouse December 22, 1997
-------------
Total 373,080
=============
(a) Comprised of three properties.
Property Acquisitions Subsequent to Year End
During the period January 1, 1998 through March 26, 1998, the Operating
Partnership completed 16 separate property transactions totaling approximately
3.1 million square feet of GLA for approximately $111.7 million, or $36.44 per
square foot, with the following characteristics:
Metropolitan Area GLA Property Type Acquisition Date
- - --------------------------- ------------- --------------------------------------- -----------------------
Chicago, IL 53,500 Light Industrial January 9, 1998
Chicago, IL 149,500 Light Industrial January 12, 1998
Chicago, IL 203,548 Bulk Warehouse/Light Industrial January 12, 1998
Minneapolis, MN 318,013 Light Industrial January 15, 1998
Chicago, IL 288,000 Bulk Warehouse January 16, 1998
West Valley, UT 183,772 Light Industrial January 28, 1998
Chicago, IL 309,386 Bulk Warehouse/Light Industrial January 30, 1998
Denver, CO 448,186 Light Industrial January 30, 1998
Springboro, OH 69,220 Light Industrial February 11, 1998
Garden City, NY 42,700 Light Industrial March 3, 1998
Detroit, MI 75,200 Light Industrial March 12, 1998
Chicago, Il 200,000 Bulk Warehouse March 17, 1998
Farmingdale, NY 60,000 Light Industrial March 23, 1998
Columbus, OH 217,612 Light Industrial March 24, 1998
Sterling Heights, MI 66,132 Light Industrial March 24, 1998
Detroit, MI 382,063 Light Industrial March 25, 1998
------------
3,066,832
============
During the period January 1, 1998 through March 26, 1998, the Other Real
Estate Partnerships completed two separate property transactions totaling
approximately .7 million square feet of GLA for approximately $24.1 million, or
$33.63 per square foot, with the following characteristics:
Metropolitan Area GLA Property Type Acquisition Date
- - --------------------------- ------------- --------------------------------------- -----------------------
Indianapolis, IN 181,950 Light Industrial March 4, 1998
Exton, PA 534,360 Light Industrial March 12, 1998
-------------
716,310
=============
11
13
Detail Property Listing
The following table lists all of the Operating Partnership's properties
as of December 31, 1997, by geographic market area.
PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ --------- ------------- ------- --- --------
Atlanta
- - -------
700 Westlake Parkway Atlanta, GA 1990 Light Industrial 3.50 56,400 82%
800 Westlake Parkway Atlanta, GA 1991 Bulk Warehouse 7.40 132,400 80%
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 0%
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 Conyers, GA 1966 Bulk Warehouse 5.70 121,600 100%
Blvd.
370 Great Southwest Pkwy Atlanta, GA 1986 Light Industrial 8.06 150,536 81%
(g)
955 Cobb Place Kennesaw, GA 1991 Bulk Warehouse 8.73 97,518 100%
6105 Boatrock Boulevard Atlanta, GA 1972 Light Industrial 1.79 32,000 100%
1640 Sands Place Marietta, GA 1977 Light Industrial 1.97 35,525 100%
3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,276 100%
3495 Bankhead Highway (g) Atlanta, GA 1986 Bulk Warehouse 20.50 408,819 100%
--------- -------
SUBTOTAL OR AVERAGE 2,798,163 91%
--------- -------
CHICAGO
- - -------
7200 S. Leamington Bedford Park, IL 1950 Bulk Warehouse 12.24 310,752 100%
305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100%
700-714 Landwehr Road Northbrook, IL 1978 Light Industrial 1.99 41,835 100%
4330 South Racine Avenue Chicago, IL 1978 Bulk Warehouse 5.57 168,000 100%
13040 S. Crawford Avenue Alsip, IL 1976 Bulk Warehouse 15.12 400,076 100%
11241 Melrose Street Franklin Park, 1969 Bulk Warehouse 2.47 77,031 100%
IL
12301-12325 S. Laramie Alsip, IL 1975 Bulk Warehouse 8.83 204,586 100%
Avenue
6300 West 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%
1001 Commerce Court Buffalo Grove, 1989 Light Industrial 5.37 84,956 100%
IL
11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 97%
405 East Shawmut La Grange, IL 1965 Light Industrial 3.39 59,075 100%
2201 Lunt Elk Grove 1963 Light Industrial 7.98 212,040 100%
Village, IL
1010-50 Sesame Street Bensenville, IL (d) 1976 Bulk Warehouse 8.00 252,000 100%
5555 West 70th Place Bedford Park, IL 1973 Light Industrial 2.50 41,531 100%
3200-3250 South St. Louis Chicago, IL 1968 Light Industrial 8.66 74,685 64%
(g)
3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100%
7301 South Hamlin Chicago, IL 1975/86 Bulk Warehouse 1.49 56,017 43%
3740 West 74th Street Chicago, IL 1975/86 Light Industrial 2.14 80,400 100%
7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 201,420 97%
3900 West 74th Street Chicago, IL 1975/86 Bulk Warehouse 2.13 79,907 100%
7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 145,714 0%
410 West 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,536 100%
--------- -----
SUBTOTAL OR AVERAGE 3,485,521 94%
--------- -----
CINCINNATI
- - ----------
9900-9970 Cincinnati, OH (a) 1970 Bulk Warehouse 10.64 185,580 97%
Princeton-Glendale
2940 Highland Avenue Cincinnati, OH (a) 1969/74 Bulk Warehouse 17.08 500,500 75%
4700-4750 Creek Road Blue Ash, OH (a) 1960 Bulk Warehouse 15.32 265,000 96%
4860 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 15,986 100%
4866 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 16,000 100%
4884 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,000 60%
4890 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,018 100%
9636-9643 Interocean Drive Cincinnati, OH 1983 Light Industrial 4.13 29,371 86%
7600 Empire Drive Florence, KY 1964 Light Industrial 38.73 570,000 100%
--------- -------
SUBTOTAL OR AVERAGE 1,632,455 90%
--------- -------
Cleveland
21510-21600 Alexander Oakwood, OH 1985 Light Industrial 5.70 106,721 98%
Rd. (h)
5405 & 5505 Valley Belt Independence, OH 1983 Light Industrial 6.23 62,395 83%
Rd. (g)
10145 Philipp Parkway Streetsboro, OH 1994 Light Industrial 4.00 51,525 100%
4410 Hamann Willoughby, OH 1975 Light Industrial 1.40 32,000 100%
6675 Parkland Boulevard Solon, OH 1991 Light Industrial 10.41 102,500 0%
-------- -----
SUBTOTAL OR AVERAGE 355,141 67%
-------- -----
COLUMBUS
- - --------
6911 Americana Parkway Columbus, OH 1980 Light Industrial 4.05 56,849 89%
3800 Lockbourne Columbus, OH 1986 Bulk Warehouse 43.60 404,734 100%
Industrial Pky
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 93%
3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 22.13 705,600 100%
4300 Cemetery Road Hilliard, OH 1968 Bulk Warehouse 62.71 255,470 100%
99%
--------- -----
SUBTOTAL OR AVERAGE 1,665,653 99%
--------- -----
12
14
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ --------- ------------- ------- --- --------
DALLAS
- - ------
1275-1281 Roundtable Drive Dallas, TX 1966 Light Industrial 1.75 30,642 100%
2406-2416 Walnut Ridge Dallas, TX 1978 Light Industrial 1.76 44,000 100%
12750 Perimeter Drive Dallas, TX 1979 Light Industrial 6.72 178,200 100%
1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100%
1405-1409 Avenue II East Grand Prairie, 1969 Light Industrial 1.79 36,000 100%
TX
2651-2677 Manana Dallas, TX 1966 Bulk Warehouse 2.55 82,229 100%
2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100%
4248-4252 Simonton Farmers Ranch, 1973 Bulk Warehouse 8.18 205,693 100%
TX
900-906 Great Southwest Arlington, TX 1972 Bulk Warehouse 3.20 69,761 100%
Pkwy
2179 Shiloh Road Garland, TX 1982 Bulk Warehouse 3.63 65,700 100%
2159 Shiloh Road Garland, TX 1982 Light Industrial 1.15 20,800 100%
2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100%
12784 Perimeter Drive (h) Dallas, TX 1981 Light Industrial 4.57 95,671 86%
3000 West Commerce Dallas, TX 1980 Bulk Warehouse 11.23 128,478 100%
3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100%
5222 Cockrell Hill Dallas, TX 1973 Bulk Warehouse 4.79 96,506 100%
405-407 113th Arlington, TX 1969 Bulk Warehouse 2.75 60,000 100%
816 111th Street Arlington, TX 1972 Bulk Warehouse 2.89 65,000 100%
--------- -----
SUBTOTAL OR AVERAGE 1,570,330 99%
--------- -----
DAYTON
- - ------
6094-6104 Executive Huber Heights, 1975 Light Industrial 3.33 43,200 100%
Boulevard OH
6202-6220 Executive Huber Heights, 1996 Light Industrial 3.79 64,000 100%
Boulevard OH
6268-6294 Executive Huber Heights, 1989 Light Industrial 4.03 60,800 100%
Boulevard OH
5749-5753 Executive Huber Heights, 1975 Light Industrial 1.15 12,000 50%
Boulevard OH
2200-2224 Sandridge Road Moriane, OH 1983 Light Industrial 2.96 58,746 100%
6230-6266 Executive Huber Heights, 1979 Light Industrial 5.30 84,000 100%
--------- -----
Boulevard OH SUBTOTAL OR AVERAGE 322,746 98%
--------- -----
DENVER
- - ------
7100 North Broadway - Denver, CO 1978 Light Industrial 16.80 32,269 100%
Bldg. 1
7100 North Broadway - Denver, CO 1978 Light Industrial 16.90 32,500 98%
Bldg. 2
7100 North Broadway - Denver, CO 1978 Light Industrial 11.60 22,259 84%
Bldg. 3
7100 North Broadway - Denver, CO 1978 Light Industrial 15.00 28,789 57%
Bldg. 5
7100 North Broadway - Denver, CO 1978 Light Industrial 22.50 38,255 91%
Bldg. 6
10691 East Bethany Drive Aurora, CO 1979 Light Industrial 1.84 25,026 91%
20100 East 32nd Avenue Aurora, CO 1997 Light Industrial 4.10 51,300 90%
Parkway
15700 - 15820 West 6th Golden, CO 1978 Light Industrial 1.92 52,758 96%
Avenue
12850-15884 West 6th Golden, CO 1978 Light Industrial 1.92 31,856 100%
Avenue
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 88%
5801 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 15,500 60%
5805 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,358 93%
5815 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,765 100%
5825 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,748 100%
5835 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,490 100%
525 East 70th Street Denver, CO 1985 Light Industrial 5.18 12,000 100%
565 East 70th Street Denver, CO 1985 Light Industrial 5.18 29,990 88%
605 East 70th Street Denver, CO 1985 Light Industrial 5.18 34,000 88%
625 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 100%
665 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 100%
700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,471 100%
702 West 48th Street Denver, CO 1984 Light Industrial 5.40 130,426 22%
3370 North Peoria Street Aurora, CO 1978 Light Industrial 1.64 26,993 100%
3390 North Peoria Street Aurora, CO 1978 Light Industrial 1.46 22,699 100%
3508-3538 North Peoria Aurora, CO 1978 Light Industrial 2.61 40,653 100%
Street
3568 North Peoria Street Aurora, CO 1978 Light Industrial 2.24 34,775 85%
3350 North Peoria Street Aurora, CO 1978 Light Industrial 2.16 33,573 100%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 100%
4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100%
1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,788 100%
12401-41 East 37th Avenue Denver, CO 1980 Light Industrial 1.19 26,922 77%
3751 - 71 Revere Street Denver, CO 1980 Light Industrial 2.41 54,666 100%
3871 Revere Street Denver, CO 1980 Light Industrial 3.19 75,625 100%
5454 Havana Street Denver, CO 1980 Light Industrial 2.68 42,504 100%
5500 Havana Street Denver, CO 1980 Light Industrial 2.19 34,776 100%
4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100%
5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 100%
5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100%
5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100%
5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100%
2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100%
6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100%
875 Parfer Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100%
13
15
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ --------- ------------- ------- --- --------
DENVER (CON'T.)
- - ---------------
4721 Ironton Street Denver, CO 1969 Light Industrial 2.84 50,160 100%
833 Parfer Street Lakewood, CO 1974 Light Industrial 2.57 24,800 100%
11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100%
7100 North Broadway - 7 Denver, CO 1985 Light Industrial 2.30 24,822 97%
7100 North Broadway - 8 Denver, CO 1985 Light Industrial 2.30 9,107 100%
6804 East 48th Avenue Denver, CO 1973 Light Industrial 2.23 46,464 100%
15350 East Hinsdale Drive Denver, CO 1987 Light Industrial 3.18 20,800 100%
15353 East Hinsdale Drive Englewood, CO 1987 Light Industrial 2.28 15,600 100%
15373 East Hinsdale Drive Englewood, CO 1987 Light Industrial 0.85 6,240 100%
4611 East 46th Avenue Denver, CO 1974 Light Industrial 1.20 28,600 100%
East 47th Drive -A Denver, CO 1997 Light Industrial 3.00 51,200 100%
East 47th Drive - B Denver, CO 1997 Light Industrial 2.50 43,720 100%
Centennial Airport Denver, CO 1997 Light Industrial 3.20 59,270 100%
Business Pk.
9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100%
9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 15,441 100%
9500 W. 49th Street - C Wheatridge, CO 1997 Light Industrial 1.74 29,174 100%
9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 100%
8100 South Park Way - A Littleton, CO 1997 Light Industrial 3.33 52,160 100%
8100 South Park Way - B Littleton, CO 1984 Light Industrial 0.78 12,259 100%
8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100%
451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100%
14100 East Jewell Aurora, CO 1980 Light Industrial 3.67 58,553 100%
14190 East Jewell Aurora, CO 1980 Light Industrial 1.84 29,442 92%
608 Garrison Street Lakewood, CO 1984 Light Industrial 2.17 25,000 86%
610 Garrison Street Lakewood, CO 1984 Light Industrial 2.17 25,000 89%
1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100%
1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100%
15000 West 6th Avenue Golden, CO 1985 Light Industrial 5.25 69,583 85%
14998 West 6th Avenue E Golden, CO 1995 Light Industrial 2.29 42,832 100%
14998 West 6th Avenue F Englewood, CO 1995 Light Industrial 2.29 20,424 100%
12503 East Euclid Drive Denver, CO 1986 Light Industrial 10.90 97,871 100%
6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 60,112 59%
7800 East Iliff Avenue Denver, CO 1983 Light Industrial 3.06 22,296 96%
2369 South Trenton Way Denver, CO 1983 Light Industrial 4.80 33,267 100%
2370 South Trenton Way Denver, CO 1983 Light Industrial 3.27 22,735 100%
2422 South Trenton Way Denver, CO 1983 Light Industrial 3.94 27,413 73%
2452 South Trenton Way Denver, CO 1983 Light Industrial 6.78 47,931 100%
8122 South Park Lane - A Littleton, CO 1986 Light Industrial 5.09 46,182 95%
8122 South Park Lane - B Littleton, CO 1986 Light Industrial 2.28 20,389 100%
1600 South Abilene Aurora, CO 1986 Light Industrial 3.53 47,930 100%
1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100%
1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100%
13900 East Florida Avenue Aurora, CO 1986 Light Industrial 1.44 19,493 86%
4301 South Federal Englewood, CO 1997 Light Industrial 2.80 35,381 100%
Boulevard
14401-14492 East 33rd Aurora, CO 1979 Light Industrial 4.75 100,100 100%
Place
11701 East 53rd Avenue Denver, CO 1985 Light Industrial 4.19 81,981 100%
5401 Oswego Street Denver, CO 1985 Light Industrial 2.80 53,838 100%
2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100%
2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 100%
14818 West 6th Avenue Golden, CO 1985 Light Industrial 2.54 39,776 100%
Bldg. A
14828 West 6th Avenue Golden, CO 1985 Light Industrial 2.54 41,925 91%
Bldg. B
2075 South Valentia Denver, CO 1981 Light Industrial 2.42 22,093 86%
--------- -----
Subtotal or Average 3,651,688 94%
--------- -----
Detroit
- - -------
21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 100%
32450 N. Avis Drive Madison Heights, 1974 Light Industrial 3.23 55,820 100%
MI
32200 N. Avis Drive Madison Heights, 1973 Light Industrial 6.15 88,700 100%
MI
32440-32442 Industrial Madison Heights, 1979 Light Industrial 1.41 19,200 63%
Drive MI
32450 Industrial Drive Madison Heights, 1979 Light Industrial 0.76 10,350 100%
MI
11813 Hubbard Livonia, MI 1979 Light Industrial 1.95 33,300 100%
11844 Hubbard Livonia, MI 1979 Light Industrial 2.16 38,500 100%
11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100%
12050-12190 Hubbard Livonia, MI 1981 Light Industrial 6.10 85,086 100%
(g)
38200 Plymouth Livonia, MI 1997 Bulk Warehouse 11.43 140,365 100%
38220 Plymouth Livonia, MI 1988 Bulk Warehouse 13.14 145,232 100%
38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100%
12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100%
9300-9328 Harrison Rd. Romulus, MI 1978 Bulk Warehouse 2.53 29,280 75%
9330-9358 Harrison Rd. Romulus, MI 1978 Bulk Warehouse 2.53 29,280 63%
28420-28448 Highland Rd Romulus, MI 1979 Bulk Warehouse 2.53 29,280 100%
28450-28478 Highland Rd Romulus, MI 1979 Bulk Warehouse 2.53 29,340 100%
28421-28449 Highland Rd Romulus, MI 1980 Bulk Warehouse 2.53 29,280 88%
28451-28479 Highland Rd Romulus, MI 1980 Bulk Warehouse 2.53 29,280 100%
28825-28909 Highland Rd Romulus, MI 1981 Bulk Warehouse 2.53 29,284 100%
14
16
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBERANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------- --------- ------------- ------- --- --------
DETROIT (CON'T.)
- - ----------------
28933-29017 Highland Rd Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
28824-28908 Highland Rd Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
28932-29016 Highland Rd Romulus, MI 1982 Bulk Warehouse 2.53 29,280 100%
9710-9734 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.22 25,925 100%
9740-9772 Harrison Road Romulus, MI 1987 Bulk Warehouse 2.53 29,414 50%
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 29,287 100%
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 29,282 100%
29200-29214 Airport Drive Romulus, MI 1985 Bulk Warehouse 2.53 29,280 100%
9301-9339 Middlebelt Road Romulus, MI 1983 Light Industrial 1.29 15,170 100%
21405 Trolley Industrial Taylor, MI 1971 Bulk Warehouse 11.25 179,400 99%
Road
26980 Trolley Industrial Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100%
Drive
---------- -------
Subtotal or Average 1,806,160 97%
---------- -------
HOUSTON
- - -------
2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 100%
4545 Eastpark Drive Houston, TX 1972 Bulk Warehouse 3.80 81,295 100%
3351 Ranch Street Houston, TX 1970 Bulk Warehouse 4.04 82,500 100%
3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100%
3337-3347 Ranch Street Houston, TX 1970 Bulk Warehouse 2.29 60,085 100%
8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100%
4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 90%
3365-3385 Ranch Street Houston, TX 1970 Bulk Warehouse 3.31 82,140 100%
5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 100%
4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.80 113,400 100%
10600 Hampstead Houston, TX 1974 Light Industrial 1.26 19,063 100%
2300 Fairway Park Drive Houston, TX 1974 Light Industrial 1.25 19,008 100%
7969 Blakenship Houston, TX 1972 Light Industrial 2.27 48,140 100%
8001 Kempwood Houston, TX 1972 Light Industrial 1.45 33,034 100%
7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100%
2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 100%
6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 100%
1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100%
1819 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 2.85 65,494 100%
4545 Mossford Drive Houston, TX 1975 Bulk Warehouse 3.56 66,565 100%
1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100%
7000 Empire Drive Houston, TX (f) 1980 Light Industrial 6.25 94,781 94%
9777 West Gulfbank Drive Houston, TX (f) 1980 Light Industrial 15.45 252,038 96%
--------- -----
Subtotal or Average 2,474,020 99%
--------- -----
INDIANAPOLIS
- - ------------
1445 Brookville Way Indianapolis, IN (a) 1989 Light Industrial 8.79 115,200 100%
1440 Brookville Way Indianapolis, IN (a) 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN (a) 1990 Bulk Warehouse 3.50 63,000 100%
1220 Brookville Way Indianapolis, IN (a) 1990 Light Industrial 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (b) 1992 Light Industrial 5.50 132,000 100%
1350 Brookville Way Indianapolis, IN (a) 1994 Bulk Warehouse 2.87 38,460 100%
1315 Sadlier Circle East Indianapolis, IN (b) 1970/1992 Light Industrial 1.33 14,000 100%
Drive
1341 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 2.03 32,400 100%
Drive
1322-1438 Sadlier Circle Indianapolis, IN (b) 1971/1992 Light Industrial 3.79 36,000 100%
East Dr
1327-1441 Sadlier Circle Indianapolis, IN (b) 1992 Light Industrial 5.50 54,000 100%
West Dr
1304 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 2.42 17,600 100%
Drive
1402 Sadlier Circle East Indianapolis, IN (b) 1970/1992 Light Industrial 4.13 40,800 100%
Drive
1504 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 4.14 54,000 100%
Drive
1311 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 1.78 13,200 100%
Drive
1365 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 2.16 30,000 100%
Drive
1352-1354 Sadlier Circle Indianapolis, IN (b) 1970/1992 Light Industrial 3.50 44,000 55%
E. Drive
1335 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 1.20 20,000 100%
Drive
1327 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 1.20 12,800 100%
Drive
1425 Sadlier Circle East Indianapolis, IN (b) 1971/1992 Light Industrial 2.49 5,000 100%
Drive
1230 Brookville Way Indianapolis, IN (a) 1995 Light Industrial 1.96 15,000 100%
6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100%
6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100%
6737 East 30th Street Indianapolis, IN 1995 Bulk Warehouse 11.01 87,500 100%
1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100%
6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 37.00 331,826 78%
2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 100%
8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 100%
8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 83%
8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 100%
3316-3346 North Pagosa Indianapolis, IN 1977 Light Industrial 5.10 81,000 100%
Court
15
17
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ --------- ------------- ------- --- --------
INDIANAPOLIS (CON'T.)
- - ---------------------
3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100%
4430 Airport Expressway Indianapolis, IN 1970 Bulk Warehouse 32.00 486,394 100%
6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 92%
--------- -----
Subtotal or Average 2,347,360 95%
--------- -----
Long Island
- - -----------
1140 Motor Parkway Huppauge, NY 1978 Bulk Warehouse 8.00 153,500 100%
10 Edison Street Amityville, NY 1971 Light Industrial 1.40 34,400 100%
120 Secatogue Avenue Farmingdale, NY 1957 Bulk Warehouse 2.60 63,571 66%
100 Lauman Lane Hicksville, NY 1968 Bulk Warehouse 1.90 36,700 74%
200 Finn Court Farmingdale, NY 1965 Bulk Warehouse 5.00 105,000 100%
243 Dixon Avenue Amityville, NY 1978 Light Industrial 1.30 22,250 100%
717 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 12.30 150,000 100%
725 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 8.00 122,160 82%
270 Duffy Avenue Hicksville, NY 1956 Light Industrial 8.40 134,382 97%
280 Duffy Avenue Hicksville, NY 1956 Light Industrial 2.60 49,200 100%
575 Underhill Boulevard Syosset, NY 1967 Light Industrial 16.60 233,424 97%
5 Sidney Court Lindenhurst, NY 1962 Light Industrial 1.70 29,300 100%
7 Sidney Court Lindenhurst, NY 1964 Light Industrial 5.10 34,000 100%
450 Commack Road Deer Park, NY 1964 Light Industrial 5.10 60,005 96%
99 Layfayette Drive Syosset, NY 1964 Bulk Warehouse 10.90 221,454 99%
65 East Bethpage Road Plainview, NY 1960 Light Industrial 1.40 27,276 93%
171 Milbar Boulevard Farmingdale, NY 1961 Light Industrial 2.30 62,600 99%
95 Horseblock Road Yaphank, NY 1971 Light Industrial 20.00 180,906 79%
151-171 East 2nd Street Huntington, NY 1968 Light Industrial 2.70 42,725 100%
171-175 East 2nd Street Huntington, NY 1969 Light Industrial 2.60 42,374 100%
35 Bloomingdale Road Hicksville, NY 1962 Light Industrial 1.40 32,850 100%
15-39 Tec Street Hicksville, NY 1965 Light Industrial 1.10 17,350 100%
100 Tec Street Hicksville, NY 1965 Light Industrial 1.20 25,000 100%
51-89 Tec Street Hicksville, NY 1965 Light Industrial 1.20 21,850 85%
502 Old Country Road Hicksville, NY 1965 Light Industrial 0.50 10,000 100%
80-98 Tec Street Hicksville, NY 1965 Light Industrial 0.75 13,050 100%
201-233 Park Avenue Hicksville, NY 1962 Light Industrial 1.70 36,917 100%
6851 Jericho Turnpike Syosset, NY 1969 Light Industrial 11.80 134,991 91%
One Fairchild Court Plainview, NY 1959 Light Industrial 5.75 57,420 93%
79 Express Street Plainview, NY 1972 Light Industrial 4.70 72,146 79%
92 Central Avenue Farmingdale, NY 1961 Bulk Warehouse 4.70 72,000 92%
160 Engineer Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100%
260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,900 100%
87-119 Engineers Drive (g) Hicksville, NY 1966 Light Industrial 1.70 36,800 100%
950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,146 90%
290 Duffy Avenue Hicksville, NY (c) 1974 Light Industrial 3.00 55,050 100%
185 Price Parkway Farmingdale, NY 1969 Light Industrial 6.40 100,000 100%
62 Alpha Plaza Hicksville, NY 1968 Light Industrial 2.64 34,600 100%
90 Alpha Plaza Hicksville, NY 1969 Light Industrial 1.36 34,035 78%
325 Duffy Avenue Hicksville, NY 1970 Light Industrial 6.64 100,000 100%
939 Motor Parkway Hauppauge, NY 1977 Light Industrial 1.50 21,900 0%
2070 5th Avenue Ronkonkoma, NY 1975 Light Industrial 3.66 50,296 100%
200 13th Avenue Ronkonkoma, NY 1979 Light Industrial 4.70 72,089 100%
100 13th Avenue Ronkonkoma, NY 1979 Light Industrial 4.14 62,898 100%
1 Comac Loop Ronkonkoma, NY 1980 Light Industrial 5.18 63,765 73%
80 13th Avenue Ronkonkoma, NY 1983 Light Industrial 6.22 87,102 87%
90 13th Avenue Ronkonkoma, NY 1982 Light Industrial 6.95 105,519 100%
33 Comac Loop Ronkonkoma, NY 1983 Light Industrial 5.37 71,904 92%
101-125 Comac Street Ronkonkoma, NY 1985 Light Industrial 8.42 99,467 95%
--------- -----
Subtotal or Average 3,431,772 94%
--------- -----
Milwaukee
- - ---------
6523 North Sidney Place Glendale, WI 1978 Light Industrial 4.00 43,440 83%
8800 West Bradley Milwaukee, WI 1982 Light Industrial 8.00 78,000 100%
1435 North 113th Street Wauwatosa, WI 1993 Light Industrial 4.69 51,950 100%
11217-43 West Becher West Allis, WI 1979 Light Industrial 1.74 29,099 100%
Street
2152 South 114th Street West Allis, WI 1980 Light Industrial 3.30 63,680 100%
4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,150 100%
12221 West Feerick Street Wauwatosa, WI 1971 Light Industrial 1.90 39,800 100%
--------- ------
Subtotal or Average 331,119 98%
--------- ------
Minneapolis/St. Paul
- - --------------------
10120 West 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 57,798 100%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,820 100%
7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,125 97%
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%
16
18
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ ---------- ------------- ------- --- --------
MINNEAPOLIS/ST. PAUL (CON'T.)
- - -----------------------------
6701 Parkway Circle Brooklyn Center, MN 1987 Light Industrial 4.44 75,000 100%
6601 Shingle Creek Brooklyn Center, 1985 Light Industrial 4.59 68,899 99%
MN
9401 73rd Avenue North Brooklyn Park, MN 1995 Light Industrial 4.46 59,782 100%
1905 West Country Road C Roseville, MN 1993 Light Industrial 4.60 47,735 100%
2720 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 64%
11300 Hampshire Avenue Bloomington, MN 1983 Bulk Warehouse 9.94 125,950 54%
South
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 99%
7100-7198 Shady Oak Road Eden Prairie, MN 1982 Bulk Warehouse 14.44 187,777 100%
(h)
1565 First Avenue NW New Brighton, MN 1978 Light Industrial 8.87 112,082 100%
7125 Northland Terrace Brooklyn Park, MN 1996 Light Industrial 5.89 79,675 82%
6900 Shady Oak Road Eden Prairie, MN 1980 Light Industrial 4.60 49,190 100%
7550-7588 Washington Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100%
Square
7500-7546 Washington Eden Prairie, MN 1975 Light Industrial 5.40 44,600 100%
Square
5240-5300 Valley Shakopee, MN 1973 Light Industrial 9.06 80,000 88%
Industrial Blvd
6477-6525 City West Parkway Eden Prairie, MN 1984 Light Industrial 7.00 89,456 64%
--------- ------
Subtotal or Average 1,898,998 92%
--------- ------
Nashville
- - ---------
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%
1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 100%
1821 Air Lane Drive Nashville, TN 1984 Light Industrial 2.54 25,300 100%
1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 82%
1920 Air Lane Drive Nashville, TN 1985 Light Industrial 3.19 49,912 81%
1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 95%
470 Metroplex Drive (g) Nashville, TN 1986 Light Industrial 8.11 102,052 99%
1150 Antiock Pike Nashville, TN 1987 Light Industrial 9.83 146,055 100%
5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 100%
---------- -----
Subtotal or Average 1,018,929 98%
---------- -----
New Jersey
- - ----------
116 Lehigh Drive Fairfield, NJ 1986 Bulk Warehouse 5.00 106,184 100%
60 Ethel Road West Piscataway, NJ 1982 Light Industrial 3.93 42,802 100%
70 Ethel Road West Piscataway, NJ 1979 Light Industrial 3.78 61,500 100%
105 Neptune Boulevard Neptune, NJ 1989 Light Industrial 10.00 20,440 80%
140 Hanover Avenue Hanover, NJ 1964/1988 Light Industrial 2.95 25,261 72%
601-629 Montrose Avenue South 1974 Light Industrial 5.83 75,000 93%
Plainfield, NJ
3 Marlen Hamilton, NJ 1981 Light Industrial 1.11 13,174 100%
5 Marlen Hamilton, NJ 1981 Light Industrial 1.56 21,000 100%
7 Marlen Hamilton, NJ 1982 Light Industrial 2.05 28,400 100%
8 Marlen Hamilton, NJ 1982 Light Industrial 4.36 60,001 100%
15 Marlen Hamilton, NJ 1982 Light Industrial 1.19 13,562 100%
17 Marlen Hamilton, NJ 1981 Light Industrial 1.32 20,030 100%
1 South Gold Drive Hamilton, NJ 1973 Light Industrial 1.50 20,009 95%
2 South Gold Drive Hamilton, NJ 1974 Light Industrial 1.15 33,928 62%
5 South Gold Drive Hamilton, NJ 1974 Light Industrial 1.97 24,000 100%
6 South Gold Drive Hamilton, NJ 1975 Light Industrial 1.00 13,580 100%
7 South Gold Drive Hamilton, NJ 1976 Light Industrial 1.00 10,218 100%
8 South Gold Drive Hamilton, NJ 1977 Light Industrial 1.14 16,907 100%
9 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.00 13,566 100%
11 South Gold Drive Hamilton, NJ 1979 Light Industrial 1.97 33,114 100%
12 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.29 20,240 100%
9 Princess Road Lawrenceville, NJ 1985 Light Industrial 2.36 24,375 100%
11 Princess Road Lawrenceville, NJ 1985 Light Industrial 5.33 55,000 82%
15 Princess Road Lawrenceville, NJ 1986 Light Industrial 2.00 20,625 100%
17 Princess Road Lawrenceville, NJ 1986 Light Industrial 1.82 18,750 100%
220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100%
244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,000 100%
30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,345 100%
15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100%
20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100%
25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,755 100%
130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100%
150 Algonquin Parkway Hanover, NJ 1973 Light Industrial 2.47 17,531 100%
55 Locust Avenue Roseland, NJ 1980 Bulk Warehouse 13.63 79,750 100%
31 West Forest Street (g) Englewood, NJ 1978 Light Industrial 6.00 110,000 100%
25 World's Fair Drive Franklin, NJ 1986 Light Industrial 1.81 20,000 100%
14 World's Fair Drive Franklin, NJ 1980 Light Industrial 4.53 60,000 100%
16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100%
17
19
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ ---------- ------------- ------- --- --------
New Jersey (con't.)
- - ---------------------
18 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.12 12,809 100%
23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 15,540 100%
12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 100%
1 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.85 53,372 100%
2 World's Faire Drive Franklin, NJ 1982 Light Industrial 2.06 59,310 75%
49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,487 0%
50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100%
22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 90%
26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100%
24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 100%
12 Wright Way Oakland, NJ 1981 Light Industrial 6.52 52,402 100%
--------- -----
Subtotal or Average 1,911,772 95%
--------- -----
New Orleans
- - -----------
520-524 Elmwood Park Jefferson, LA 1986 Light Industrial 5.32 102,209 81%
Blvd. (g)
125 Mallard St. St. Rose, LA (e) 1984 Light Industrial 1.38 23,436 33%
107 Mallard St. Rose, LA (e) 1985 Light Industrial 1.48 23,436 94%
125 James Drive West St. Rose, LA (e) 1990 Light Industrial 3.30 38,692 100%
161 James Drive West St. Rose, LA 1986 Light Industrial 2.80 47,474 93%
150 James Drive East St. Rose, LA 1986 Light Industrial 3.60 49,275 100%
115 James Drive West St. Rose, LA (e) 1986 Light Industrial 2.07 21,408 100%
100 James Drive St. Rose, LA (e) 1980 Light Industrial 6.66 48,000 100%
143 Mallard St. St. Rose, LA (e) 1982 Light Industrial 1.48 23,436 100%
160 James Drive East St. Rose, LA (e) 1981 Light Industrial 3.66 25,772 23%
190 James Drive East St. Rose, LA (e) 1987 Light Industrial 4.47 36,357 100%
120 Mallard St. St. Rose, LA (e) 1981 Light Industrial 3.41 53,440 100%
110 James Drive West St. Rose, LA (e) 1983 Light Industrial 1.57 24,018 96%
150 Canvasback Drive St. Rose, LA 1986 Light Industrial 2.80 40,500 100%
--------- ------
Subtotal or Average 557,453 89%
--------- -----
Phoenix
- - -------
7340 South Kyrene Road Tempe, AZ 1996 Light Industrial 7.20 63,720 100%
7350 S. Kyrene Road Tempe, AZ 1996 Light Industrial 5.36 99,384 100%
7360 South Kyrene Road Tempe, AZ 1996 Light Industrial 5.42 99,384 100%
7343 South Hardy Drive Tempe, AZ 1997 Light Industrial 7.84 174,854 100%
7333 South Hardy Drive Tempe, AZ 1997 Light Industrial 7.90 98,052 100%
--------- ------
Subtotal or Average 535,394 100%
--------- -----
Salt Lake
- - ---------
2255 South 300 West (i) Salt Lake City, UT 1980 Light Industrial 4.56 102,942 100%
512 Lawndale Drive (j) Salt Lake City, UT 1981 Light Industrial 35.00 395,291 85%
--------- -----
Subtotal or Average 498,233 88%
--------- -----
St. Louis
- - ---------
2337 Centerline Drive Maryland Heights, MO 1967 Bulk Warehouse 3.46 75,600 100%
6951 North Hanley Road (g) Hazelwood, MO 1965 Bulk Warehouse 9.50 122,813 33%
4560 Anglum Road Hazelwood, MO 1970 Light Industrial 2.60 35,114 98%
2760 South 1st Street St. Louis, MO 1997 Bulk Warehouse 11.00 178,800 100%
--------- -----
Subtotal or Average 412,327 80%
-------- -----
Tampa
- - -----
6614 Adamo Drive Tampa, FL 1967 Bulk Warehouse 2.78 41,377 100%
202 Kelsey Tampa, FL 1989 Bulk Warehouse 6.30 112,000 100%
6202 Benjamin Road Tampa, FL 1981 Light Industrial 2.04 29,845 100%
6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 72%
6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 100%
6302 Benjamin Road Tampa, FL 1983 Light Industrial 2.03 29,747 100%
6304 Benjamin Road Tampa, FL 1984 Light Industrial 2.04 29,845 100%
6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 99%
6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 80%
5313 Johns Road Tampa, FL 1991 Light Industrial 1.36 25,690 100%
5602 Thompson Center Court Tampa, FL 1972 Light Industrial 1.39 14,914 100%
5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 100%
5525 Johns Road Tampa, FL 1993 Light Industrial 1.46 24,139 100%
5607 Johns Road Tampa, FL 1991 Light Industrial 1.34 13,500 50%
5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100%
5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 100%
4410 East Adamo Drive Tampa, FL 1990 Light Industrial 5.60 101,744 100%
4420 East Adamo Drive Tampa, FL 1990 Light Industrial 1.40 26,650 100%
4430 East Adamo Drive Tampa, FL 1987 Light Industrial 3.75 64,551 79%
4440 East Adamo Drive Tampa, FL 1988 Light Industrial 3.75 64,800 100%
4450 East Adamo Drive Tampa, FL 1969 Light Industrial 4.00 46,462 48%
5453 West Waters Avenue Tampa, FL 1987 Light Industrial 0.66 7,200 63%
5455 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100%
5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100%
5501 West Waters Avenue Tampa, FL 1990 Light Industrial 1.53 15,870 100%
5503 West Waters Avenue Tampa, FL 1990 Light Industrial 0.68 7,060 100%
5555 West Waters Avenue Tampa, FL 1990 Light Industrial 2.31 23,947 100%
5557 West Waters Avenue Tampa, FL 1990 Light Industrial 0.57 5,860 100%
20
LOCATION YEAR BUILT LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES -RENOVATED BUILDING TYPE (ACRES) GLA 12/31/97
---------------- ---------- ------------ ---------- ------------- ------- --- --------
Tampa (con't)
- - -----
5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100%
4107 North Himes Avenue Tampa, FL 1990 Light Industrial 1.86 26,630 92%
--------- -----
Subtotal or Average 1,073,218 93%
--------- -----
Other
- - -----
931 Discovery Road Green Bay, WI 1997 Light Industrial 4.22 25,254 100%
11200 Industriplex Baton Rouge, LA 1986 Light Industrial 3.00 42,355 100%
Boulevard
11441 Industriplex Baton Rouge, LA 1987 Light Industrial 2.40 35,596 77%
Boulevard
11301 Industriplex Baton Rouge, LA 1985 Light Industrial 2.50 38,396 100%
Boulevard
6565 Exchequer Drive Baton Rouge, LA 1986 Bulk Warehouse 5.30 108,800 100%
2675 Valley View Drive Shreveport, LA 1997 Bulk Warehouse 12.00 250,000 100%
300 10th Street NW Clarion, IA 1997 Bulk Warehouse 8.63 126,900 100%
9580 Interport Drive Shreveport, LA 1989 Bulk Warehouse 3.00 50,000 100%
--------- -----
Subtotal or Average 677,301 99%
--------- -----
TOTAL 34,455,753 94%
========== =====
(a) These properties collateralize the CIGNA Loan (hereinafter defined).
(b) These properties collateralize the Assumed Loans (hereinafter defined).
(c) This property collateralizes the LB Mortgage Loan II (hereinafter
defined).
(d) This property collateralizes the Acquisition Mortgage Loan I
(hereinafter defined).
(e) These properties collateralize the Acquisition Mortgage Loan II
(hereinafter defined).
(f) These properties collateralize the Acquisition Mortgage Loan III
(hereinafter defined).
(g) Comprised of two properties.
(h) Comprised of three properties.
(i) Comprised of seven properties.
(j) Comprised of 29 properties.
19
21
TENANT AND LEASE INFORMATION
The Operating Partnership has a diverse base of approximately 2,000
tenants engaged in a wide variety of businesses including manufacturing, retail,
wholesale trade, distribution and professional services. Most leases have an
initial term of between three and five years and provide for periodic rental
increases that are either fixed or based on changes in the Consumer Price
Index. Industrial tenants typically have net or semi-net leases and pay as
additional rent their percentage of the property's operating costs, including
the costs of common area maintenance, property taxes and insurance. As of
December 31, 1997, approximately 94% of the GLA of the Operating Partnership's
properties was leased, and no single tenant or group of related tenants
accounted for more than 2.4% of the Operating Partnership's rent revenues, nor
did any single tenant or group of related tenants occupy more than 2.0%, of
the Operating Partnership's total GLA as of December 31, 1997.
The following table shows scheduled lease expirations for all leases for
the Operating Partnership's properties as of December 31, 1997.
Annual Base Rent
Number of Percentage of Under Expiring Percentage of Total
Year of Leases GLA GLA Leases Annual Base Rent
Expiration (1) Expiring Expiring (2) Expiring (In thousands) Expiring (2)
-------------- -------- ------------ -------- -------------- ------------
1998 560 6,349,533 19.6% $ 28,537 20.0%
1999 444 7,069,000 21.8% 30,637 21.5%
2000 406 5,110,544 15.7% 22,642 15.8%
2001 229 3,967,218 12.2% 18,080 12.7%
2002 201 3,494,242 10.8% 16,321 11.5%
2003 55 1,094,200 3.4% 5,517 3.9%
2004 31 1,633,262 5.0% 6,009 4.2%
2005 17 615,226 1.9% 3,501 2.5%
2006 13 698,114 2.1% 2,652 1.9%
2007 12 1,108,237 3.4% 3,979 2.8%
Thereafter 14 1,340,351 4.1% 4,526 3.2%
============ =============== ================ ==================== =====================
Total 1,982 32,479,927 100.0% $ 142,401 100.0%
============ =============== ================ ==================== =====================
- - --------------
(1) Lease expirations as of December 31, 1997 assuming tenants do not
exercise existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 1,975,826 aggregate square feet.
The Other Real Estate Partnerships have a diverse base of more than 500
tenants engaged in a wide variety of businesses including manufacturing,
retail, wholesale trade, distribution and professional services. Most leases
have an initial term of between three and five years and provide for periodic
rental increases that are either fixed or based on changes in the Consumer
Price Index. Industrial tenants typically have net or semi-net leases and pay
as additional rent their percentage of the property's operating costs,
including the costs of common area maintenance, property taxes and insurance.
As of December 31, 1997, approximately 98% of the GLA of the Other Real Estate
Partnerships' properties was leased, and no single tenant or group of related
tenants accounted for more than 2.8% of the Other Real Estate Partnerships'
rent revenues, nor did any single tenant or group of related tenants occupy
more than 3.5%, of the Other Real Estate Partnerships' total GLA as of
December 31, 1997.
20
22
The following table shows scheduled lease expirations for all leases for
the Other Real Estate Partnerships' properties as of December 31, 1997.
ANNUAL BASE RENT
NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL
YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT
EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2)
-------------- ------------ --------------- ---------------- -------------------- ---------------------
1998 211 4,118,502 19.1% $ 17,931 19.7%
1999 139 3,235,946 15.0% 14,334 15.8%
2000 127 3,999,504 18.5% 17,406 19.2%
2001 66 3,358,465 15.5% 12,399 13.7%
2002 52 2,251,027 10.4% 8,860 9.7%
2003 23 1,742,797 8.1% 6,848 7.5%
2004 10 768,707 3.5% 3,147 3.5%
2005 9 924,187 4.3% 3,916 4.3%
2006 6 8,980 0.0% 933 1.0%
2007 7 514,981 2.4% 1,309 1.4%
Thereafter 3 683,210 3.2% 3,846 4.2%
============ =============== ================ ==================== =====================
Total 653 21,606,306 100.0% $ 90,929 100.0%
============ =============== ================ ==================== =====================
- - --------------
(1) Lease expirations as of December 31, 1997 assuming tenants do not
exercise existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 505,647 aggregate square feet.
MORTGAGE LOANS
On March 20, 1996, the Operating Partnership and the Indianapolis
Partnership entered into a $36.8 million mortgage loan (the "CIGNA Loan") that
is collateralized by first mortgage liens on seven properties in Indianapolis,
Indiana and three properties in Cincinnati, Ohio. The CIGNA Loan matures on
April 1, 2003. The CIGNA Loan may be prepaid only after April 30, 1999 in
exchange for the greater of a 1% prepayment fee or a yield maintenance premium.
On March 20, 1996, the Operating Partnership assumed a $6.4 million
mortgage loan and a $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 mature on
January 1, 2013. The Assumed Loans may be prepaid only after December 22, 1999
in exchange for the greater of a 1% prepayment fee or a yield maintenance
premium.
On January 31, 1997, the Operating Partnership assumed a mortgage loan
in the amount of $.7 million (the "LB Mortgage Loan II"), which is
collateralized by a property located in Long Island, New York. The LB Mortgage
Loan II matures 180 days after the completion of a contingent event relating to
the environmental status of the property collaterizing the loan.
On October 23, 1997, the Operating Partnership assumed a $4.2 million
mortgage loan (the "Acquisition Mortgage Loan I") which is collateralized by a
property in Bensenville, Illinois. The Acquisition Mortgage Loan I matures on
August 1, 2008. The Acquisition Mortgage Loan I may be prepaid after July 15,
1998 in exchange for a prepayment fee.
On December 9, 1997, the Operating Partnership assumed an $8.0 million
mortgage loan (the "Acquisition Mortgage Loan II") that is collateralized by ten
properties in St. Charles, Louisiana. The Acquisition Mortgage Loan II matures
on April 1, 2006. The Acquisition Mortgage Loan II may be prepaid only after
April 9, 1999 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
On December 23, 1997, the Operating Partnership assumed a $3.6 million
mortgage loan (the "Acquisition Mortgage Loan III") that is collateralized by
two properties in Houston, Texas. The Acquisition Mortgage Loan III matures on
June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only after June
30, 1998 in exchange for the greater of a 2% prepayment fee or a yield
maintenance premium.
21
23
PROPERTY MANAGEMENT
At December 31, 1997, the Operating Partnership employees managed 514
of the Operating Partnership's 522 properties and eight properties were managed
at the local level by parties other than the Operating Partnership, with
oversight by the Operating Partnership's Senior Regional Directors. In each of
these cases, the Operating Partnership 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 Operating Partnership is involved in legal proceedings arising in
the ordinary course of business. All such proceedings, taken together, are not
expected to have a material impact on the Operating Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Units and the
Preferred Units. As of March 26, 1998, there were 231 holders of record of
Units and one holder of record (the Company) of Preferred Units.
Beginning with the third quarter of 1994, the Operating Partnership
has made consecutive quarterly distributions to its partners with respect to
Units since the initial public offering of the Company in June 1994. The
Operating Partnership has made consecutive quarterly distributions to the
Company with respect to Preferred Units since the issuance of each such
Preferred Units. The current indicated annual distribution rate with respect to
Units is $2.12 per Unit ($.53 per Unit per quarter). The annual distribution
rate with respect to Preferred Units is $218.75000 per Series B Unit ($54.68750
per Series B Unit per quarter), $215.62400 per Series C Unit ($53.90600 per
Series C Unit per quarter), $198.75000 per Series D Unit ($49.68750 per Series
D Unit per quarter) and $197.50000 per Series E Unit ($49.37500 per Series E
Unit per quarter). The Operating Partnership's ability to make distributions
depends on a number of factors, including its net cash provided by operating
activities, capital commitments and debt repayment schedules. Holders of Units
are entitled to receive distributions when, as and if declared by the Board of
Directors of the Company, its general partner, after the priority distributions
required under the Operating Partnership's partnership agreement have been
made with respect to Preferred Units, out of any funds legally available for
that purpose.
The following table sets forth the distributions per Unit paid by the
OP during the periods noted:
Calendar Period Distribution
1998:
First Quarter...................... $.5300
1997:
First Quarter...................... $.5300
Second Quarter..................... $.5050
Third Quarter...................... $.5050
Fourth Quarter..................... $.5050
1996:
First Quarter...................... $.5050
Second Quarter..................... $.4875
Third Quarter...................... $.4875
Fourth Quarter..................... $.4875
In 1995, the Operating Partnership issued no Units. In 1996, the
Operating Partnership issued an aggregate of 1,038,712 Units having an
aggregate value of $23.9 million in exchange for property. In 1997, the
Operating Partnership issued an aggregate of 3,634,148 Units having a
aggregate value of $115.2 million in exchange for property. As of March 26,
1998, the Operating Partnership has issued in 1998 an aggregate of 54,347 Units
having an aggregate value of $1.9 million in exchange for property.
All of the above Units were issued in private placements in reliance
on Section 4(2) of the Securities Act of 1933, as amended, including Regulation
D Promulgated thereunder, to individuals or entities holding real property or
interests therein. No underwriters were used in connection with such issuances.
Subject to lock-up periods and certain adjustments, Units are generally
convertible into common stock, par value $.01, of the Company on a one-for-one
basis.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial and operating data for the
Operating Partnership on a historical 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 historical statements of operations for the years ended
December 31, 1997, 1996 and 1995 and the six months ended December 31, 1994
include the results of operations of the Operating Partnership as derived from
the Operating Partnership's audited financial statements. The historical balance
sheet data and other data as of December 31, 1997, 1996, 1995 and 1994 include
the balances of the Operating Partnership as derived from the Operating
Partnership's audited financial Statements. The historical balance sheet data as
of June 30, 1994 and December 31, 1993 and the combined statements of operations
for the six months ended June 30, 1994 and the year ended December 31, 1993 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 and December 31, 1993 include all adjustments
necessary to present fairly the information set forth therein.
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==========================================================================================================================
CONTRIBUTING BUSINESSES
THE OPERATING PARTNERSHIP (COMBINED)
----------------------------------------------------- -------------------------
SIX
YEAR YEAR YEAR SIX MONTHS MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 6/30/94 12/31/93
----------- ---------- ---------- ------------ ----------- --------
(In thousands, except per unit, ratio and property data)
Statements of Operations Data:
Total Revenues ............. $ 98,566 $ 37,587 $ 27,442 $ 9,604 $ 22,816 $ 33,237
Property Expenses ........... 29,183 9,935 7,478 2,120 6,036 8,832
General & Administrative
Expense .................... 5,820 4,014 3,792 1,047 795 1,416
Interest Expense............. 25,099 4,685 6,581 807 11,773 18,187
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Cost .. 369 196 222 187 858 997
Depreciation & Other
Amortization ............. 15,873 6,310 5,087 1,916 4,744 7,105
Management and Construction
Income (Loss), Net ....... -- -- -- -- (81) (99)
Disposition of Interest Rate
Protection Agreements .... 4,038 -- -- -- -- --
Gain on Sales of Properties.. 728 4,344 -- -- -- --
Equity in Income of Other
Real Estate Partnerships.. 31,297 20,130 7,841 6,767 -- --
------------- ----------- ------------ ------------ ----------- -----------
Income (Loss) Before
Extraordinary Items ...... 58,285 36,921 12,123 10,294 (1,471) (3,399)
Extraordinary Loss (a) ...... (4,666) (2,273) -- -- (1,449) --
------------- ----------- ------------ ------------ ----------- -----------
Net Income (Loss)............ 53,619 34,648 12,123 10,294 $ (2,920) $ (3,339)
Preferred Unit Distributions. (7,936) -- -- -- =========== ===========
------------- ----------- ------------ ------------
Net Income Available to
Unitholders............... $ 45,683 $ 34,648 $ 12,123 $ 10,294
============= =========== ============ ============
Net Income Available to
Unitholders Before
Extraordinary Loss
Per Unit (Basic).......... $ 1.41 $ 1.38 $ .59 $ .50
============= =========== ============ ============
Net Income Available to
Unitholders Before
Extraordinary Loss
Per Unit (Diluted)........ $ 1.40 $ 1.38 $ .59 $ .50
============= =========== ============ ============
Net Income Available
to Unitholders
Per Unit (Basic).......... $ 1.28 $ 1.29 $ .59 $ .50
============= =========== ============ ============
Net Income Available
to Unitholders
Per Unit (Diluted)........ $ 1.27 $ 1.29 $ .59 $ .50
============= =========== ============ ============
Distributions Per Unit....... $ 2.045 $ 1.9675 $ 1.905 $ .945
============= =========== ============ ============
Weighted Average Number of
Units Outstanding (Basic).. 35,682 26,763 20,419 20,419
============= ============ ============ ============
Weighted Avenge Number of
Units Outstanding (Diluted). 35,987 26,849 20,419 20,419
============= ============ ============ ============
Balance Sheet Data (end of
period):
Net Investment in Real Estate.. $ 1,178,741 $ 345,648 $ 91,540 $ 159,056 $ 556,902 $ 171,162
Investment in Other Real
Estate Partnerships........ 643,621 258,411 241,918 208,274 --- ---
Total Assets.................. 1,870,183 622,122 356,060 375,220 616,767 189,789
Mortgage Loans, Acquisition
Facilities Payable, Senior
Unsecured Debt,
Construction
Loans and Promissory Notes
Payable.................... 839,592 59,897 53,108 48,700 305,000 179,568
Mortgage Loans
(affiliated)................. --- --- --- --- --- 7,624
Total Liabilities............. 904,006 86,890 69,291 61,676 323,703 227,553
Partners' Capital/ (Net
Deficit).................... 966,177 535,232 286,769 313,544 269,326 (37,764)
Other Data:
Cash Flows From Operating
$ 30,760 $ 18,871 $ 4,182 $ (10,299) $ 4,911 $ 8,700
Activities....................
Cash Flows From Investing
Activities (1,052,705) (202,673) (40,906) (61,352) (374,757) (17,124)
Cash Flows From Financing
Activities................... 1,022,645 181,604 43,182 66,232 374,152 9,093
Ratio of Earnings to Fixed
Charges and Preferred
Unit Distributions 2.29 x 6.96 x 2.68 x 1.65 x --- (c) --- (c)
(b)...........................
Total Properties
(d)........................... 522 137 30 50 226 124
Total GLA in sq. ft 34,455,753 12,650,986 3,488,921 4,857,281 17,393,813 6,376,349
(d)........................
Occupancy %
(d)............................ 94% 97% 97% 97% 97% 94%
==============================================================================================================================
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(a) Upon consummation of the Initial Offering in June 1994, certain
Contributing Businesses' loans were repaid and the related unamortized
deferred financing fees totaling $1.5 million were written off. In 1996,
the Operating Partnership terminated certain revolving credit facilities.
The Operating Partnership recorded an extraordinary loss of $2.3 million
which is comprised of the write-off of unamortized deferred financing
fees, legal costs and other expenses. In 1997, the Operating Partnership
terminated an unsecured loan and a revolving credit facility. The
Operating Partnership recorded an extraordinary loss of $4.7 million which
is comprised of the write-off of unamortized deferred financing fees,
legal costs and other expenses.
(b) For purposes of computing the ratios of earnings to fixed charges and
preferred unit distributions earnings have been calculated by adding
fixed charges (excluding capitalized interest) to income (loss) before
disposition of interest rate protection agreement, gain on sales of
properties 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.
(c) Earnings were inadequate to cover fixed charges by approximately $1.4
million and $3.4 million for the six months ended June 30, 1994 and the
year ended December 31, 1993 respectively.
(d) As of end of period.
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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, 1997 TO YEAR ENDED DECEMBER 31, 1996
At December 31, 1997, the Operating Partnership owned 522 in-service
properties containing approximately 34.5 million square feet of GLA, compared to
137 in-service properties with approximately 12.7 million square feet of GLA at
December 31, 1996. During 1997, the Operating Partnership acquired 380
properties containing approximately 21.0 million square feet of GLA, completed
development of eight properties totaling 1.2 million square feet of GLA and sold
three in-service properties totaling .4 million square feet of GLA and one
property held for redevelopment.
Rental income and tenant recoveries and other income increased in 1997
over 1996 by $61.0 million or 162% due primarily to the properties acquired
after December 31, 1995. Revenues from properties owned prior to January 1, 1996
remained relatively unchanged.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased in 1997 over 1996 by $19.2 million or 193.7% due primarily to
properties acquired after December 31, 1995. For properties owned prior to
January 1, 1996, property expenses remained relatively unchanged.
General and administrative expense increased in 1997 over 1996 by $1.8
million due primarily to the additional expenses associated with managing the
Operating Partnership's growing operations including additional professional
fees relating to additional properties owned and personnel to manage and expand
the Operating Partnership's business.
Interest expense increased by $20.4 million for the year ended December
31, 1997 compared to the year ended December 31, 1996 due primarily to a higher
average debt balance to fund a capital contribution to the Financing
Partnership for the purchase of U.S. Government securities to legally
defease a $300.0 million mortgage loan and to fund the acquisition and
development of additional properties.
Depreciation and amortization increased in 1997 over 1996 by $9.6
million due primarily to the additional depreciation and amortization related to
the properties acquired and placed in service after December 31, 1995.
The $4.0 million gain on the disposition of interest rate protection
agreements represents the sale of the Operating Partnership's interest rate
protection agreements in April 1997. These interest rate protection agreements,
together with the interest rate protection agreements of the Financing
Partnership, effectively fixed the annual interest rate on the Financing
Partnership's $300 million mortgage loan.
The $.7 million gain on sales of properties resulted from the sale of
three in-service properties. Gross proceeds for these property sales totaled
approximately $16.1 million.
Equity in income of Other Real Estate Partnerships increased in 1997
over 1996 by $11.2 million due primarily to interest income earned on U.S.
Government securities and the reinvestment cash proceeds from such securities
upon maturity that were pledged as collateral by the Financing Partnership to
legally defease the $300 million mortgage loan (the "1994 Defeased Mortgage
Loan"), additional net operating income (defined as revenues less property
related expenses) from properties acquired after December 31, 1995 and a gain
from the sales of real estate offset by an extraordinary loss and a loss from
the disposition of interest rate protection agreements.
The $4.7 million extraordinary loss in 1997 represents the write-off
of unamortized deferred financing costs, legal fees and other costs incurred to
terminate an unsecured loan and a revolving line of credit.
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
At December 31, 1996, the Operating Partnership owned 137 in-service
properties containing approximately 12.7 million square feet of GLA, compared to
30 in-service properties with approximately 3.5 million square feet of GLA at
December 31, 1995. During 1996, the Operating Partnership acquired 111
properties containing approximately 9.4 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.
Rental income and tenant recoveries and other income increased in 1996
over 1995 by 10.1 million or 37.0% due primarily to the properties acquired
after December 31, 1994. Revenues from properties owned prior to January
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27
1, 1995 increased in 1996 over 1995 by $.5 million or 7.4% due primarily to a
lease termination fee, an increase in rental rates and an increase in tenant
recovery income.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased in 1996 over 1995 by $2.5 million or 32.9% due primarily to properties
acquired after December 31, 1994. For properties owned prior to January 1, 1995,
property expenses remained unchanged.
General and administrative expense increased in 1996 over 1995 by $.2
million due primarily to the additional expenses associated with managing the
Operating Partnership's growing operations including additional professional
fees relating to additional properties owned and personnel to manage and expand
the operating Partnership's business.
Interest expense decreased by $1.9 million for the year ended December
31, 1996 compared to the year ended December 31, 1995 due primarily to a lower
average debt balance due to capital contributions from the general partner of
the Operating Partnership that were used to pay down debt.
Depreciation and amortization increased in 1996 over 1995 by $1.2
million due primarily to the additional depreciation and amortization related to
the properties acquired after December 31, 1994.
The $4.3 million gain on sales of properties in 1996 resulted from the
sale of six properties. Gross proceeds for these property sales totaled
approximately $15.0 million.
Equity in income of Other Real Estate Partnerships increased in 1996
over 1995 by $12.3 million or 156.7% due primarily to four of the Other Real
Estate Partnerships having a full year of operations in 1996 compared to a
partial year of operations in 1995 as well as on of the Other Real Estate
Partnerships incurring a loss from the disposition of an interest rate
protection agreement in 1995.
The $2.3 million extraordinary loss in 1996 represents the write-off of
unamortized deferred financing costs and a prepayment fee incurred to
terminate certain revolving credit facilities.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997 the Operating Partnership's unrestricted cash and
cash equivalents totaled $5.0 million.
Net cash provided by operating activities was $30.8 million for the
year ended December 31, 1997 compared to $18.9 million for the year ended
December 31, 1996 and $4.2 million for the year ended December 31, 1995. 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 $1,052.7 million for the year
ended December 31, 1997 compared to $202.7 million for the year ended December
31, 1996 and $40.9 million for the year ended December 31, 1995. The majority of
the cash used in investing activities was for the acquisition of new properties
and contributions to the Other Real Estate Partnerships netted against
distributions received from Other Real Estate Partnerships and proceeds from the
sales of real estate.
Net cash provided by financing activities for the year ended December
31, 1997 increased to $1,022.6 million from $181.6 million for the year ended
December 31, 1996, reflecting the issuance of Units and Preferred Units and an
increase in net borrowings of senior unsecured debt partially offset by
increased Unit distributions and Preferred Unit Distributions. Net cash
provided by financing activities for the year ended December 31, 1996 was$181.6
million, compared to $43.2 million for the year ended December 31, 1995,
reflecting capital contributions from the general partner and proceeds from the
CIGNA Loan, offset in part by increased distributions, repayment of certain
construction loans and a net pay down on the Operating Partnership's
acquisition facilities.
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28
The ratio of earnings to fixed charges and preferred stock dividends
was 2.29 for the year ended December 31, 1997 compared to 6.96 for the year
ended December 31, 1996 and 2.56 for the year ended December 31, 1995. The
decrease in earnings to fixed charges and preferred Unit distributions is
primarily due to additional interest expense and Preferred Unit distributions
incurred in fiscal year 1997 from additional debt and Preferred Units issued in
fiscal year 1997 to fund property acquisitions and a capital contribution to the
Financing Partnership to fund the legal defeasance of its $300 million mortgage
loan. The increase in the earnings to fixed charges and preferred Unit
distributions between fiscal year 1996 and 1995 is primarily due to increased
net operating income as discussed in "Results of Operations" above.
In 1997, the Operating Partnership acquired 380 industrial properties
comprising approximately 21.0 million square feet of GLA for a total purchase
price of approximately $817.1 million, completed the development of eight
properties comprising approximately 1.2 million square feet of GLA at a cost of
approximately $38.0 million and sold three in-service properties comprising
approximately .4 million square feet of GLA and one property held for
redevelopment for gross proceeds of $16.1 million.
The Operating Partnership has committed to the construction of four
development projects with an estimated completion GLA of approximately .5
million square feet. The estimated total construction costs are approximately
$17.7 million. These developments are expected to be funded with cash flow from
operations as well as borrowings under the 1997 Unsecured Acquisition Facility.
In 1997, the Operating Partnership paid a quarterly distribution of
$.505 per Unit related to each of the first, second and third quarters. In
addition, the Operating Partnership paid a fourth quarter 1997 distribution of
$.53 per Unit on January 20, 1998. The total distributions paid to the Operating
Partnership's limited partners related to 1997 totaled $73.8 million.
In 1997, the Operating Partnership paid a period prorated Preferred
Unit distribution of $27.95 per preferred unit on its Series B Preferred Units
related to the second quarter and a $54.688 per Preferred Unit for each of the
third and fourth quarters. The total Preferred Unit distributions paid to the
Operating Partnership's Series B Preferred Unit unitholders related to 1997
totaled $5.5 million.
In 1997, the Operating Partnership paid a period prorated Preferred
Unit distribution of $68.123 per preferred unit on its Series C Preferred Units
related to each of the second and third quarters and $53.906 per Preferred Unit
for the fourth quarter. The total Preferred Unit distributions paid to the
Operating Partnership's Series C Preferred Unit unitholders related to 1997
totaled $2.4 million.
In conjunction with an acquisition of a portfolio of properties on
January 31, 1997, the Operating Partnership assumed two mortgage loans in the
amount of $3.8 million (the "LB Mortgage Loan I") and $.7 million (the "LB
Mortgage Loan II"). The LB Mortgage Loan I, which was collateralized by a
property located in Long Island, New York and provided for interest only
payments prior to its maturity date of July 11, 1998, was paid off and retired
by the Operating Partnership on December 19, 1997. The LB Mortgage Loan II,
which is collateralized by a property located in Long Island, New York, is
interest free until February, 1998, at which time the LB Mortgage Loan II bears
interest at 8.00% and provides for interest only payments prior to maturity. The
LB Mortgage Loan II matures 180 days after the completion of a contingent event
relating to the environmental status of the property collateralizing the loan.
In conjunction with the acquisition of a portfolio of properties on
October 23, 1997, the Operating Partnership assumed a mortgage loan in the
amount of $4.2 million (the "Acquisition Mortgage Loan I"). The Acquisition
Mortgage Loan I is collateralized by a property in Bensenville, Illinois, bears
interest at a fixed rate of 8.50% and provides for monthly principal and
interest payments based on a 15-year amortization schedule. The Acquisition
Mortgage Loan I matures on August 1, 2008. The Acquisition Mortgage Loan I may
be prepaid after July 15, 1998 in exchange for a prepayment fee.
In conjunction with the acquisition of a portfolio of properties on
December 9, 1997, the Operating Partnership assumed a mortgage loan in the
amount of $8.0 million (the "Acquisition Mortgage Loan II"). The Acquisition
Mortgage Loan II is collateralized by ten properties in St. Charles, Louisiana,
bears interest at a fixed rate of 7.75% and provides for monthly principal and
interest payments based on a 22-year amortization schedule. The Acquisition
Mortgage Loan II matures April 1, 2006. The Acquisition Mortgage Loan II may be
prepaid only after April 9, 1999 in exchange for the greater of a 1% prepayment
fee or a yield maintenance premium.
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In conjunction with the acquisition of a portfolio of properties on
December 23, 1997, the Operating Partnership assumed a Mortgage Loan in the
amount of $3.6 million (the "Acquisition Mortgage Loan III"). The Acquisition
Mortgage Loan III is collateralized by two properties in Houston, Texas, bears
interest at a fixed interest rate of 8.875% and provides for monthly principal
and interest payments based on a 20-year amortization schedule. The Acquisition
Mortgage Loan III matures on June 1, 2003. The Acquisition Mortgage Loan III may
be prepaid only after June 30, 1998 in exchange for the greater of a 2%
prepayment fee or a yield maintenance premium.
On April 4, 1997, the Operating Partnership entered into a $309.8
million unsecured loan (the "Defeasance Loan"). The Defeasance Loan bore
interest at LIBOR plus 1% and had a scheduled maturity of July 1, 1999. The
gross proceeds from the Defeasance Loan were contributed to the Financing
Partnership who used the contribution to purchase U.S. Government Securities as
substitute collateral to execute a legal defeasance of its $300.0 million
mortgage loan. The Defeasance Loan was paid off and retired in May, 1997.
On May 13, 1997, the Operating Partnership issued $150.0 million of
senior unsecured debt which matures on May 15, 2007 and bears a coupon interest
rate of 7.60% (the "2007 Notes"). The issue price of the 2007 Notes was 99.965%.
Interest is paid semi-annually in arrears on May 15 and November 15. The
Operating Partnership also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2007 Notes prior to issuance. The
debt issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2007 Notes as an adjustment
to interest expense. The 2007 Notes contain certain covenants including
limitation on incurrence of debt and debt service coverage.
On May 13, 1997, the Operating Partnership issued $100.0 million of
senior unsecured debt which matures on May 15, 2027, and bears a coupon interest
rate of 7.15% (the "2027 Notes"). The issue price of the 2027 Notes was 99.854%.
The 2027 Notes are redeemable, at the option of the holders thereof, on May 15,
2002. Interest is paid semi-annually in arrears on May 15 and November 15. The
Operating Partnership also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2027 Notes prior to issuance. The
debt issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2027 Notes as an adjustment
to interest expense. The 2027 Notes contain certain covenants including
limitation on incurrence of debt and debt service coverage.
On May 22, 1997, the Operating Partnership issued $100.0 million of
senior unsecured debt which matures on May 15, 2011 and bears a coupon interest
rate of 7.375% (the "2011 Notes"). The issue price of the 2011 Notes was
99.348%. Interest is paid semi-annually in arrears on May 15 and November 15.
The 2011 Notes are redeemable, at the option of the holder thereof, on May 15,
2004 (the "Put Option"). The Operating Partnership received approximately $1.8
million of proceeds from the holder of the 2011 Notes as consideration for the
Put Option. The Operating Partnership amortizes the Put Option amount over the
life of the Put Option as an adjustment to interest expense. The Operating
Partnership also entered into an interest rate protection agreement which was
used to fix the interest rate on the 2011 Notes prior to issuance. The debt
issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2011 Notes as an adjustment
to interest expense. The 2011 Notes contain certain covenants including
limitation on incurrence of debt and debt service coverage.
On November 20, 1997, the Operating Partnership issued $50.0 million
of senior unsecured debt which matures on November 21, 2005 and bears a coupon
interest rate of 6.90% (the "2005 Notes"). The issue price of the 2005 Notes was
100%. Interest is paid semi-annually in arrears on May 21 and November 21. The
2005 Notes contain certain covenants including limitation on incurrence of debt
and debt service coverage.
On November 24, 1997, the Operating Partnership entered into a $25.0
million unsecured loan (the "November 1997 Unsecured Loan"). The November 1997
Unsecured Loan bore interest at LIBOR plus .80% and had a scheduled maturity
date of December 31, 1997. The November 1997 Unsecured Loan was paid off and
retired on December 5, 1997.
On December 8, 1997, the Operating Partnership issued $150.0 million of
senior unsecured debt which matures on December 1, 2006 and bears a coupon
interest rate of 7.0% (the "2006 Notes"). The issue price of the 2006 Notes was
100%. Interest is paid semi-annually in arrears on June 1 and December 1. The
Operating Partnership also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2006 Notes prior to issuance. The
settlement amount of the interest rate protection agreement is being amortized
over the life of the 2006
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Notes as an adjustment to interest expense. The 2006 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.
On December 8, 1997, the Operating Partnership, issued $100.0 million
of senior unsecured debt which matures on December 1, 2017 and bears a coupon
interest rate of 7.5% (the "2017 Notes"). The issue price of the 2017 Notes was
99.808%. Interest is paid semi-annually in arrears on June 1 and December 1.
The Operating Partnership will amortize the debt issue discount over the life
of the 2017 Notes as an adjustment to interest expense. The 2017 Notes may be
redeemed at any time at the option of the Operating Partnership, in whole or in
part, at a redemption price equal to the sum of the principal amount of the
2017 Notes being redeemed plus accrued interest thereon to the redemption date
and any make-whole amount, as defined in the Prospectus Supplement relating to
the 2017 Notes.
In December 1997, the Operating Partnership terminated the 1996
Unsecured Acquisition Facility and entered into a $300.0 million unsecured
revolving credit facility (the "1997 Unsecured Acquisition Facility") which
initially bears interest at LIBOR plus .80% or a "Corporate Base Rate" and
provides for interest only payments until maturity. The Operating Partnership
may borrow under the facility to finance the acquisition of additional
properties and for other corporate purposes, including to obtain additional
working capital. The 1997 Unsecured Acquisition Facility contains certain
financial covenants relating to debt service coverage, market value net worth,
dividend payout ratio and total funded indebtedness.
On September 16, 1997, the Company issued 637,440 shares of $.01 par
value common stock (the "September 1997 Equity Offering"). The net proceeds of
$18.9 million received from the September 1997 Equity Offering were contributed
to the Operating Partnership in exchange for 637,440 Units and are reflected in
the Operating Partnership's financial statements as a general partner
contribution.
On October 15, 1997, the Company issued 5,400,000 shares of $.01 par
value common stock (the "October 1997 Equity Offering"). The net proceeds of
$176.6 million received from the October 1997 Equity Offering were contributed
to the Operating Partnership in exchange for 5,400,000 Units and are reflected
in the Operating Partnership's financial statements as a general partner
contribution.
During 1997, the Operating Partnership issued 3,634,148 Units
valued, in the aggregate, at $115,231 in exchange for interests in certain
properties. These contributions are reflected in the Operating Partnership's
financial statements as limited partner contribution.
On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $96.3 million
received from the Series B Preferred Stock were contributed to the Operating
Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units and are
reflected in the Operating Partnership's financial statements as a general
partner preferred unit contribution.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series
C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $48.0 million
received from the Series C Preferred Stock were contributed to the Operating
Partnership in exchange for 8 5/8% Series C Cumulative Preferred Units and are
reflected in the Operating Partnership's financial statements as a general
partner preferred unit contribution.
On February 4, 1998, the Company issued 5,000,000 Depositary Shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an
initial offering price of $25 per Depositary Share. The net proceeds of $120.6
million received from the Series D Preferred Stock were contributed to the
Operating Partnership in exchange for 7.95% Series D Cumulative Preferred Units
in the Operating Partnership.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $72.1 million
received from the Series E Preferred Stock were contributed to the Operating
Partnership in exchange for 7.90% Series E Cumulative Preferred Units in the
Operating Partnership.
29
31
In March, 1998, the Operating Partnership declared a first quarter
distribution of $.53 per Unit which is payable on April 20, 1998. The Operating
Partnership also declared a first quarter distribution of $54.688 per Series B
Preferred Unit, $53.906 per Series C Preferred Unit and a period prorated
Preferred Unit distribution of $30.365 per Series D Preferred Unit which is
payable on March 31, 1998.
On March 26, 1998, the Operating Partnership entered into an
underwriting agreement with J.P. Morgan Securities Inc. ("J.P. Morgan") and
certain other underwriters named therein (the "Underwriters"), pursuant to
which the Operating Partnership agreed to issue and sell $100.0 million of its
6 1/2% Dealer remarketable securities due April 5, 2011 (the "Drs."). The Drs.
will bear interest at 6 1/2% from the date of issuance through April 5,
2001. On April 5, 2001, the Drs. will be subject to mandatory tender to J.P.
Morgan, as the remarketing dealer, if they elect to remarket the Drs. If J.P.
Morgan elects not to remarket the Drs., the Operating Partnership will be
required to repurchase the Drs. on April 5, 2001 at 100% of the principal
amount thereof plus accrued and unpaid interest.
The Operating Partnership has considered its short-term (one year or
less) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs. The
Operating Partnership believes that its principal short-term liquidity needs are
to fund normal recurring expenses, debt service requirements and the minimum
distribution required by the Company to maintain the Company's REIT
qualification under the Internal Revenue Code. The Operating Partnership
anticipates that these needs will be met with cash flows provided by operating
activities.
The Operating Partnership 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 Units and preferred units. On January 27, 1998, the Operating
Partnership registered under the Securities Act of 1933, as amended (the
"Securities Act"), $400.0 million of debt securities. As of March 26, 1998,
$400.0 million of debt securities remained registered under the Securities Act
and were unissued (exclusive of the issuents of the Drs.). The Operating
Partnership may also finance the acquisition or development of additional
properties through borrowings under the 1997 Unsecured Acquisition Facility. At
December 31, 1997, borrowings under the 1997 Unsecured Acquisition Facility
bore interest at a weighted average interest rate of 6.77%. As of March 26,
1998, the Operating Partnership had $202.6 million available in additional
borrowings under the 1997 Unsecured Acquisition Facility. While the Operating
Partnership may sell properties if property or market conditions make it
desirable, the Operating Partnership does not expect to sell assets in the
foreseeable future to satisfy its liquidity requirements.
ENVIRONMENTAL
The Operating Partnership incurred environmental costs of $.15 million
and $ .1 million in 1997 and 1996, respectively. The Operating Partnership
estimates 1998 costs of approximately $.12 million. The Operating Partnership
estimates that the aggregate cost which needs to be expended in 1998 and beyond
with regard to currently identified environmental issues will not exceed
approximately $.15 million, a substantial amount of which will be the primary
responsibility of the tenant, the seller to the Operating Partnership or another
responsible party. This estimate was determined by a third party evaluation.
YEAR 2000 CONCERNS
The Operating Partnership believes, based on discussions with its
current systems' vendor, that its software applications and operational programs
will properly recognize calendar dates beginning in the Year 2000. In addition,
the Operating Partnership is discussing with its major vendors and customers the
possibility of any interface difficulties relating to the Year 2000 which may
affect the Operating Partnership. To date, no significant concerns have been
identified, however, there can be no assurance that there will not be any Year
2000-related operating problems or expenses that will arise with the Operating
Partnership's computer systems and software or in connection with the Operating
Partnership's interface with the computer systems and software of its vendors
and customers.
OTHER
In June 1997, the Financial Accounting Standards Board (the "FASB")
FASB issued Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income." This statement, effective for fiscal years beginning
after December 15, 1997, requires the Operating Partnership to report
components of comprehensive income in a financial statement that is displayed
with the same prominence as other financial statements. Comprehensive income is
defined by Concepts Statement No. 6, " Elements of Financial Statements" as the
change in the equity of a business enterprise during a period from transactions
and other events and circumstances from non-owner sources. It includes all
changes in equity during a period except those resulting from investments by
owners and distributions to owners. The Operating Partnership has not yet
determined its comprehensive income.
30
32
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information." This statement, effective for financial statements for periods
beginning after December 15, 1997, requires that a public business enterprise
report financial and descriptive information about its reportable operating
segments. Generally, financial information is required to be reported on the
basis that it is used internally for evaluating segment performance and deciding
how to allocate resources to segments. The Operating Partnership has not yet
determined the impact of this statement on its financial statements.
INFLATION
For the last several years, inflation has not had a significant impact
on the Operating Partnership because of the relatively low inflation rates in
the Operating Partnership's markets of operation. Most of the Operating
Partnership's leases require the tenants to pay their share of operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby reducing the Operating Partnership's exposure to increases in costs and
operating expenses resulting from inflation. In addition, many of the
outstanding leases expire within five years which may enable the Operating
Partnership to replace existing leases with new leases at higher base rentals if
rents of existing leases are below the then-existing market rate.
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.
31
33
PART III
ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Operating Partnership has no directors or executive officers;
instead it is managed by its sole general partner, the Company.
The information with respect to the sole general partner of the Operating
Partnership required by Item 10, Item 11, Item 12 and Item 13 is
incorporated herein by reference to parts of the Company's definitive
proxy statement in connection with its 1998 Annual Meeting of
Stockholders (filed herewith as Exhibit 99) captioned "Information
Regarding Nominees and Directors", "Executive Officers and Other Senior
Management", "Director Compensation", "Executive Compensation",
"Compliance with Section 16(a) of the Securities Exchange Act of 1934",
"Certain Relationships and Transactions" and "Security Ownership of
Management and Certain Beneficial Owners". Information contained in the
part of such proxy statement captioned "Stock Performance Graph" is
specifically not incorporated herein by reference.
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:
32
34
Exhibit No. Description
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.2 of the Form 10-Q of
the Operating Partnership for the fiscal quarter ended March 31,
1997, as amended by Form 10-Q/A No. 1 of the Operating
Partnership filed May 30, 1997, File No. 333-21873)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $150 million of 7.60% Notes due 2007 and
$100 million of 7.15% Notes due 2027 (incorporated by reference
to Exhibit 4.3 of the Form 10-Q of the Operating Partnership for
the fiscal quarter ended March 31, 1997, as amended by Form
10-Q/A No. 1 of the Operating Partnership filed May 30, 1997,
File No. 333-21873)
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $100 million of 7 3/8% Notes due 2011
(incorporated by reference to Exhibit 4.4 of the Form 10-Q of
the Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between First
Industrial, L.P. and First Trust National Association providing
for the issuance of Medium-term Notes due Nine Months or more
from Date of Issue (incorporated by reference to Exhibit 4 of
Form 8-K of the Operating Partnership dated November 3, 1997, as
filed November 3, 1997, File No. 333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
33
35
Exhibit No. Description
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.5 of the Form 10-Q of the
Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 15, 1997, by and among
the Operating Partnership, First Industrial Realty Trust, Inc.
and The First National Bank of Chicago, Union Bank of
Switzerland, New York Branch and certain other banks
(incorporated by reference to Exhibit 4.22 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, File No. 1-13102)
4.11 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.12* Form of Supplemental Indenture No. 4 between First Industrial,
L.P. and First Trust National Association as Trustee
4.13* Form of Note with respect to Dealer remarketable securities
4.14* Form of Remarketing Agreement between First Industrial, L.P.
and J.P. Morgan Securities Inc.
12.1* Computation of Earnings to Fixed Charges and Preferred Unit
Distributions of First Industrial, L.P.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-13102)
23 * Consent of Coopers & Lybrand L.L.P.
27.1* Financial Data Schedule of First Industrial, L.P.
27.2* Financial Data Schedule of the Other Real Estate Partnerships
99 * Definitive Proxy Statement of First Industrial Realty Trust,
Inc. with respect to its 1998 Annual Meeting of Stockholders
* Filed herewith.
(b) REPORTS ON FORM 8-K AND FORM 8-K/A
Report on Form 8-K/A No. 2 filed October 16, 1997, dated June 30, 1997,
relating to the acquisition of 64 properties, one parking lot and land parcels
for future development. The reports include Combined Historical Statements of
Revenues and Certain Expenses for the acquired properties and Pro Forma
Statements of Operations for First Industrial, L.P.
Report on Form 8-K filed November 3, 1997, dated October 28, 1997, relating to
the Operating Partnership's Medium-Term Note Program. The report includes as
exhibits the Distribution Agreement dated October 28, 1997 between the Company
and J.P. Morgan Securities, Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, First Chicago
Capital Markets, Inc. and UBS Securities, LLC, the Supplemental Indenture No. 3
dated October 28, 1997 between the Company and First Trust National Association
providing for the issuance of Medium-Term Notes due Nine Months or More from
Date of Issue, the Form of Fixed Rate Medium-Term Note and the Form of Floating
Rate Medium-Term Note.
Report on Form 8-K filed November 14, 1997, dated October 30, 1997, relating
to the acquisition of 123 properties, the negotiations to acquire an additional
79 properties and the acquisition of land parcels for future development. The
reports include Combined Historical Statements of Revenues and Certain Expenses
for the acquired and to be acquired properties and Pro Forma Statements of
Operations for First Industrial, L.P.
Report on Form 8-K filed December 23, 1997, dated December 11, 1997, as amended
by the report on Form 8-K/A No.1 filed January 22, 1998, as further amended by
the report on Form 8-K/A No. 2 filed February 26, 1998, relating to the
acquisition of 84 properties, the negotiations to acquire an additional
property and the acquisition of land parcels for future development. The
reports include Combined Historical Statements of Revenues and Certain Expenses
for the acquired and to be acquired properties and Pro Forma Balance Sheet and
Pro Forma Statements of Operations for First Industrial, L.P.
34
36
- - -------------------------------------------------------------------------------
The Company has prepared supplemental financial and operating
information which is available without charge upon request to the Company.
Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
35
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL, L.P.
By: FIRST INDUSTRIAL REALTY TRUST, INC.,
as general partner
Date: March 31, 1998 By: /s/ Michael T. Tomasz
----------------------------
Michael T. Tomasz
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 31, 1998 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 31, 1998
- - -------------------------------
Jay H. Shidler
/s/ Michael T. Tomasz President, Chief Executive Officer March 31, 1998
- - ------------------------------- and Director
Michael T. Tomasz
/s/ Michael W. Brennan Chief Operating Officer and Director March 31, 1998
- - -------------------------------
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 31, 1998
- - ------------------------------- and Director
Michael G. Damone
/s/ John L. Lesher Director March 31, 1998
- - -------------------------------
John L. Lesher
/s/ Kevin W. Lynch Director March 31, 1998
- - -------------------------------
Kevin W. Lynch
/s/ John E. Rau Director March 31, 1998
- - -------------------------------
John E. Rau
/s/ Robert J. Slater Director March 31, 1998
- - -------------------------------
Robert J. Slater
/s/ J. Steven Wilson Director March 31, 1998
- - -------------------------------
J. Steven Wilson
36
38
FIRST INDUSTRIAL, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
FINANCIAL STATEMENTS
Report of Independent Accountants.............................F-2
Consolidated Balance Sheets of First Industrial, L.P.
(the "Operating Partnership") as of December 31, 1997 and
1996..........................................................F-3
Consolidated Statements of Operations of the Operating
Partnership for the Years Ended December 31, 1997, 1996
and
1995..........................................................F-4
Consolidated Statements of Changes in Partners' Capital
of the Operating Partnership for the Years Ended
December 31, 1997, 1996 and 1995..............................F-5
Consolidated Statements of Cash Flows of the Operating
Partnership for the Years Ended December 31, 1997, 1996
and
1995..........................................................F-6
Notes to Consolidated Financial Statements....................F-7
FINANCIAL STATEMENT SCHEDULE
Schedule III: Real Estate and Accumulated Depreciation.......S-1
F-1
39
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial, L.P.
We have audited the consolidated financial statements and the financial
statement schedule of First Industrial, L.P. (the "Operating Partnership") as
listed on page F-1 of this Form 10-K. These financial statements and the
financial statement schedule are the responsibility of the Operating
Partnership'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, L.P. as of December 31, 1997 and 1996, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1997 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 17, 1998
F-2
40
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
1997 1996
----------------- ----------------
ASSETS
Assets:
Investment in Real Estate:
Land.............................................................................. $ 184,704 $ 55,425
Buildings and Improvements........................................................ 1,012,145 291,942
Construction in Progress.......................................................... 4,211 6,414
Less: Accumulated Depreciation.................................................... (22,319) (8,133)
---------------- ---------------
Net Investment in Real Estate................................................ $ 1,178,741 345,648
Investment in Other Real Estate Partnerships...................................... 643,621 258,411
Cash and Cash Equivalents......................................................... 4,995 4,295
Tenant Accounts Receivable, Net................................................... 2,944 1,021
Deferred Rent Receivable.......................................................... 2,584 1,280
Interest Rate Protection Agreements, Net.......................................... --- 1,723
Deferred Financing Costs, Net..................................................... 6,808 1,140
Prepaid Expenses and Other Assets, Net............................................ 30,490 8,604
---------------- ---------------
Total Assets................................................................ $ 1,870,183 $ 622,122
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............................................................ $ 61,198 $ 45,578
Senior Unsecured Debt............................................................. 648,994 ---
Acquisition Facility Payable...................................................... 129,400 4,400
Promissory Notes Payable.......................................................... --- 9,919
Accounts Payable and Accrued Expenses............................................. 32,629 8,770
Rents Received in Advance and Security Deposits................................... 9,775 1,942
Distributions Payable............................................................. 22,010 16,281
---------------- ---------------
Total Liabilities........................................................... 904,006 86,890
---------------- ---------------
Commitments and Contingencies...................................................... --- ---
Partners' Capital:
General Partner Preferred Units................................................... 144,290 ---
General Partner Units............................................................. 674,191 496,169
Limited Partners Units............................................................ 147,696 39,063
---------------- ---------------
Total Partners' Capital..................................................... 966,177 535,232
---------------- ---------------
Total Liabilities and Partners' Capital..................................... $ 1,870,183 $ 622,122
================ ===============
The accompanying notes are an integral part of the financial statements.
F-3
41
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
Revenues:
Rental Income................................................... $ 77,204 $ 29,166 $ 22,094
Tenant Recoveries and Other Income.............................. 21,362 8,421 5,348
------------ ------------ ------------
Total Revenues.............................................. 98,566 37,587 27,442
------------ ------------ ------------
Expenses:
Real Estate Taxes............................................... 16,970 6,109 4,863
Repairs and Maintenance......................................... 3,772 1,071 848
Property Management............................................. 3,789 1,153 904
Utilities....................................................... 2,723 1,047 235
Insurance....................................................... 249 271 279
Other........................................................... 1,680 284 349
General and Administrative...................................... 5,820 4,014 3,792
Interest........................................................ 25,099 4,685 6,581
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs....................................... 369 196 222
Depreciation and Other Amortization............................. 15,873 6,310 5,087
------------ ------------ ------------
Total Expenses.............................................. 76,344 25,140 23,160
------------ ------------ ------------
Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Real Estate, Equity in Income of
Other Real Estate Partnerships and Extraordinary Loss........... 22,222 12,447 4,282
Disposition of Interest Rate Protection Agreements............... 4,038 --- ---
Gain on Sales of Real Estate..................................... 728 4,344 ---
------------ ------------ ------------
Income Before Equity in Income of Other Real Estate
Partnerships and Extraordinary Loss............................. 26,988 16,791 4,282
Equity in Income of Other Real Estate Partnerships............... 31,297 20,130 7,841
------------ ------------ ------------
Income Before Extraordinary Loss................................. 58,285 36,921 12,123
Extraordinary Loss............................................... (4,666) (2,273) ---
------------ ------------ ------------
Net Income....................................................... 53,619 34,648 12,123
Preferred Unit Distributions..................................... (7,936) --- ---
------------ ------------ ------------
Net Income Available to
Unitholders................................................. $ 45,683 $ 34,648 $ 12,123
============ ============ ============
Net Income Available to Unitholders Before Extraordinary Loss
Per Weighted Average Unit Outstanding
Basic....................................................... $ 1.41 $ 1.38 $ .59
============ ============ ============
Diluted..................................................... $ 1.40 $ 1.38 $ .59
============ ============ ============
Extraordinary Loss Per Weighted Average Unit Outstanding
Basic....................................................... $ (.13) $ (.09) $ ---
============ ============ ============
Diluted..................................................... $ (.13) $ (.09) $ ---
============ ============ ============
Net Income Available to Unitholders Per Weighted Average
Unit Outstanding
Basic....................................................... $ 1.28 $ 1.29 $ .59
============ ============ ============
Diluted..................................................... $ 1.27 $ 1.29 $ .59
============ ============ ============
See accompanying notes are an integral part of the financial statements.
F-4
42
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 1997 December 31, 1996 December 31, 1995
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.................................................... $ 53,619 $ 34,648 $ 12,123
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation................................................. 14,660 5,115 4,092
Amortization of Interest Rate Protection Agreements and 369 196 222
Deferred Financing Costs....................................
Other Amortization........................................... 1,497 1,195 995
Disposition of Interest Rate Protection Agreements........... (4,038) --- ---
Gain on Sales of Real Estate................................. (728) (4,344) ---
Equity in Income of Other Real Estate Partnerships........... (31,297) (20,130) (7,841)
Extraordinary Loss........................................... 4,666 2,273 ---
Provision for Bad Debts...................................... 779 35 158
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets................................. (23,582) (965) (3,903)
Increase in Deferred Rent Receivable......................... (1,350) (1,179) (606)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits............ 16,195 (498) 2,295
Organization Costs........................................... (30) (32) (115)
Decrease (Increase) in Restricted Cash....................... --- 2,557 (3,238)
----------------- ----------------- -----------------
Net Cash Provided by Operating Activities................. 30,760 18,871 4,182
----------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to Investment in Real Estate......... (714,643) (221,282) (67,605)
Contributions to Investment in Other Real Estate
Partnerships............................................... (419,869) (25,473) (6,664)
Distributions from Investment in Other Real Estate
Partnerships................................................. 65,956 29,110 33,363
Proceeds from Sales of Investment in Real Estate............. 16,084 14,972 ---
Funding of Mortgage Loans Receivable......................... (4,827) --- ---
Repayment of Mortgage Loans Receivable....................... 4,594 --- ---
----------------- ----------------- -----------------
Net Cash Used in Investing Activities..................... (1,052,705) (202,673) (40,906)
----------------- ----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions........................................... 199,340 244,269 ---
Unit Distributions........................................... (68,107) (47,991) (38,592)
Preferred Contributions...................................... 144,290 --- ---
Preferred Unit Distributions................................. (7,936) --- ---
Proceeds from Acquisition Facilities Payable................. 540,100 103,523 83,943
Repayments on Acquisition Facilities Payable................. (415,100) (147,358) (2,958)
Proceeds from Mortgage Loans Payable......................... --- 36,750 ---
Repayments on Mortgage Loans Payable......................... (4,652) (589) ---
Proceeds from Construction Loans Payable..................... --- --- 4,873
Repayments on Construction Loans Payable..................... --- (4,873) ---
Repayment of Promissory Notes Payable........................ (9,919) --- ---
Proceeds from Senior Unsecured Debt.......................... 983,757 --- ---
Repayment of Senior Unsecured Debt........................... (334,800) --- ---
Proceeds from Sale of Interest Rate Protection Agreements.... 6,440 --- ---
Other Proceeds from Senior Unsecured Debt.................... 2,377 --- ---
Other Costs of Senior Unsecured Debt......................... (2,294) --- ---
Debt Issuance Costs.......................................... (10,851) (2,127) (4,084)
----------------- ----------------- -----------------
Net Cash Provided by Financing Activities................. 1,022,645 181,604 43,182
----------------- ----------------- -----------------
Net Increase (Decrease)in Cash and Cash Equivalents.......... 700 (2,198) 6,458
Cash and Cash Equivalents, Beginning of Period............... 4,295 6,493 35
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Period..................... $ 4,995 $ 4,295 $ 6,493
================= ================= ===================
The accompanying notes are an integral part of the financial statements.
F-5
43
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
General Partner Unamortized
----------------------- Value of
Preferred General Partner Limited
Units Units Restricted Units Partners Units Total
------------ --------- ---------------- -------------- ------------
Balance at December 31, 1994................ $ --- $ 293,140 --- $ 20,404 $ 313,544
Distributions............................. --- (36,003) --- (2,895) (38,898)
Unit Conversions.......................... --- 1,005 --- (1,005) ---
Net Income................................ --- 11,215 --- 908 12,123
-------- --------- -------------- ---------- -----------
Balance at December 31, 1995................ --- 269,357 --- 17,412 286,769
Contributions............................. --- 244,269 --- 23,864 268,133
Distributions............................. --- (50,418) --- (3,900) (54,318)
Unit Conversions.......................... --- 943 --- (943) ---
Net Income................................ --- 32,018 --- 2,630 34,648
-------- --------- -------------- ---------- -----------
Balance at December 31, 1996................ --- 496,169 --- 39,063 535,232
Contributions............................. 144,290 199,340 --- 115,230 458,860
Issuance of General Partner Restricted
Units.................................... --- 3,655 (3,655) --- ---
Amortization of General Partner Restricted
Units.................................... --- --- 238 --- 238
Distributions............................. (7,936) (65,322) --- (8,514) (81,772)
Unit Conversions.......................... --- 3,395 --- (3,395) ---
Net Income................................ 7,936 40,371 --- 5,312 53,619
-------- --------- -------------- ---------- -----------
Balance at December 31, 1997................ $144,290 $ 677,608 $ (3,417) $ 147,696 $ 966,177
======== ========= ============== ========== ===========
The accompanying notes are an integral part of the financial statements.
F-6
44
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
1. ORGANIZATION AND FORMATION OF PARTNERSHIP
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial realty Trust, Inc. (the "Company") with an
approximate 86% ownership interest at December 31, 1997. The Company also owns
preferred units with an aggregate liquidation priority of $150,000. The Company
is a real estate investment trust ("REIT") as defined in the Internal Revenue
Code. The Company's operations are conducted primarily through the Operating
Partnership. The limited partners of the Operating Partnership own
approximately a 14% aggregate ownership interest at December 31, 1997.
The Operating Partnership owns 100% of FR Development Services, LLC, a 95%
economic interest in FR Development Services, Inc. as well as a 99% limited
partnership interest (subject in one case as described below to a preferred
limited partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P. (the
"Securities Partnership"), First Industrial Mortgage Partnership, L.P (the
"Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P. (the
"Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the
"Indianapolis Partnership") and First Industrial Development Services Group,
L.P. (together, the "Other Real Estate Partnerships"). The minority ownership
interest in FR Development Services, Inc. is not reflected in the consolidated
financial statements due to its immateriality. As of December 31, 1997, the
Operating Partnership directly owned 522 in-service properties, containing an
aggregate of approximately 34.5 million square feet (unaudited) of gross
leasable area ("GLA"). On a combined basis, as of December 31, 1997, the Other
Real Estate Partnerships owned 247 in-service properties containing an
aggregate of approximately 22.1 million square feet (unaudited) of GLA. Of the
247 properties owned by the Other Real Estate Partnerships at December 31,
1997, 193 are owned by the Financing Partnership, 19 are owned by the
Securities Partnership, 23 are owned by the Mortgage Partnership, six are owned
by the Pennsylvania Partnership, five are owned by the Harrisburg Partnership
and one is owned by the Indianapolis Partnership.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest in the Other
Real Estate Partnerships. Each general partner of the Other Real Estate
Partnerships is a wholly owned subsidiary of the Company. The general partner
of the Securities Partnership, First Industrial Securities Corporation, also
owns a preferred limited partnership interest in the Securities Partnership
which entitles it to receive a fixed quarterly distribution, and results in it
being allocated income in the same amount, equal to the fixed quarterly
dividend the Company pays on its 9.5% Series A Cumulative Preferred Stock.
Profits, losses and distributions of the Operating Partnership are
allocated to the general partner and the limited partners in accordance with
the provisions contained within its restated and amended partnership agreement.
2. BASIS OF PRESENTATION
The accompanying financial statements as of December 31, 1997 and 1996
and for the years ended December 31, 1997, 1996 and 1995 present the
consolidated ownership and operating results of the Operating Partnership, FR
Development Services, LLC and FR Development Services, Inc. Such financial
statements present the Operating Partnership's limited partnership interests in
each of the Other Real Estate Partnerships under the equity method of
accounting.
F-7
45
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Operating Partnership's financial statements,
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses. Actual results could
differ from those estimates.
Cash and Cash Equivalents:
Cash and cash equivalents include all cash and liquid investments with an
initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
Investment in Real Estate and Depreciation:
Purchase accounting has been applied when ownership interests in
properties were acquired for cash. The historical cost basis of properties has
been carried over when the The Shidler Group and the properties and businesses
contributed by three other contributing businesses ownership interests' were
exchanged for limited partnership units in the Operating Partnership on July 1,
1994 and purchase accounting has been used for all other properties that were
subsequently acquired for Units.
The Operating Partnership reviews its properties on a quarterly basis for
impairment and provides a provision if impairments are determined. First, to
determine if impairment may exist, the Operating Partnership reviews its
properties and identifies those which have had either an event of change or
event of circumstances warranting further assessment of recoverability. Then,
the Operating Partnership estimates the fair value of those properties on an
individual basis by capitalizing the expected net operating income. Such
amounts are then compared to the property's depreciated cost to determine
whether an impairment exists.
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. Repairs
and maintenance are charged to expense when incurred. Expenditures for
improvements are capitalized.
When assets are sold or retired, their costs and related accumulated
depreciation are removed from the accounts with the resulting gains or losses
reflected in net income or loss.
Investment in Other Real Estate Partnership:
Investment in Other Real Estate Partnerships represents the Operating
Partnership's limited partnership interests in the Other Real Estate
Partnerships. The Operating Partnership accounts for its Investment in Other
Real Estate Partnerships under the equity method of accounting. Under the
equity method of accounting, the Operating Partnership's share of earnings or
losses of the Other Real Estate Partnerships is reflected in income as earned
and contributions or distributions increase or decrease, respectively, the
Operating Partnership's Investment in Other Real Estate Partnerships as paid or
received, respectively.
F-8
46
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Deferred Financing Costs:
Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$212 and $32 at December 31, 1997 and 1996, respectively. Unamortized deferred
financing costs are written-off when debt is retired before the maturity date
(see Note 10).
Revenue Recognition:
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred by the Operating Partnership.
The Operating Partnership provides an allowance for doubtful accounts
against the portion of tenant accounts receivable which is estimated to be
uncollectible. Accounts receivable in the consolidated balance sheets are
shown net of an allowance for doubtful accounts of $1,000 and $221 as of
December 31, 1997 and December 31, 1996, respectively.
Income Taxes:
In accordance with partnership taxation, each of the partners are
responsible for reporting their shares of taxable income or loss.
The Operating Partnership is subject to certain state and local income,
excise and franchise taxes. The provision for such state and local taxes has
been reflected in general and administrative expense in the statement of
operations and has not been separately stated due to its insignificance.
Earnings Per Unit:
As of December 31, 1997 & 1996, there were 42,348,467 and 32,392,543
general partnership and limited partnership units outstanding, respectively.
As of December 31, 1997 & 1996, there were 60,000 and 0 general partner
preferred units outstanding.
The Operating Partnership has adopted the Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("FAS 128"). Net income per weighted average general
partnership and limited partnership unit (the "Units") - basic is based on the
weighted average Units outstanding. Net income per weighted average Unit -
diluted is based on the weighted average Units outstanding plus the effect of
in-the-money employee stock options that result in the issuance of general
partnership units. See Note 11 for the disclosure required under FAS 128.
Fair Value of Financial Instruments:
The Operating Partnership's financial instruments include short-term
investments, tenant accounts receivable, accounts payable, other accrued
expenses, mortgage loans payable, acquisition facility payable, senior
unsecured debt and interest rate protection agreements. The fair value of the
short-term investments, tenant accounts receivable, accounts payable and other
accrued expenses were not materially different from their carrying or contract
values. See Note 5 for the fair values of the mortgage loans payable,
acquisition facility payable, senior unsecured debt and interest rate
protection agreements.
F-9
47
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Derivative Financial Instruments:
The Operating Partnership's interest rate protection agreements (the
"Agreements") are used to limit the interest rate on the Financing Partnership's
$300,000 mortgage loan and fix the interest rate on anticipated offerings of
senior unsecured debt. Receipts or payments resulting from the Agreements used
to limit the interest rate on the Financing Partnership's $300,000 mortgage loan
are recognized as adjustments to equity in income of Other Real Estate
Partnerships (specifically, the Financing Partnership).
In the event that the Operating Partnership terminates these Agreements,
the Operating Partnership would recognize a gain (loss) from the
disposition of the Agreements equal to the amount of cash received or paid at
termination less the carrying value of the Agreements on the Operating
Partnership's balance sheet. Receipts or payments resulting from the settlement
of Agreements used to fix the interest rate on anticipated offerings of senior
unsecured debt are amortized over the life of the senior unsecured debt that
the Agreements were used to hedge as an adjustment to interest expense using
the effective interest method (or the straight line method if this method is
not materially different from the effective interest method). 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 Operating
Partnership's exposure is limited to the current value of the interest rate
differential, not the notional amount, and the Operating Partnership's carrying
value of the Agreements on the balance sheet. The Agreements have been
executed with creditworthy financial institutions. As such, the Operating
Partnership considers the risk of nonperformance to be remote.
Recent Accounting Pronouncements:
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". This statement, effective
for fiscal years beginning after December 15, 1997, requires the Operating
Partnership to report components of comprehensive income in a financial
statement that is displayed with the same prominence as other financial
statements. Comprehensive income is defined by Concepts Statement No. 6,
"Elements of Financial Statements" as the change in the equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. It includes all changes in equity during a period
except those resulting from investments by owners and distributions to owners.
The Operating Partnership has not yet determined its comprehensive income.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information". This statement, effective for financial statements for periods
beginning after December 15, 1997, requires that a public business enterprise
report financial and descriptive information about its reportable operating
segments. Generally, financial information is required to be reported on the
basis that it is used internally for evaluating segment performance and
deciding how to allocate resources to segments. The Operating Partnership has
not yet determined the impact of this statement on its financial statements.
Reclassification:
Certain 1996 items have been reclassified to conform to the 1997
presentation.
F-10
48
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
4. INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS
The Investment in Other Real Estate Partnerships reflects the Operating
Partnership's 99% limited partnership equity interest in the entities described
in Note 1 to these financial statements.
Summarized condensed financial information as derived from the financial
statements of the Other Real Estate Partnerships is presented below:
Condensed Combined Balance Sheets:
December 31, December 31,
1997 1996
----------------- -----------------
ASSETS
Assets:
Investment in Real Estate, Net...................................... $ 694,926 $ 613,685
Other Assets........................................................ 355,726 48,602
----------------- -----------------
Total Assets.................................................... $ 1,050,652 $ 662,287
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............................................. $ 40,000 $ 346,504
Defeased Mortgage Loan Payable...................................... 300,000 ---
Other Liabilities................................................... 23,317 13,326
----------------- -----------------
Total Liabilities............................................... 363,317 359,830
----------------- -----------------
Partners' Capital................................................... 687,335 302,457
----------------- -----------------
Total Liabilities and Partners' Capital......................... $ 1,050,652 $ 662,287
================= =================
Condensed Combined Statements of Operations:
Year Ended
--------------------------------------------
December 31, December 31, December 31,
1997 1996 1995
------------ ----------- -----------
Total Revenues.......................................................... $ 124,406 $ 102,322 $ 79,032
Property Expenses....................................................... (30,569) (28,933) (20,824)
Interest Expense........................................................ (24,760) (24,268) (22,010)
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs........................... (2,443) (3,090) (4,216)
Depreciation and Other Amortization..................................... (23,310) (21,737) (17,177)
Loss on Disposition of Interest Rate Protection Agreements.............. (2,608) --- (6,410)
Gain on Sales of Real Estate............................................. 4,275 --- ---
Extraordinary Loss...................................................... (9,458) --- ---
------------ ----------- -----------
Net Income.............................................................. $ 35,533 $ 24,294 $ 8,395
============ =========== ===========
F-11
49
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES ,
PROMISSORY NOTES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS
Mortgage Loans:
On March 20, 1996, the Operating Partnership and the Indianapolis
Partnership entered into a $36,750 mortgage loan (the "CIGNA Loan") that is
collateralized by seven properties in Indianapolis, Indiana and three
properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed
interest rate of 7.50% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan matures on April 1,
2003. The CIGNA Loan may be prepaid only after April 30, 1999 in exchange for
the greater of a 1% prepayment fee or a yield maintenance premium.
On March 20, 1996, the Operating Partnership assumed a $6,424 mortgage
loan and a $2,993 mortgage loan (together, the "Assumed Loans") that are
collateralized by 13 properties in Indianapolis, Indiana and one property in
Indianapolis, Indiana, respectively. The Assumed Loans bear interest at a
fixed rate of 9.25% and provide for monthly principal and interest payments
based on a 16.75-year amortization schedule. The Assumed Loans mature on
January 1, 2013. The Assumed Loans may be prepaid only after December 22, 1999
in exchange for the greater of a 1% prepayment fee or a yield maintenance
premium.
In conjunction with an acquisition of a portfolio of properties on January
31, 1997, the Operating Partnership assumed two mortgage loans in the amount of
$3,800 (the "LB Mortgage Loan I") and $705 (the "LB Mortgage Loan II"). The LB
Mortgage Loan I, which was collateralized by a property located in Long Island,
New York and provided for interest only payments prior to its maturity date
of July 11, 1998, was paid off and retired by the Operating Partnership
on December 19, 1997. The LB Mortgage Loan II, which is collateralized by a
property located in Long Island, New York, is interest free until February,
1998, at which time the LB Mortgage Loan II bears interest at 8.00% and
provides for interest only payments prior to maturity. The LB Mortgage Loan II
matures 180 days after the completion of a contingent event relating to the
environmental status of the property collateralizing the loan.
In conjunction with the acquisition of a portfolio of properties on
October 23, 1997, the Operating Partnership assumed a mortgage loan in the
amount of $4,153 (the "Acquisition Mortgage Loan I"). The Acquisition Mortgage
Loan I is collateralized by a property in Bensenville, Illinois, bears interest
at a fixed rate of 8.50% and provides for monthly principal and interest
payments based on a 15-year amortization schedule. The Acquisition Mortgage
Loan I matures on August 1, 2008. The Acquisition Mortgage Loan I may be
prepaid after July 15, 1998 in exchange for a prepayment fee.
In conjunction with the acquisition of a portfolio of properties on
December 9, 1997, the Operating Partnership assumed a mortgage loan in the
amount of $7,997 (the "Acquisition Mortgage Loan II"). The Acquisition
Mortgage Loan II is collateralized by ten properties in St. Charles, Louisiana,
bears interest at a fixed rate of 7.75% and provides for monthly principal and
interest payments based on a 22-year amortization schedule. The Acquisition
Mortgage Loan II matures on April 1, 2006. The Acquisition Mortgage Loan II
may be prepaid only after April 9, 1999 in exchange for the greater of a 1%
prepayment fee or a yield maintenance premium.
In conjunction with the acquisition of a portfolio of properties on
December 23, 1997, the Operating Partnership assumed a mortgage loan in the
amount of $3,598 (the "Acquisition Mortgage Loan III"). The Acquisition
Mortgage Loan III is collateralized by two properties in Houston, Texas, bears
interest at a fixed interest rate of 8.875% and provides for monthly principal
and interest payments based on a 20-year amortization schedule. The
Acquisition Mortgage Loan III matures on June 1, 2003. The Acquisition
Mortgage Loan III may be prepaid only after June 30, 1998 in exchange for the
greater of a 2% prepayment fee or a yield maintenance premium.
F-12
50
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES, PROMISSORY
NOTES PAYABLE AND INTEREST RATE
PROTECTION AGREEMENTS, CONTINUED
Senior Unsecured Debt:
On April 4, 1997, the Operating Partnership entered into a $309,800
unsecured loan (the "Defeasance Loan"). The Defeasance Loan bore interest at
LIBOR plus 1% and had a scheduled maturity of July 1, 1999. The gross proceeds
from the Defeasance Loan were contributed to the Financing Partnership which
used the contribution to purchase U.S. Government Securities as substitute
collateral to execute a legal defeasance of its $300,000 mortgage loan. The
Defeasance Loan was paid off and retired in May, 1997 (See Note 10).
On May 13, 1997, the Operating Partnership issued $150,000 of senior
unsecured debt which matures on May 15, 2007 and bears a coupon interest rate
of 7.60% (the "2007 Notes"). The issue price of the 2007 Notes was 99.965%.
Interest is paid semi-annually in arrears on May 15 and November 15. The
Operating Partnership also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2007 Notes prior to issuance.
The debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2007 Notes as an
adjustment to the interest expense. The 2007 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.
On May 13, 1997, the Operating Partnership issued $100,000 of senior
unsecured debt which matures on May 15, 2027, and bears a coupon interest rate
of 7.15% (the "2027 Notes"). The issue price of the 2027 Notes was 99.854%.
The 2027 Notes are redeemable, at the option of the holders thereof, on May 15,
2002. Interest is paid semi-annually in arrears on May 15 and November 15.
The Operating Partnership also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2027 Notes prior to
issuance. The debt issue discount and the settlement amount of the interest
rate protection agreement are being amortized over the life of the 2027 Notes
as an adjustment to interest expense. The 2027 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.
On May 22, 1997, the Operating Partnership issued $100,000 of senior
unsecured debt which matures on May 15, 2011 and bears a coupon interest rate
of 7.375% (the "2011 Notes"). The issue price of the 2011 Notes was 99.348%.
Interest is paid semi-annually in arrears on May 15 and November 15. The 2011
Notes are redeemable, at the option of the holder thereof, on May 15, 2004 (the
"Put Option"). The Operating Partnership received approximately $1,781 of
proceeds from the holder of the 2011 Notes as consideration for the Put Option.
The Operating Partnership amortizes the Put Option amount over the life of the
Put Option as an adjustment to interest expense. The Operating Partnership also
entered into an interest rate protection agreement which was used to fix the
interest rate on the 2011 Notes prior to issuance. The debt issue discount and
the settlement amount of the interest rate protection agreement are being
amortized over the life of the 2011 Notes as an adjustment to interest expense.
The 2011 Notes contain certain covenants including limitation on incurrence of
debt and debt service coverage.
On November 20, 1997, the Operating Partnership issued $50,000 of senior
unsecured debt which matures on November 21, 2005 and bears a coupon interest
rate of 6.90% (the "2005 Notes"). The issue price of the 2005 Notes was 100%.
Interest is paid semi-annually in arrears on May 21 and November 21. The 2005
Notes contain certain covenants including limitation on incurrence of debt and
debt service coverage.
On November 24, 1997, the Operating Partnership entered into a $25,000
unsecured loan (the "November 1997 Unsecured Loan"). The November 1997
Unsecured Loan bore interest at LIBOR plus .80% and had a scheduled maturity
date of December 31, 1997. The November 1997 Unsecured Loan was paid off and
retired on December 5, 1997.
F-13
51
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES, PROMISSORY
NOTES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
On December 8, 1997, the Operating Partnership issued $150,000 of senior
unsecured debt which matures on December 1, 2006 and bears a coupon interest
rate of 7.00% (the "2006 Notes"). The issue price of the 2006 Notes was 100%.
Interest is paid semi-annually in arrears on June 1 and December 1. The
Operating Partnership also entered into an interest rate protection agreement
which was used to fix the interest rate on the 2006 Notes prior to issuance.
The settlement amount of the interest rate protection agreement is being
amortized over the life of the 2006 Notes as an adjustment to interest expense.
The 2006 Notes contain certain covenants including limitation on incurrence of
debt and debt service coverage.
On December 8, 1997, the Operating Partnership issued $100,000 of senior
unsecured debt which matures on December 1, 2017 and bears a coupon interest
rate of 7.50% (the "2017 Notes"). The issue price of the 2017 Notes was
99.808%. Interest is paid semi-annually in arrears on June 1 and December 1.
The Operating Partnership will amortize the debt issue discount over the life
of the 2017 Notes as an adjustment to interest expense. The 2017 Notes may be
redeemed at any time at the option of the Operating Partnership, in whole or in
part, at a redemption price equal to the sum of the principal amount of the
2017 Notes being redeemed plus accrued interest thereon to the redemption date
and any make-whole amount, as defined in the Prospectus Supplement Relating to
the 2017 Notes.
Acquisition Facilities:
In connection with the Initial Offering, the Operating Partnership,
entered into a $100,000 collateralized revolving credit facility (the "1994
Acquisition Facility"). During the quarter ended June 30, 1995, the capacity
of the 1994 Acquisition Facility was increased to $150,000. Borrowings under
the 1994 Acquisition Facility bore interest at a floating rate equal to LIBOR
plus 2.00% or a "Corporate Base Rate" plus .50%, at the Operating Partnership's
election. Effective July 12, 1996, the lenders reduced the interest rate to
LIBOR plus 1.75%. In December 1996, the Operating Partnership terminated the
1994 Acquisition Facility (see Note 10) and entered into a $200,000 unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility") which
initially bore interest at LIBOR plus 1.10% or a "Corporate Base Rate" plus
.25% and provided for interest only payments until the maturity date. In
December 1997, the Operating Partnership terminated the 1996 Unsecured
Acquisition Facility (see Note 10) and entered into a $300,000 unsecured
revolving credit facility (the "1997 Unsecured Acquisition Facility") which
initially bears interest at LIBOR plus .80% or a "Corporate Base Rate", at the
Operating Partnership's election, and provides for interest only payments until
maturity. The Operating Partnership may borrow under the facility to finance
the acquisition of additional properties and for other corporate purposes,
including to obtain additional working capital. The 1997 Unsecured Acquisition
Facility contains certain financial covenants relating to debt service
coverage, market value net worth, dividend payout ratio and total funded
indebtedness.
In December 1995, the Operating Partnership entered into a $24,219
collateralized revolving credit facility (the "1995 Credit Line"). The 1995
Credit Line bore interest at a floating rate of LIBOR plus 2.45%. The Operating
Partnership terminated the 1995 Credit Line in February 1996 (see Note 10).
In May 1996, the Operating Partnership entered into a $10,000
collateralized revolving credit facility (the "1996 Credit Line"). The 1996
Credit Line bore interest at a floating rate from LIBOR plus 2.45% to
LIBOR plus
F-14
52
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES, PROMISSORY
NOTES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
2.75%, depending on the term of the interest rate option. The Operating
Partnership terminated the 1995 Credit Line in November 1996 (see Note 10).
In September 1996, the Operating Partnership entered into a $40,000
revolving credit facility (the "1996 Acquisition Facility"). Borrowings under
the 1996 Acquisition Facility bore interest at a floating rate equal to LIBOR
plus 2.00% or a "Corporate Base Rate" plus .50%, at the Operating Partnership's
election. The Operating Partnership terminated the 1996 Acquisition Facility
in November 1996 (see Note 10).
Promissory Notes Payable:
On September 30, 1996, 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. Both Promissory Notes bore interest at 8.00%. The
Promissory Notes were paid off and retired on January 6, 1997.
The following table discloses certain information regarding the Operating
Partnership's mortgage loans, senior unsecured debt, acquisition facility and
promissory notes payable:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
------------------------------- --------------------------------- ----------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
1997 1996 1997 1996 1997 DATE
------------- ------------- ------------ ------------ ----------- ---------
MORTGAGE LOANS PAYABLE
CIGNA Loan....................... $ 35,813 $ 36,363 $ --- $ --- 7.50% 4/01/03
Assumed Loans.................... 8,950 9,215 --- --- 9.25% 1/01/13
LB Mortgage Loan II.............. 705 --- --- --- (1) (1)
Acquisition Mortgage Loan I...... 4,135 --- 29 --- 8.50% 8/01/08
Acquisition Mortgage Loan II..... 7,997 --- 52 --- 7.75% 4/01/06
Acquisition Mortgage Loan III.... 3,598 --- 27 --- 8.875% 6/01/03
------------ ---------- ---------- ------------
Total............................ $ 61,198 $ 45,578 $ 108 $ ---
============ ========== ========== ============
SENIOR UNSECURED DEBT
- - ---------------------
2005 Notes....................... $ 50,000 $ --- $ 393 $ --- 6.90% 11/21/05
2006 Notes....................... 150,000 --- 671 --- 7.00% 12/01/06
2007 Notes....................... 149,951 (2) --- 1,457 --- 7.60% 5/15/07
2011 Notes....................... 99,377 (2) --- 942 --- 7.375% 5/15/11 (3)
2017 Notes....................... 99,809 (2) --- 479 --- 7.50% 12/01/17 (4)
2027 Notes ...................... 99,857 (2) --- 914 --- 7.15% 5/15/27 (5)
------------ ---------- ---------- ------------
Total............................ $ 648,994 $ --- $ 4,856 $ ---
============ ========== ========== ============
ACQUISITION FACILITY PAYABLE
- - ----------------------------
1996 Unsecured Acquisition
Facility....................... $ --- $ 4,400 $ --- $ 3 N/A N/A
1997 Unsecured Acquisition
Facility....................... 129,400 --- 297 --- 6.77% 4/30/01
------------ ---------- ---------- ------------
Total............................ $ 129,400 $ 4,400 $ 297 $ 3
============ ========== ========== ============
PROMISSORY NOTES PAYABLE
- - ------------------------
Promissory Notes................. $ --- $ 9,919 $ --- $ 68 N/A 1/06/97
============ ========== ========== ============
(1) The LB Mortgage Loan II is interest free until February 1998 at which
time the mortgage loan bears interest at 8%. The loan matures as
described above.
(2) The 2007 Notes, 2011 Notes, 2017 Notes and 2027 Notes are net of
unamortized discounts of $49, $623, $191 and $143, respectively.
(3) The 2011 Notes are redeemable at the option of the holder thereof, on May
15, 2004.
(4) The 2017 notes are redeemable at the option of the Operating Partnership
at any time based upon a predetermined formula.
(5) The 2027 Notes are redeemable at the option of the holders thereof, on
May 15, 2002.
F-15
53
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES, PROMISSORY
NOTES PAYABLE AND INTEREST RATE
PROTECTION AGREEMENTS, CONTINUED
Fair Value:
At December 31, 1996 the fair value of the Operating Partnership's
mortgage loans payable, acquisition facility payable and promissory
notes payable were not materially different from their carrying values. The
value of the interest rate protection agreements was approximately $4,101. At
December 31, 1997, the fair value of the Operating Partnership's mortgage loans
payable , senior unsecured debt, acquisition facility payable and interest rate
protection agreements were as follows:
Carrying Fair
Amount Value
------------ -----------
Mortgage Loans Payable.......... $ 61,198 $ 65,031
Senior Unsecured Debt........... 648,994 666,954
Acquisition Facility Payable.... 129,400 129,400
Interest Rate Protection
Agreements.................... -- (4,974)
----------- ----------
Total........................... $ 839,592 $ 856,411
=========== ==========
The following is a schedule of maturities of the mortgage loans, senior
unsecured debt and acquisition facility payable for the next five years ending
December 31, and thereafter:
Amount
-----------
1998 $ 1,407
1999 1,527
2000 1,657
2001 131,198
2002 1,950
Thereafter 702,154
--------
Total $839,893
========
Interest Rate Protection Agreements:
On July 1, 1995, the Operating Partnership entered into interest rate swap
agreements (the "1995 Interest Rate Protection Agreements") with a notional
value of $300,000, which, together with the interest rate protection agreements
the Financing Partnership owned, effectively fixed the annual interest rate on
the Financing Partnership's $300,000 mortgage loan at 6.97% for six years
through June 30, 2001. The costs of the 1995 Interest Rate Protection
Agreements had been capitalized and were being amortized over the
respective terms of the 1995 Interest Rate Protection Agreements. On May
16, 1997, the Operating Partnership sold the 1995 Interest Rate Protection
Agreements (see Note 9).
F-16
54
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
5. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITIES, PROMISSORY
NOTES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED
The Operating Partnership, from time to time, enters into interest rate
protection agreements which are used to lock into a fixed interest rate on an
anticipated offering of senior unsecured debt. At December 31, 1997, the
following interest rate protection agreements were outstanding:
Notional Value Interest Rate Valuation Basis Settlement Date
--------------- --------------- ---------------- ---------------
$100,000 6.037% 10-Year Treasury July 1, 1998
$100,000 6.317% 30-Year Treasury July 1, 1998
$100,000 5.999% 30-Year Treasury January 4, 1999
6. PARTNERS' CAPITAL
The Operating Partnership has issued general partnership units, limited
partnership units and preferred general partnership units. The general
partnership units resulted from capital contributions from the Company. The
limited partnership units are issued in conjunction with the acquisition of
certain properties (See discussion below). The preferred general partnership
units result from preferred capital contributions from the Company. The
Operating Partnership will be required to make all required distributions on
the preferred general partnership units prior to any distribution of cash or
assets to the holders of the general and limited partnership units except for
distributions required to enable the Company to maintain its qualification as a
Real Estate Investment Trust.
Contributions:
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 net proceeds of $106,343 received
from the February 1996 Equity Offering were contributed to the Operating
Partnership in exchange for 5,175,000 Operating Partnership units (the "Units")
and are reflected in the Operating Partnership's financial statements as a
general partner contribution.
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 net proceeds of $137,697 received from
the October 1996 Equity Offering were contributed to the Operating Partnership
in exchange for 5,750,000 Units and are reflected in the Operating Partnership's
financial statements as a general partner contribution.
During 1996, the Operating Partnership issued 1,038,712 Units valued, in
the aggregate, at $23,863 in exchange for interests in certain properties.
These contributions are reflected in the Operating Partnership's financial
statements as limited partners contributions.
On September 16, 1997, the Company issued 637,440 shares of $.01 par value
common stock (the "September 1997 Equity Offering"). The net proceeds of
$18,900 received from the September 1997 Equity Offering were contributed to
the Operating Partnership in exchange for 637,440 Units in the Operating
Partnership and are reflected in the Operating Partnership's financial
statements as a general partner contribution.
On October 15, 1997, the Company issued 5,400,000 shares of $.01 par value
common stock (the "October 1997 Equity Offering"). The net proceeds of $176,556
received from the October 1997 Equity Offering were contributed to the
Operating Partnership in exchange for 5,400,000 Units and are reflected in the
Operating Partnership's financial statements as a general partner contribution.
During 1997, the Operating Partnership issued 3,634,148 Units valued, in
the aggregate, at $115,231 in exchange for interests in certain properties.
These contributions are reflected in the Operating Partnership's financial
statements as limited partners contributions.
Preferred Contributions:
On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value,
Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an
initial offering price of $25 per Depositary Share. The net proceeds of
$96,292 million received from the Series B Preferred Stock were contributed to
the Operating Partnership in exchange for 8 3/4% Series B Cumulative Preferred
Units (the "Series B Preferred Units") and are reflected in the Operating
Partnership's financial statements as a general partner preferred unit
contribution.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value,
Series C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an
F-17
55
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
6. PARTNERS' CAPITAL, CONTINUED
initial offering price of $25 per Depositary Share. The net proceeds of $47,997
million received from the Series C Preferred Stock were contributed to the
Operating Partnership in exchange for 8 5/8% Series C Cumulative Preferred
Units (the "Series C Preferred Units") and are reflected in the Operating
Partnership's financial statements as a general partner preferred unit
contribution.
7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 1997, the Operating Partnership acquired 380 industrial properties
comprising approximately 21.0 million square feet (unaudited) of GLA for a
total purchase price of approximately $817,058 and completed the development of
eight properties comprising approximately 1.2 million square feet (unaudited)
of GLA at a cost of approximately $38,008.
8. SALES OF REAL ESTATE
In 1996, the Operating Partnership sold six in-service properties.
Gross proceeds from these sales totaled approximately $14,972. The gain on
sales totaled approximately $4,344.
In 1997, the Operating Partnership sold three in-service properties, one
property held for redevelopment and land parcels. Gross proceeds from these
sales totaled approximately $16,083. The gain on sales totaled approximately
$728.
9. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS
In May 1997, the Operating Partnership sold the 1995 Interest Rate
Protection Agreements. The gross proceeds from the sale of the Interest Rate
Protection Agreements were approximately $6,440. The gain on disposition of
the interest rate protection agreements totaled approximately $4,038.
10. EXTRAORDINARY ITEMS
In 1996, the Operating Partnership terminated the 1994 Acquisition
Facility, the 1995 Credit Line, the 1996 Credit Line and the 1996 Acquisition
Facility before their contractual maturity date. As a result of these early
retirements, the Operating Partnership recorded an extraordinary loss of $2,273
comprised of a prepayment fee, the write-off of unamortized deferred financing
fees, legal costs and other expenses.
In 1997, the Operating Partnership terminated the Defeasance Loan and the
1996 Unsecured Acquisition Facility before their contractual maturity date.
As a result of these early retirements, the Operating Partnership recorded an
extraordinary loss of $4,666 comprised of the write off of unamortized deferred
financing fees, legal costs and other expenses.
F-18
56
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
11. EARNINGS PER UNIT
In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("FAS 128"), effective for financial
statements ending after December 15, 1997. As required by this statement, the
Operating Partnership adopted the new standard for computing and presenting
earnings per Unit (EPU) for the year ended December 31, 1997, and for all
prior-periods' EPU data is presented herein. The computation of basic and
diluted EPU, as prescribed by FAS 128, is presented below:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -------------
Numerator:
- - ----------
Income Before Extraordinary Loss................................ $ 58,285 $ 36,921 $ 12,123
Less: Preferred Unit Distributions........................... (7,936) --- ---
------------ ------------ -------------
Net Income Available to
Unitholders before Extraordinary
Loss - For Basic and Diluted EPU........................... 50,349 36,921 12,123
Extraordinary Loss............................................. (4,666) (2,273) ---
------------ ------------ -------------
Net Income Available to Unitholders - For Basic
and Diluted EPU.............................................. $ 45,683 $ 34,648 $ 12,123
============ ============ =============
Denominator:
- - ------------
Weighted Average Units Outstanding at
December 31, 1997, 1996 and 1995, respectively-Basic.......... 35,681,562 26,762,731 20,418,832
Effect of Dilutive Securities:
Employee Common Stock Options of the Company that result in the
issuance of general partnership units........................ 305,686 86,447 ---
------------ ------------ -------------
Weighted Average Units Outstanding at December 31, 1997,
1996 and 1995, respectively-Diluted.......................... 35,987,248 26,849,178 20,418,832
============ ============ =============
Basic EPU:
- - ----------
Net Income Available to Unitholders Before Extraordinary
Loss........................................................... $ 1.41 $ 1.38 $ .59
============ ============ =============
Extraordinary Loss.............................................. $ (.13) $ (.09) $ ---
============ ============ =============
Net Income Available to Unitholders............................. $ 1.28 $ 1.29 $ .59
============ ============ =============
Diluted EPS:
Net Income Available to Unitholders Before Extraordinary
Loss........................................................... $ 1.40 $ 1.38 $ .59
============ ============ =============
Extraordinary Loss.............................................. $ (.13) $ (.09) $ ---
============ ============ =============
Net Income Available to Unitholders............................. $ 1.27 $ 1.29 $ .59
============ ============ =============
F-19
57
0
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
12. FUTURE RENTAL REVENUES
The Operating Partnership's properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursements of expenses, under noncancelable operating leases in effect as
of December 31, 1997 are approximately as follows:
1998 $ 138,488
1999 112,412
2000 83,551
2001 64,776
2002 47,439
Thereafter 107,459
---------------
Total $ 554,125
===============
13. EMPLOYEE BENEFIT PLANS
The Company maintains two stock incentive plans (the "Stock Incentive
Plans") which are administered by the Compensation Committee of the Board of
Directors of the Company. The exercise of employee stock options results in a
contribution from the general partner to the Operating Partnership. Only
officers and other employees of the Company and its affiliates generally are
eligible to participate in the Stock Incentive Plans. However, independent
Directors of the Company receive automatic annual grants of options to purchase
10,000 shares at a per share exercise price equal to the fair market value of a
share on the date of grant.
The Stock Incentive Plans authorize (i) the grant of stock options that
qualify as incentive stock options under Section 422 of the Code, (ii) the
grant of stock options that do not so qualify, (iii) restricted stock awards,
(iv) performance share awards and (v) dividend equivalent rights. The exercise
price of stock options will be determined by the Compensation Committee, but
may not be less than 100% of the fair market value of the shares on the date of
grant. Special provisions apply to awards granted under the Stock Incentive
Plans in the event of a change in control in the Company. As of January 30,
1998, the Company has authorized 7.7 million shares for issuance under the
Stock Incentive Plans, of which 1.7 million 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 Average
Exercise Price per Exercise
Share Share Price 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) $23.50 $23.50
Expired or Terminated...................................... (12,000) $23.50 $23.50
-----------
Outstanding at December 31, 1996.............................. 1,093,500 $22.49 $18.25-$25.63
Granted.................................................... 538,000 $30.32 $28.50-$30.375
Exercised.................................................. (300,000) $22.50 $18.25-$23.50
-----------
Outstanding at December 31, 1997.............................. 1,331,500 $25.67 $18.25-$30.375
===========
F-20
58
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
13. EMPLOYEE BENEFIT PLANS, CONTINUED
The following table summarizes currently outstanding and exercisable
options as of December 31, 1997:
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-$25.63 793,500 7.28 $22.52 793,500 $ 22.52
$28.50-$30.50 538,000 9.37 $30.32 229,000 $30.375
The Operating Partnership applies Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," in accounting for the Company's
Stock Incentive Plans. Accordingly, no compensation expense has been
recognized in the consolidated statements of operations. Had compensation cost
for the Company's Stock Incentive Plans been determined based upon the fair
value at the grant date for awards under the Stock Incentive Plans consistent
with the methodology prescribed under Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", net income and
earnings per Unit would have been the pro forma amounts indicated in the
table below:
For the Year Ended
----------------------------------------------------
1997 1996 1995
-------------- ----------------- -----------------
Net Income Available to Unitholders-as reported....................... $ 45,683 $ 34,648 $ 12,123
Net Income Available to Unitholders-pro forma......................... $ 44,403 $ 34,142 $ 12,123
Net Income Available to Unitholders-per Unit as reported- Basic....... $ 1.28 $ 1.29 $ .59
Net Income Available to Unitholders-per Unit pro forma- Basic......... $ 1.24 $ 1.28 $ .59
Net Income Available to Unitholders-per Unit - as reported - diluted.. $ 1.27 $ 1.29 $ .59
Net Income Available to Unitholders-per Unit - pro forma
- diluted........................................................... $ 1.23 $ 1.27 $ .59
The fair value of each option grant is estimated on the
date of grant using the Black-Scholes
option pricing model with the following weighted
average assumptions:
Expected dividend yield........................................... 8.15% 7.16% 7.16%
Expected stock price volatility................................... 20.01% 18.12% 18.12%
Risk-free interest rate........................................... 6.48% 6.81% 6.05%
Expected life of options.......................................... 3.78 7.37 5.51
The weighted average fair value of options granted during 1997, 1996 and 1995
is $2.72, $2.43 and $1.84 per option, respectively.
In September 1994, the Board of Directors of the Company 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. For the year ended December 31, 1997, the
Company made a matching contribution of approximately $108. In March 1996, the
Board of Directors approved and the Company adopted a Deferred Income Plan (the
"Plan"). Under the Plan, 194,164 unit awards and 138,500 unit awards were
granted for the years ended December 31, 1997 and 1996, respectively, providing
the recipients with deferred income benefits which vest in three equal annual
installments. The expense related to these deferred income benefits is included
in general and administrative expenses in the consolidated statements of
operations of the Operating Partnership.
During 1997, the Company awarded 59,946 shares of restricted Common Stock
to certain employees, 1,274 of restricted common stock to certain Directors
and certain other employees of the Company converted
F-21
59
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
13. EMPLOYEE BENEFIT PLANS, CONTINUED
certain employee stock options to 54,936 shares of restricted common stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of common stock had a fair value of $3,655 on the date of
grant. The restricted common stock vests over a period from two to ten years.
Compensation expense will be charged to earnings in the Operating Partnership's
consolidated statemetns of operations over the vesting period.
14. RELATED PARTY TRANSACTIONS
The Operating Partnership often obtains title insurance coverage for its
properties from an entity for which an independent Director of the Company
became the President, Chief Executive Officer and a Director in 1996.
On November 19, 1997, the Operating Partnership exercised an option that
was granted on March 19, 1996 to purchase a 100,000 square foot (unaudited)
bulk warehouse property located in Indianapolis, Indiana for approximately
$3,338. The property was purchased from a partnership in which one of the
Operating Partnership's Senior Regional Directors was a limited partner.
From time to time, the Operating Partnership utilizes real estate
brokerage services from CB Commercial for which a relative of one of the
Company's senior executive officers is an employee.
15. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
---------- ---------- ----------
Interest paid, net of
capitalized interest......................... $ 19,909 $ 5,069 $ 6,255
========== ========== ==========
Interest capitalized........................... $ 1,151 $ 501 $ 266
========== ========== ==========
Supplemental schedule of noncash investing and financing activities:
Distribution payable on Units.................. $ 22,010 $ 16,281 $ 9,954
========== ========== ==========
Exchange of limited partner units for general partner units:
Limited Partnership Interest................. $ (3,395) $ (943) $ (1,005)
General Partnership Interest................. 3,395 943 1,005
---------- ---------- ----------
$ --- $ --- $ ---
========== ========== ==========
Sale of interest rate
protection agreement......................... $ --- $ --- $ (4,380)
Purchase of interest rate
protection and swap
agreements................................... --- --- 4,380
---------- ---------- ----------
$ --- $ --- $ ---
========== ========== ==========
In conjunction with the property acquisitions, the following assets and liabilities were assumed:
Purchase of real estate........................ $ 817,058 $ 252,991 $ 63,855
Mortgage loans................................. (20,272) (9,417) ---
Promissory notes............................... --- (9,919) ---
Operating partnership units.................... (115,230) (23,863) ---
Accounts receivable............................ --- --- 153
Accounts payable and
accrued expenses............................. (11,064) (2,626) (1,115)
---------- ---------- ----------
Acquisition of real estate..................... $ 670,492 $ 207,166 $ 62,893
========== ========== ==========
In conjunction with the capitalization of the Other Real Estate Partnerships in 1995, the following
assets and liabilities were contributed:
Land .............................................. $ 20,151
Building and improvements ......................... 115,192
Accumulated depreciation .......................... (3,446)
Restricted cash ................................... 802
Deferred rent receivable .......................... 387
Deferred financing costs .......................... 854
Prepaid expenses and other assets ................. 579
Acquisition facilities payable .................... (81,450)
Accounts payable and accrued expenses ............. (513)
-------
Investment in affiliates ..................... $52,556
=======
F-22
60
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
16. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Operating Partnership is involved in
legal actions arising from the ownership of its properties. In management's
opinion, the liabilities, if any, that may ultimately result from such legal
actions are not expected to have a materially adverse effect on the
consolidated financial position, operations or liquidity of the Operating
Partnership.
Sixteen 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
Operating Partnership's net book value of the asset. The Operating Partnership
has no notice of any exercise of any tenant purchase option.
The Operating Partnership has committed to the construction of four
development projects totaling approximately .5 million square feet (unaudited)
of GLA. The estimated total construction costs are approximately $17,689
(unaudited). These developments are expected to be funded with cash flow from
operations as well as borrowings under the 1997 Unsecured Acquisition
Facility.
At December 31, 1997, the Operating Partnership had two letters of credit
outstanding in the amounts of $980 and $329. The $980 letter of credit was
required under the Company's original issuance of the Series A Preferred Stock
to guarantee the payment of one quarter's dividend on the Series A Preferred
Stock. The Guarantee Agent of the Series A Preferred Stock is the beneficiary
of this letter of credit which expires on June 29, 1998. The $329 letter of
credit is pledged to a municipality to guarantee the completion of certain site
improvements at one of the Other Real Estate Partnerships property developments.
It expires on August 31, 1998.
17. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 1998 thorugh March 26, 1998, the Operating
Partnership purchased 49 industrial properties containing an aggregate of 3.1
million square feet of GLA for approximately $111,744, or $36.44 per square
foot. The aggregate purchase price consisted of approximately $109,773 million
in cash and Units valued at approximately $1,971.
On January 2, 1998, the Operating Partnership entered into an interest
rate protection agreement to lock into a fixed interest rate on an anticipated
offering of senior unsecured debt. The interest rate protection agreement had
a notional value of $50,000, an interest rate of 5.937% and a settlement date
of October 2, 1998. This interest rate protection agreement's value is based on
the 30-year treasury.
On January 27, 1998, the Operating Partnership filed Amendment No. 1 to
Form S-3 which registered approximately $400,000 of debt securities.
On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series
D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of approximately
$120,563 were contributed to the Operating Partnership in exchange for 7.95%
Series D Cumulative Preferred Units.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series
E Cumulative Preferred Stock ("Series E Preferred Stock") at an initial
offering price of $25 per depositary share. The net proceeds of $72,138 were
contributed to the Operating Partnership in exchange for 7.90% Series E
Cumulative Preferred Units.
In March, 1998, the Operating Partnership declared a first quarter
distribution of $.53 per Unit which is payable on April 20, 1998. The
Operating Partnership also declared a first quarter distribution of
$54.688 per
F-23
61
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
17. SUBSEQUENT EVENTS (UNAUDITED), CONTINUED
Series B Preferred Unit, $53.906 Series C Preferred Unit and a period prorated
preferred unit distribution of $30.365 per Series D Preferred Unit which is
payable on March 31, 1998.
On March 26, 1998, the Operating Partnership entered into an
underwriting agreement with J.P. Morgan Securities Inc. ("J.P. Morgan") and
certain other underwriters named therein (the "Underwriters"), pursuant to
which the Operating Partnership agreed to issue and sell $100.0 million of its
6 1/2% Dealer remarketable securities due April 5, 2011 (the "Drs."). The Drs.
will bear interest at 6 1/2% from the date of issuance through April 5, 2001.
On April 5, 2001, the Drs. will be subject to mandatory tender to J.P. Morgan,
as the remarketing dealer, if they elect to remarket the Drs. If J.P. Morgan
elects not to remarket the Drs., the Operating Partnership will be required to
repurchase the Drs. on April 5, 2001 at 100% of the principal amount thereof
plus accrued and unpaid interest.
18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
YEAR ENDED DECEMBER 31, 1997
------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ----------
Total Revenues.........................................................$ 18,899 $ 21,379 $ 24,032 $34,256
Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Real Estate, Equity in Income
of Other Real Estate Partnerships and Extraordinary Loss............. 6,386 3,709 4,836 7,291
Disposition of Interest Rate Protection Agreements..................... --- 4,038 --- ---
Gain on Sales of Properties............................................ --- 460 77 191
Income Before Equity in Income of Other Real Estate Partnerships
and Extraordinary Loss............................................... 6,386 8,207 4,913 7,482
Equity in Income of Other Real Estate Partnerships..................... 5,834 2,196 11,472 11,795
Income Before Extraordinary Loss....................................... 12,220 10,403 16,385 19,277
Extraordinary Loss..................................................... --- (3,428) --- (1,238)
----------- ---------- --------- -------
Net Income............................................................. 12,220 6,975 16,385 18,039
Preferred Unit Distributions........................................... --- 1,405 3,265 3,266
----------- ---------- --------- -------
Net Income Available to Unitholders....................................$ 12,220 $ 5,570 $ 13,120 $14,773
=========== ========== ========= =======
Earnings Per Unit:
Net Income Available to Unitholders Before Extraordinary Loss per
Weighted Average Unit Outstanding:
Basic......................................................$ .37 $ .26 $ .38 $ .39
=========== ========== ========= =======
Diluted....................................................$ .36 $ .26 $ .38 $ .39
=========== ========== ========= =======
Net Income Available to Unitholders per Weighted Average and Unit
Outstanding:
Basic......................................................$ .37 $ .16 $ .38 $ .36
=========== ========== ========= =======
Diluted....................................................$ .36 $ .16 $ .38 $ .36
=========== ========== ========= =======
YEAR ENDED DECEMBER 31, 1996
------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ----------
Total Revenues.........................................................$ 5,920 $ 9,283 $ 9,881 $12,503
Income Before Gain on Sales of Real Estate, Equity in Income
of Other Real Estate Partnerships and Extraordinary Loss............. 1,630 2,425 3,125 5,267
Gain on Sales of Properties............................................ --- 4,320 --- 24
Income Before Equity in Income of Other Real Estate Partnerships
and Extraordinary Loss............................................... 1,630 6,745 3,125 5,291
Equity in Income of Other Real Estate Partnerships..................... 4,496 5,123 5,127 5,384
Income Before Extraordinary Loss....................................... 6,126 11,868 8,252 10,675
Extraordinary Loss..................................................... (821) --- --- (1,452)
----------- ---------- --------- -------
Net Income............................................................. 5,305 11,868 8,252 9,223
Preferred Unit Distributions........................................... --- --- --- ---
----------- ---------- --------- -------
Net Income Available to Unitholders....................................$ 5,305 $ 11,868 $ 8,252 $ 9,223
=========== ========== ========= =======
Earnings Per Unit:
Net Income Available to Unitholders Before Extraordinary Loss per Weighted Average
Unit Outstanding:
Basic......................................................$ .26 $ .45 $ .31 $ .35
=========== ========== ========= =======
Diluted....................................................$ .26 $ .45 $ .31 $ .35
=========== ========== ========= =======
Net Income Available to Unitholders per Weighted Average Unit
Outstanding:
Basic......................................................$ .22 $ .45 $ .31 $ .30
=========== ========== ========= =======
Diluted....................................................$ .22 $ .45 $ .31 $ .30
=========== ========== ========= =======
F-24
62
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
19. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following Pro Forma Condensed Statements of Operations for the years
ended December 31, 1997 and 1996 are presented as if the acquisition of 491
properties between January 1, 1996 and December 31, 1997 had been acquired on
either January 1, 1996 or the lease commencement date if the property was
developed and as if the February 1996 Equity Offering, the October 1996 Equity
Offering, the Series B Preferred Units, the Series C Preferred Units, the
September 1997 Equity Offering, the October 1997 Equity Offering, the
assumption of $66.5 million of secured debt, the issuance of the 2005 Notes,
the issuance of the 2006 Notes and the issuance of the 2017 Notes had been
completed on January 1, 1996.
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
Year Ended
----------------------------
December 31, December 31,
1997 1996
------------ -------------
Total Revenues................................................. 168,175 $ 157,338
Property Expenses.............................................. 49,553 46,783
General and Administrative Expense............................. 5,820 4,014
Interest Expense............................................... 37,375 23,114
Depreciation and Other Amortization............................ 369 25,285
Amortization of Interest Rate Protection Agreements
and Deferred Financing Costs.................................. 27,122 196
----------- ------------
Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Properties,
Minority Interest and Extraordinary Item...................... 47,936 57,946
Disposition of Interest Rate Protection Agreements............. 4,038 ---
Gain on Sales of Properties.................................... 728 4,344
----------- ------------
Income Before Equity in Income of Other Real Estate
Partnerships.................................................. 52,702 62,290
Equity in Income of Other Real Estate Partnerships............. 31,668 21,667
----------- ------------
Income Before Preferred Distributions.......................... 84,370 83,957
Preferred Distributions........................................ (13,066) (13,066)
----------- ------------
Income Available to Unitholders................................ $ 71,304 $ 70,891
=========== ============
Income Available to Unitholders Per Weighted Average
Unit - Basic.................................................. $ 1.69 $ 1.68
=========== ============
Income Available to Uniteholders Per Weighted Average
Unit - Diluted................................................ $ 1.68 $ 1.68
=========== ============
F-25
63
OTHER REAL ESTATE PARTNERSHIPS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Accountants...................................................... F-27
Combined Balance Sheets of the Other Real Estate Partnerships as of December 31,
1997 and 1996.......................................................................... F-28
Combined Statements of Operations of the Other Real Estate Partnerships for the Years
Ended December 31, 1997, 1996 and 1995................................................. F-29
Combined Statements of Changes in Partners' Capital of the Other Real Estate
Partnerships for the Years Ended December 31, 1997, 1996 and 1995...................... F-30
Combined Statements of Cash Flows of the Other Real Estate Partnerships for the Years
Ended December 31, 1997, 1996 and 1995................................................. F-31
Notes to Combined Financial Statements................................................. F-32
F-26
64
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
the Other Real Estate Partnerships
We have audited the combined financial statements of the Other Real
Estate Partnerships as listed on page F-26 of this Form 10-K. These financial
statements are the responsibility of the Other Real Estate Partnerships'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 combined financial position of the Other
Real Estate Partnerships as of December 31, 1997 and 1996, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
February 17, 1998
F-27
65
OTHER REAL ESTATE PARTNERSHIPS
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
1997 1996
------------ ------------
ASSETS
Assets:
Investment in Real Estate:
Land............................................................. $ 114,329 $ 97,965
Buildings and Improvements....................................... 651,569 588,993
Furniture, Fixtures and Equipment................................ 1,385 1,662
Construction in Progress........................................ 25,947 8,389
Less: Accumulated Depreciation................................... (98,304) (83,324)
---------- ----------
Net Investment in Real Estate............................... 694,926 613,685
Cash and Cash Equivalents........................................ 3,972 3,314
Restricted Cash.................................................. 313,060 11,837
Tenant Accounts Receivable, Net.................................. 5,022 3,637
Deferred Rent Receivable......................................... 7,560 7,010
Interest Rate Protection Agreements, Net......................... --- 6,653
Deferred Financing Costs, Net.................................... 1,787 6,302
Prepaid Expenses and Other Assets, Net........................... 24,325 9,849
---------- ----------
Total Assets................................................ $1,050,652 $ 662,287
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable........................................ $ 40,000 $ 346,504
Defeased Mortgage Loan Payable ............................... 300,000 ---
Accounts Payable and Accrued Expenses......................... 18,988 9,144
Rents Received in Advance and Security Deposits............... 4,329 4,182
---------- ----------
Total Liabilities........................................... 363,317 359,830
---------- ----------
Commitments and Contingencies.................................... --- ---
Partners' Capital 687,335 302,457
---------- ----------
Total Liabilities and Partners' Capital..................... $1,050,652 $ 662,287
========== ==========
The accompanying notes are an integral part of the financial statements.
F-28
66
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
------------- ------------- ------------
Revenues:
Rental Income................................................. $ 87,184 $ 79,947 $ 61,428
Tenant Recoveries and Other Income............................ 24,436 22,375 17,604
Interest Income-Defeasance.................................... 12,786 -- --
---------- --------- ----------
Total Revenues...................................... 124,406 102,322 79,032
---------- --------- ----------
Expenses:
Real Estate Taxes............................................. 17,684 17,261 12,135
Repairs and Maintenance....................................... 4,506 4,337 3,024
Property Management........................................... 4,045 3,558 2,635
Utilities..................................................... 3,078 2,535 1,825
Insurance..................................................... 319 605 624
Other......................................................... 937 637 581
Interest...................................................... 24,760 24,268 22,010
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs................................... 2,443 3,090 4,216
Depreciation and Other Amortization........................... 23,310 21,737 17,177
---------- --------- ----------
Total Expenses..................................... 81,082 78,028 64,227
---------- --------- ----------
Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Real Estate and Extraordinary
Loss.......................................................... 43,324 24,294 14,805
Loss on Disposition of Interest Rate Protection
Agreements.................................................... (2,608) --- (6,410)
Gain on Sales of Real Estate..................................... 4,275 --- ---
---------- --------- ----------
Income Before Extraordinary Loss................................. 44,991 24,294 8,395
Extraordinary Loss............................................... (9,458) --- ---
---------- --------- ----------
Net Income....................................................... $ 35,533 $ 24,294 $ 8,395
========== ========= ==========
The accompanying notes are an integral part of the financial statements.
F-29
67
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Total
--------------
Balance at December 31, 1994........ $ 210,906
Contributions................... 100,468
Distributions................... (34,168)
Net Income...................... 8,395
--------------
Balance at December 31, 1995........ 285,601
--------------
Contributions................... 25,874
Distributions................... (33,312)
Net Income...................... 24,294
--------------
Balance at December 31, 1996........ 302,457
--------------
Contributions................... 419,104
Distributions................... (69,759)
Net Income...................... 35,533
--------------
Balance at December 31, 1997........ $ 687,335
==============
The accompanying notes are an integral part of the financial statements.
F-30
68
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 1997 December 31, 1996 December 31, 1995
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income......................................................... $ 35,533 $ 24,294 $ 8,395
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation..................................................... 20,626 19,427 15,232
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs..................................... 2,443 3,090 4,216
Other Amortization............................................... 2,684 2,310 1,945
Disposition of Interest Rate Protection Agreements............... 2,608 --- 6,410
Gain on Sales of Real Estate..................................... (4,275) --- ---
Extraordinary Loss............................................... 9,458 --- ---
Provision for Bad Debts.......................................... 71 65 194
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets.................................... (4,776) (2,956) (3,339)
Increase in Deferred Rent Receivable............................. (725) 308 (978)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits.............. 2,460 2,424 (2,931)
Organization Costs............................................... (155) (37) (27)
(Decrease) Increase in Restricted Cash........................... 2,035 (4,275) 546
----------------- ----------------- -----------------
Net Cash Provided by Operating Activities.............. 67,987 44,650 29,663
----------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to Investment in Real Estate............. (113,228) (35,697) (19,341)
Proceeds from Sales of Investment in Real Estate................. 17,574 --- ---
Funding of Mortgage Loans Receivable............................. (13,958) --- ---
Repayment of Mortgage Loans Receivable........................... 157 --- ---
Decrease in Restricted Cash...................................... 2,742 1,613 3,749
----------------- ----------------- -----------------
Net Cash Used in Investing Activities................... (106,713) (34,084) (15,592)
----------------- ----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions.................................................... 419,104 25,556 47,915
Distributions.................................................... (69,759) (33,312) (34,168)
Repayments on Acquisition Facilities Payable..................... --- --- (81,450)
Proceeds from Mortgage Loans Payable............................. --- --- 46,850
Repayments on Mortgage Loans Payable............................. (6,504) (346) ---
Increase in Restricted Cash ..................................... (306,000) --- ---
Purchase of U.S. Government Securities........................... (300,000) --- ---
Proceeds from Maturity of U.S. Government Securities............. 300,000 --- ---
Purchase of Interest Rate Protection Agreements.................. (150) --- ---
Proceeds from Sale of Interest Rate Protection................... 3,510 --- ---
Debt Issuance Costs.............................................. (817) (1,030) (289)
----------------- ----------------- -----------------
Net Cash Provided by Financing Activities.............. 39,384 (9,132) (21,142)
----------------- ----------------- -----------------
Net Increase (Decrease) in Cash and Cash Equivalents............. 658 1,434 (7,071)
Cash and Cash Equivalents, Beginning of Period................... 3,314 1,880 8,951
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Period......................... $ 3,972 $ 3,314 $ 1,880
================= ================= =================
The accompanying notes are an integral part of the financial statements.
F-31
69
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIPS
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 86% ownership interest at December 31, 1997. The Company is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code. The
Company's operations are conducted primarily through the Operating Partnership.
The limited partners own approximately a 14% aggregate ownership interest in the
Operating Partnership at December 31, 1997.
The Operating Partnership, among other things, owns a 99% limited
partnership interest (subject in one case as described below to a preferred
limited partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P. (the
"Securities Partnership"), First Industrial Mortgage Partnership, L.P (the
"Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg Partnership, L.P. (the
"Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the
"Indianapolis Partnership") and First Industrial Development Services Group,
L.P. (together, the "Other Real Estate Partnerships"). On a combined basis, as
of December 31, 1997, the Other Real Estate Partnerships owned 247 in-service
properties containing an aggregate of approximately 22.1 million square
(unaudited) feet of gross leasable area. Of the 247 properties owned by the
Other Real Estate Partnerships at December 31, 1997, 193 are owned by the
Financing Partnership, 19 are owned by the Securities Partnership, 23 are owned
by the Mortgage Partnership, six are owned by the Pennsylvania Partnership,
five are owned by the Harrisburg Partnership and one is owned by the
Indianapolis Partnership.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest in the Other
Real Estate Partnerships. Each general partner of the Other Real Estate
Partnerships is a wholly owned subsidiary of the Company. The general partner of
the Securities Partnership, First Industrial Securities Corporation, also owns a
preferred limited partnership interest in the Securities Partnership which
entitles it to receive a fixed quarterly distribution, and results in it being
allocated income in the same amount, equal to the fixed quarterly dividend the
Company pays on its 9.5% Series A Cumulative Preferred Stock.
Profits, losses and distributions of the Other Real Estate Partnerships
are allocated to the general partner and the limited partner in accordance with
the provisions contained within the partnership agreements of the Other Real
Estate Partnerships.
2. BASIS OF PRESENTATION
The Combined Balance Sheets as of December 31, 1997 and 1996 and the
Combined Statements of Operations, Changes in Partners' Capital and Cash Flows
for the years ended December 31, 1997, 1996 and 1995 reflect the operations,
capital and cash flows of the Other Real Estate Partnerships on a combined
basis.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Other Real Estate Partnerships' financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities and the reported amounts of revenues and expenses. Actual
results could differ from those estimates.
Cash and Cash Equivalents:
Cash and cash equivalents include all cash and liquid investments with
an initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
F-32
70
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Investment in Real Estate and Depreciation:
Purchase accounting has been applied when ownership interests in
properties were acquired for cash. The historical cost basis of properties has
been carried over when the properties and businesses contributed by The Shidler
Group and the properties and businesses contributed by three other contributing
businesses' ownership interests were exchanged for units in the Operating
Partnership (the "Units") on July 1, 1994 and purchase accounting has been used
for all other properties that were acquired for Units.
The Other Real Estate Partnerships review their properties on a
quarterly basis for impairment and provide a provision if impairments are
determined. First, to determine if impairment may exist, the Other Real Estate
Partnerships review their properties and identify those which have had either an
event of change or event of circumstances warranting further assessment of
recoverability. Then, the Other Real Estate Partnerships estimate the fair value
of those properties on an individual basis by capitalizing the expected net
operating income. Such amounts are then compared to the property's depreciated
cost to determine whether an impairment exists.
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.
Deferred Financing Costs:
Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$1,460 and $4,517 at December 31, 1997 and 1996, respectively. Unamortized
deferred financing fees are written-off when debit is retired before the
maturity date (see Note 8).
Revenue Recognition:
Rental Income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenues in the same period the
related expenses are incurred by the Other Real Estate Partnerships.
The Other Real Estate Partnerships provide an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Accounts receivable in the combined balance sheets
F-33
71
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES, CONTINUED
are shown net of an allowance for doubtful accounts of $450 and $379 as of
December 31, 1997 and December 31, 1996, respectively.
Income Taxes:
In accordance with partnership taxation, each of the partners are
responsible for reporting their share of taxable income or loss.
The Other Real Estate Partnerships are subject to certain state and
local income, excise and franchise taxes. The provision for such state and local
taxes has been reflected in general and administrative expense in the statement
of operations and has not been separately stated due to its insignificance.
Fair Value of Financial Instruments:
The Other Real Estate Partnerships' financial instruments include
short-term investments, tenant accounts receivable, accounts payable, other
accrued expenses, mortgage loans payable and interest rate protection
agreements. The fair value of the short-term investments, tenant accounts
receivable, accounts payable and other accrued expenses were not materially
different from their carrying or contract values. See Note 4 for the fair values
of the mortgage loans payable and interest rate protection agreements.
Derivative Financial Instruments:
The Other Real Estate Partnerships' interest rate protection agreements
(the "Agreements") are used to limit the interest rate on the Financing
Partnership's $300,000 mortgage loan. Receipts or payments resulting from the
Agreements are recognized as adjustments to interest expense. In the event that
the Other Real Estate Partnerships terminate these Agreements, the Other Real
Estate Partnerships would recognize a gain (loss) from the disposition of the
Agreements equal to the amount of cash received or paid at termination less the
carrying value of the Agreements on the Other Real Estate Partnerships' balance
sheet. 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
Other Real Estate Partnerships' exposure is limited to the current value of the
interest rate differential, not the notional amount, and the Other Real Estate
Partnerships' carrying value of the Agreements on the balance sheet. The
Agreements have been executed with creditworthy financial institutions. As such,
the Other Real Estate Partnerships consider the risk of nonperformance to be
remote.
Recent Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income". This statement, effective for fiscal years beginning
after December 15, 1997, requires the Other Real Estate Partnerships' to report
components of comprehensive income in a financial statement that is displayed
with the same prominence as other financial statements. Comprehensive income is
defined by Concepts Statement No. 6, "Elements of Financial Statements" as the
change in the equity of a business enterprise during a period from transactions
and other events and circumstances from non-owner sources. It includes all
changes in equity during a period except those resulting from investments by
owners and distributions to owners. The Other Real Estate Partnerships have not
yet determined its comprehensive income.
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information". This statement, effective for financial statements for periods
beginning after December 15, 1997, requires that a public business enterprise
report financial and descriptive information about its reportable operating
segments. Generally, financial information is required to be reported on
F-34
72
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES, CONTINUED
the basis that it is used internally for evaluating segment performance and
deciding how to allocate resources to segments. The Other Real Estate
Partnerships have not yet determined the impact of this statement on its
financial statements.
4. MORTGAGE LOANS
On June 30, 1994, the Other Real Estate Partnerships, through the
Financing Partnership, entered into a $300,000 mortgage loan (the "1994
Mortgage Loan"). On April 4, 1997, the Other Real Estate Partnerships purchased
U.S. Government securities as substitute collateral to execute a legal
defeasance of a $300,000 mortgage loan (the "1994 Defeased Mortgage Loan") (See
Note 8). Upon the execution of the legal defeasance, 180 of the 195 properties
collateralizing the 1994 Defeased Mortgage Loan were released leaving 15
properties and the U.S. Government securities as collateral. On January 2,
1998, the Other Real Estate Partnerships used the gross proceeds from the
maturity of the U.S. Government securities to pay off and retire the 1994
Defeased Mortgage Loan. Due to the retirement of the 1994 Defeased Mortgage
Loan, the remaining 15 properties were released on January 2, 1998. The 1994
Defeased Mortgage Loan provided for interest only payments at a floating
interest rate of LIBOR plus 1.40% which such interest rate had been limited to
7.2% through the use of an interest rate protection agreement from June 30,
1994 through June 30, 1995. From July 1, 1995 through May 15, 1997, the 1994
Defeased Mortgage Loan's interest rate had been effectively fixed at the rate
of 6.97% through the use of interest rate protection agreements. From May 16,
1997 through December 31, 1997, the 1994 Defeased Mortgage Loan's interest rate
had been limited to 7.2% through the use of interest rate protection
agreements.
Under the terms of the 1994 Defeased Mortgage Loan, certain cash
reserves were required to be and had been set aside for payment of tenant
improvements, capital expenditures, interest, real estate taxes, insurance and
potential environmental costs as well as certain other cash reserves to pay off
and retire the 1994 Defeased Mortgage Loan. The amount of cash reserves for
payment of potential environmental costs was determined by the lender and was
established at the closing of the 1994 Defeased Mortgage Loan. The amounts
included in the cash reserves relating to payments of tenant improvements,
capital expenditures, interest, real estate taxes and insurance were determined
by the lender and approximated the next periodic payment of such items. At
December 31, 1997 and 1996, these reserves totaled $310,943 and $10,223,
respectively, and are included in Restricted Cash. Such cash reserves were
invested in a money market fund at December 31, 1997. The maturity of these
investments is one day, accordingly, cost approximates fair market value. On
January 2, 1998, $300,000 of these cash reserves were used to pay down and
retire the 1994 Defeased Mortgage Loan, $6,000 of these cash reserves were used
to pay a prepayment fee on the 1994 Defeased Mortgage Loan and the remaining
cash reserves were returned to the Financing Partnership.
On December 29, 1995, the Other Real Estate Partnerships, through the
Mortgage Partnership, entered into a $40,200 mortgage loan (the "1995 Mortgage
Loan"). In the first quarter of 1996, the Other Real Estate Partnerships made a
paydown of $200 on the 1995 Mortgage Loan which decreased the outstanding
balance to $40,000. The 1995 Mortgage Loan matures on January 11, 2026 and
provides for interest only payments through January 11, 1998, after which
monthly principal and interest payments are required based on a 28-year
amortization schedule. The interest rate under the 1995 Mortgage Loan is fixed
at 7.22% per annum through January 11, 2003. After January 11, 2003, the
interest rate adjusts through a predetermined formula based on the applicable
Treasury rate. The 1995 Mortgage Loan is collateralized by 23 properties held
by the Other Real Estate Partnerships. The 1995 Mortgage Loan may be prepaid
after January 11, 2003.
Under the terms of the 1995 Mortgage Loan, certain cash reserves are
required to be and have been set aside for refunds of security deposits and
payment of capital expenditures, interest, real estate taxes and insurance. The
amount of cash reserves segregated for security deposits is adjusted as tenants
turn over. The amounts included in the cash reserves relating to payments of
capital expenditures, interest, real estate taxes and insurance were determined
by the lender and approximate the next periodic payment of such items. At
December 31, 1997 and 1996, these reserves totaled $2,117 and $1,614,
respectively, and are included in Restricted Cash. Such cash reserves were
F-35
73
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS, CONTINUED
invested in a money market fund at December 31, 1997. The maturity of these
investments is one day, accordingly, cost approximates fair market value.
On December 14, 1995, the Other Real Estate Partnerships, through the
Harrisburg Partnership, entered into a $6,650 mortgage loan (the "Harrisburg
Mortgage Loan") that was collateralized by first mortgage liens on three
properties in Harrisburg, Pennsylvania. The Harrisburg Mortgage Loan bore
interest at a rate based on LIBOR plus 1.5% or prime plus 2.25%, at the Other
Real Estate Partnership's option, and provided for interest only payments
through May 31, 1996, with monthly principal and interest payments required
subsequently based on a 26.5-year amortization schedule. On December 15, 1997,
the Other Real Estate Partnerships paid off and retired the Harrisburg
Mortgage Loan (see Note 8).
The following table discloses certain information regarding the Other
Real Estate Partnerships' mortgage loans:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
---------------------------- ----------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
1997 1996 1997 1996 1997 DATE
------------ ------------ ------------ ------------- ---------------- ---------
MORTGAGE LOANS PAYABLE
1994 Mortgage Loan........... $ --- $ 300,000 $ --- $ 1,750 N/A N/A
1995 Mortgage Loan........... 40,000 40,000 168 168 7.22% 1/11/26
Harrisburg Mortgage Loan..... --- 6,504 --- 39 N/A N/A
---------- ---------- -------------- -----------
Total........................ $ 40,000 $ 346,504 $ 168 $ 1,957
========== ========== ============== ===========
DEFEASED MORTGAGE LOAN
1994 Defeased Mortgage
Loan (formerly defined
as the 1994 Mortgage
Loan)........................ $ 300,000 $ --- $ 1,831 $ --- 7.09% 1/2/98
========== ========== ============== ===========
Fair Value:
At December 31, 1996 the fair value of the Other Real Estate
Partnerships' mortgage loans payable was not materially different from their
carrying values and the fair value of the interest rate protection agreements
was $4,536. At December 31, 1997, the fair value of the Other Real Estate
Partnerships' mortgage loan payable and defeased mortgage loan payable was
$340,807. The interest rate protection agreements expired on December 31, 1997,
as a result, their fair value was $0.
The following is a schedule of maturities of the mortgage loans for the
next five years ending December 31, and thereafter:
Amount
----------------
1998 $ 300,435
1999 509
2000 547
2001 566
2002 608
Thereafter 37,335
-------------
Total $ 340,000
=============
The above table presents the 1994 Defeased Mortgage Loan maturing in
1998 due to its prepayment on January 2, 1998.
F-36
74
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 1997, the Other Real Estate Partnerships acquired nine properties
comprising approximately 1.8 million square feet (unaudited) of GLA for a total
purchase price of approximately $45,292 and completed the development of ten
properties and two expansions comprising approximately .6 million square feet
(unaudited) of GLA at a cost of approximately $12,238.
6. SALES OF REAL ESTATE
In 1997, the Other Real Estate Partnerships sold seven in-service
properties and several parcels of land. Gross proceeds from these sales totaled
approximately $17,574. The gain on sales totaled approximately $4,275.
7. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS
In July 1995, the Financing Partnership sold an interest rate
protection agreement for approximately $12,852. The loss on disposition of the
interest rate protection agreement totaled approximately $6,410.
In May 1997, the Financing Partnership sold interest rate protection
agreements for approximately $3,510. The loss on disposition of the interest
rate protection agreements totaled approximately $2,608.
8. EXTRAORDINARY ITEMS
In 1997, the Other Real Estate Partnerships terminated the Harrisburg
Mortgage Loan before its contractual maturity date. Also, the Other Real Estate
Partnerships entered into a commitment to pay down and retire the 1994 Defeased
Mortgage Loan on January 2, 1998. As a result of the early retirement of the
Harrisburg Mortgage Loan and the commitment for early retirement of the 1994
Defeased Mortgage Loan, the Other Real Estate Partnerships recorded an
extraordinary loss of $9,458 comprised of prepayment fees, the write off of
unamortized deferred financing fees, legal costs and other expenses.
9. FUTURE RENTAL REVENUES
The Other Real Estate Partnerships' properties are leased to tenants
under net and semi-net operating leases. Minimum lease payments receivable,
excluding tenant reimbursements of expenses, under noncancelable operating
leases in effect as of December 31, 1997 are approximately as follows:
1998 $ 90,741
1999 77,903
2000 61,524
2001 43,447
2002 31,127
Thereafter 79,830
--------------------
Total $ 384,572
====================
F-37
75
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
10. RELATED PARTY TRANSACTIONS
The Other Real Estate Partnerships often obtain title insurance
coverage for its properties from an entity for which an independent Director of
the Company became the President, Chief Executive Officer and a Director in
1996.
11. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
--------------- ---------------- -----------------
Interest paid, net of
capitalized interest.......... $ 24,718 $ 24,240 $ 21,993
============== =============== ================
Interest
capitalized...................... $ --- $ --- $ 58
============== =============== ================
Supplemental schedule of noncash investing and financing activities:
Sale of interest rate
protection agreement $ --- $ --- $ 8,472
Purchase of interest rate
protection agreements --- --- (8,472)
-------------- --------------- ----------------
$ --- $ --- $ ---
============== ================ ================
In conjunction with the property acquisitions, the following assets and
liabilities were assumed:
Purchase of real estate, net $ 45,292 $ --- $ 131,897
Deferred rent receivable --- 318 387
Restricted Cash --- --- 388
Deferred financing costs --- --- 854
Other assets --- --- 993
Accounts Receivable --- --- ---
Accounts payable and accrued expenses (350) --- (513)
Mortgage loans --- --- ---
Acquisition facilities payable --- --- (81,450)
Limited partnership interest --- (318) (52,556)
-------------- --------------- ---------------
Acquisition of Real Estate $ 44,942 $ --- $ ---
============== =============== ===============
12. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Other Real Estate Partnerships
are involved in legal actions arising from the ownership of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
combined financial position, operations or liquidity of the Other Real
Estate Partnerships.
Eighteen properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various times and at
appraised fair market value or at a fixed purchase price generally in excess of
the Other Real Estate Partnerships' purchase price. The Other Real Estate
Partnerships have no notice of any exercise of any tenant purchase option.
F-38
76
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
12. COMMITMENTS AND CONTINGENCIES, CONTINUED
The Other Real Estate Partnerships have committed to the construction
of eight development projects totaling approximately 2.0 million square feet
(unaudited) of GLA. The estimated total construction costs are approximately
$72,699 (unaudited). These developments are expected to be funded with capital
contributions from the Operating Partnership.
13. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 1998 through March 26, 1998,the Other
Real Estate Partnerships purchased 17 industrial properties containing an
aggregate of .7 million square feet (unaudited) of GLA for approximately
$24,087, or $33.63 per square foot.
F-39
77
FIRST INDUSTRIAL, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
COSTS
CAPITALIZED
(B) SUBSEQUENT TO
LOCATION (A) INITIAL COST ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
ATLANTA
700 Westlake Parkway Atlanta, GA 213 1,551 510
800 Westlake Parkway Atlanta, GA 450 2,645 402
4050 Southmeadow Parkway Atlanta, GA 401 2,813 158
4051 Southmeadow Parkway Atlanta, GA 697 3,486 686
4071 Southmeadow Parkway Atlanta, GA 750 4,460 715
4081 Southmeadow Parkway Atlanta, GA 1,012 5,450 611
1875 Rockdale Industrial Blvd. Conyers, GA 386 2,264 30
370 Great Southwest Parkway (i) Atlanta, GA 527 2,984 214
955 Cobb Place Kennesaw, GA 780 4,420 167
6105 Boatrock Blvd Atlanta, GA 89 504 14
1640 Sands Place Marietta, GA 162 920 35
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 789
3495 Bankhead Highway (i) Atlanta, GA 983 5,568 184
CHICAGO
305-311 Era Drive Northbrook, IL 200 1,154 144
700-714 Landwehr Road Northbrook, IL 357 2,052 207
4330 South Racine Avenue Chicago, IL 448 1,893 239
13040 S. Crawford Ave. Alsip, IL 1,073 6,193 24
11241 Melrose Street Franklin Park, IL 332 1,931 1,072
7200 S Leamington Bedford Park, IL 798 4,595 466
12301-12325 S Laramie Ave Alsip, IL 650 3,692 424
6300 W Howard Street Niles, IL 743 4,208 343
301 Hintz Wheeling, IL 160 905 71
301 Alice Wheeling, IL 218 1,236 58
1001 Commerce Court Buffalo Grove, IL 615 3,485 99
11939 S Central Avenue Alsip, IL 1,208 6,843 140
405 East Shawmut La Grange, IL 368 2,083 104
2201 Lunt Elk Grove Village, IL 469 2,656 1,145
1010-50 Sesame Street Bensenville, IL (f) 979 5,546 171
5555 West 70th Place Bedford Park, IL 146 829 78
3200-3250 South St. Louis (i) Chicago, IL 110 625 47
3110-3130 South St. Louis Chicago, IL 115 650 53
7301 South Hamlin Chicago, IL 149 846 55
3740 West 74th Street Chicago, IL 190 1,075 50
7401 South Pulaski Chicago, IL 664 3,763 450
3900 West 74th Street Chicago, IL 137 778 40
7501 S. Pulaski Chicago, IL 360 2,038 86
410 W 169th Street South Holland, IL 462 2,618 124
CINCINNATI
9900-9970 Princeton-Glendale Cincinnati, OH (c) 545 3,088 750
2940 Highland Avenue Cincinnati, OH (c) 1,717 9,730 706
4700-4750 Creek Road Blue Ash, OH (c) 1,080 6,118 288
4860 Duff Drive Cincinnati, OH 67 378 11
4866 Duff Drive Cincinnati, OH 67 379 10
4884 Duff Drive Cincinnati, OH 104 591 16
4890 Duff Drive Cincinnati, OH 104 592 21
9636-9643 Interocean Drive Cincinnati, OH 123 695 28
7600 Empire Drive Florence, KY 900 5,100 104
CLEVELAND
21510-21600 Alexander Road (j) Oakwood, OH 509 2,883 122
5405 & 5505 Valley Belt Road (i) Independence, OH 371 2,101 107
10145 Philipp Parkway Streetsboro, OH 334 1,891 55
4410 Hamann Willoughby, OH 138 782 49
6675 Parkland Blvd Solon, OH 548 3,103 172
COLUMBUS
6911 Americana Parkway Columbus, OH 314 1,777 122
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97 ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
ATLANTA
700 Westlake Parkway Atlanta, GA 223 2,051 2,274 227 1990 (m)
800 Westlake Parkway Atlanta, GA 479 3,018 3,497 285 1991 (m)
4050 Southmeadow Parkway Atlanta, GA 425 2,947 3,372 276 1991 (m)
4051 Southmeadow Parkway Atlanta, GA 726 4,143 4,869 399 1989 (m)
4071 Southmeadow Parkway Atlanta, GA 828 5,097 5,925 479 1991 (m)
4081 Southmeadow Parkway Atlanta, GA 1,157 5,916 7,073 542 1989 (m)
1875 Rockdale Industrial Blvd. Conyers, GA 386 2,294 2,680 202 1966 (m)
370 Great Southwest Parkway (i) Atlanta, GA 546 3,179 3,725 87 1986 (m)
955 Cobb Place Kennesaw, GA 804 4,563 5,367 38 1991 (m)
6105 Boatrock Blvd Atlanta, GA 91 516 607 1 1972 (m)
1640 Sands Place Marietta, GA 166 951 1,117 2 1977 (m)
3312 N. Berkeley Lake Road Duluth, GA 3,047 17,323 20,370 822 1969 (m)
3495 Bankhead Highway (i) Atlanta, GA 1,005 5,730 6,735 150 1986 (m)
CHICAGO
305-311 Era Drive Northbrook, IL 205 1,293 1,498 123 1978 (m)
700-714 Landwehr Road Northbrook, IL 357 2,259 2,616 201 1978 (m)
4330 South Racine Avenue Chicago, IL 468 2,112 2,580 1,206 1978 (m)
13040 S. Crawford Ave. Alsip, IL 1,073 6,217 7,290 517 1976 (m)
11241 Melrose Street Franklin Park, IL 469 2,866 3,335 249 1969 (m)
7200 S Leamington Bedford Park, IL 818 5,041 5,859 249 1950 (m)
12301-12325 S Laramie Ave Alsip, IL 659 4,107 4,766 208 1975 (m)
6300 W Howard Street Niles, IL 782 4,512 5,294 226 1956/1964 (m)
301 Hintz Wheeling, IL 167 969 1,136 48 1960 (m)
301 Alice Wheeling, IL 225 1,287 1,512 64 1965 (m)
1001 Commerce Court Buffalo Grove, IL 626 3,573 4,199 75 1989 (m)
11939 S Central Avenue Alsip, IL 1,224 6,967 8,191 115 1972 (m)
405 East Shawmut La Grange, IL 379 2,176 2,555 31 1965 (m)
2201 Lunt Elk Grove Village, IL 560 3,710 4,270 42 1963 (m)
1010-50 Sesame Street Bensenville, IL (f) 1,003 5,693 6,696 35 1976 (m)
5555 West 70th Place Bedford Park, IL 157 896 1,053 6 1973 (m)
3200-3250 South St. Louis (i) Chicago, IL 116 666 782 4 1968 (m)
3110-3130 South St. Louis Chicago, IL 120 698 818 4 1968 (m)
7301 South Hamlin Chicago, IL 154 896 1,050 7 1975/86 (m)
3740 West 74th Street Chicago, IL 196 1,119 1,315 3 1975/86 (m)
7401 South Pulaski Chicago, IL 685 4,192 4,877 28 1975/86 (m)
3900 West 74th Street Chicago, IL 142 813 955 7 1975/86 (m)
7501 S. Pulaski Chicago, IL 371 2,113 2,484 11 1975/86 (m)
410 W 169th Street South Holland, IL 476 2,728 3,204 124 1974 (m)
CINCINNATI
9900-9970 Princeton-Glendale Cincinnati, OH (c) 566 3,817 4,383 167 1970 (m)
2940 Highland Avenue Cincinnati, OH (c) 1,773 10,380 12,153 478 1969/1974 (m)
4700-4750 Creek Road Blue Ash, OH (c) 1,109 6,377 7,486 290 1960 (m)
4860 Duff Drive Cincinnati, OH 68 388 456 11 1979 (m)
4866 Duff Drive Cincinnati, OH 68 388 456 10 1979 (m)
4884 Duff Drive Cincinnati, OH 106 605 711 16 1979 (m)
4890 Duff Drive Cincinnati, OH 107 610 717 17 1979 (m)
9636-9643 Interocean Drive Cincinnati, OH 125 721 846 20 1983 (m)
7600 Empire Drive Florence, KY 915 5,189 6,104 43 1964 (m)
CLEVELAND
21510-21600 Alexander Road (j) Oakwood, OH 526 2,988 3,514 25 1985 (m)
5405 & 5505 Valley Belt Road (i) Independence, OH 385 2,194 2,579 18 1983 (m)
10145 Philipp Parkway Streetsboro, OH 342 1,938 2,280 12 1994 (m)
4410 Hamann Willoughby, OH 145 824 969 5 1975 (m)
6675 Parkland Blvd Solon, OH 571 3,252 3,823 101 1991 (m)
COLUMBUS
6911 Americana Parkway Columbus, OH 321 1,892 2,213 87 1980 (m)
S-1
78
COSTS
(B) CAPITALIZED
LOCATION (A) INITIAL COST SUBSEQUENT TO
---------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
3800 Lockbourne Industrial Parkway Columbus, OH 1,133 6,421 184
1819 North Walcutt Road Columbus, OH 810 4,590 140
3800 Groveport Road Obetz, OH 2,145 12,154 205
4300 Cemetery Road Hilliard, OH 1,103 6,248 80
DALLAS
1275-1281 Roundtable Drive Dallas, TX 148 839 37
2406-2416 Walnut Ridge Dallas, TX 178 1,006 40
12750 Perimiter Drive Dallas, TX 638 3,618 138
1324-1343 Roundtable Drive Dallas, TX 178 1,006 41
1405-1409 Avenue II East Grand Prairie, TX 118 671 29
2651-2677 Manana Dallas, TX 266 1,510 59
2401-2419 Walnut Ridge Dallas, TX 148 839 35
4248-4252 Simonton Farmers Ranch, TX 888 5,032 209
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 54
2179 Shiloh Road Garland, TX 251 1,424 34
2159 Shiloh Road Garland, TX 108 610 17
2701 Shiloh Road Garland, TX 818 4,636 696
12784 Perimeter Drive (j) Dallas, TX 350 1,986 66
3000 West Commerce Dallas, TX 456 2,584 88
3030 Hansboro Dallas, TX 266 1,510 74
5222 Cockrell Hill Dallas, TX 296 1,677 68
405-407 113th Arlington, TX 181 1,026 27
816 111th Street Arlington, TX 251 1,421 49
DAYTON
6094-6104 Executive Blvd Huber Heights, OH 181 1,025 75
6202-6220 Executive Blvd Huber Heights, OH 268 1,521 96
6268-6294 Executive Blvd Huber Heights, OH 255 1,444 97
5749-5753 Executive Blvd Huber Heights, OH 50 282 46
2200-2224 Sandridge Road Moriane, OH 218 1,233 103
6230-6266 Executive Blvd Huber Heights, OH 271 1,534 99
DENVER
7100 North Broadway - 1 Denver, CO 201 1,141 13
7100 North Broadway - 2 Denver, CO 203 1,150 12
7100 North Broadway - 3 Denver, CO 139 787 8
7100 North Broadway - 5 Denver, CO 180 1,018 22
7100 North Broadway - 6 Denver, CO 269 1,526 17
10691 East Bethany Drive Aurora, CO 186 1,054 12
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 73
15700-15820 West 6th Avenue Golden, Co 333 1,887 31
12850-15884 West 6th Avenue Golden, Co 201 1,139 13
5454 Washington Denver, CO 154 873 13
5801 West 6th Avenue Lakewood, CO 74 418 -
5805 West 6th Avenue Lakewood, CO 97 549 -
5815 West 6th Avenue Lakewood, CO 99 560 -
5825 West 6th Avenue Lakewood, CO 99 559 -
5835 West 6th Avenue Lakewood, CO 97 552 -
525 East 70th Street Denver, CO 68 384 5
565 East 70th Street Denver, CO 169 960 12
605 East 70th Street Denver, CO 192 1,089 13
625 East 70th Street Denver, CO 136 768 9
665 East 70th Street Denver, CO 136 768 9
700 West 48th Street Denver, CO 302 1,711 31
702 West 48th Street Denver, CO 135 763 33
3370 North Peoria Street Aurora, CO 163 924 10
3390 North Peoria Street Aurora, CO 145 822 8
3508-3538 North Peoria Street Aurora, CO 260 1,472 29
3568 North Peoria Street Aurora, CO 222 1,260 18
3350 North Peoria Street Aurora, CO 215 1,216 12
4785 Elati Denver, CO 173 981 13
4770 Fox Street Denver, CO 132 750 10
1550 W. Evans Denver, CO 388 2,200 46
12401-41 East 37th Ave Denver, CO 129 732 10
3751-71 Revere Street Denver, CO 262 1,486 31
3871 Revere Street Denver, CO 361 2,047 41
5454 Havana Street Denver, CO 204 1,156 15
5500 Havana Street Denver, CO 167 946 12
4570 Ivy Street Denver, CO 219 1,239 11
5855 Stapleton Drive North Denver, CO 288 1,630 15
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97
--------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
3800 Lockbourne Industrial Parkway 1,155 6,583 7,738 214 1986 (m)
1819 North Walcutt Road 830 4,710 5,540 88 1973 (m)
3800 Groveport Road 2,166 12,338 14,504 405 1986 (m)
4300 Cemetery Road 1,160 6,271 7,431 13 1968 (m)
DALLAS
1275-1281 Roundtable Drive 154 870 1,024 2 1966 (m)
2406-2416 Walnut Ridge 184 1,040 1,224 2 1978 (m)
12750 Perimiter Drive 659 3,735 4,394 8 1979 (m)
1324-1343 Roundtable Drive 184 1,041 1,225 2 1972 (m)
1405-1409 Avenue II East 123 695 818 1 1969 (m)
2651-2677 Manana 275 1,560 1,835 3 1966 (m)
2401-2419 Walnut Ridge 153 869 1,022 2 1978 (m)
4248-4252 Simonton 919 5,210 6,129 11 1973 (m)
900-906 Great Southwest Pkwy 245 1,388 1,633 3 1972 (m)
2179 Shiloh Road 256 1,453 1,709 3 1982 (m)
2159 Shiloh Road 110 625 735 1 1982 (m)
2701 Shiloh Road 923 5,227 6,150 11 1981 (m)
12784 Perimeter Drive (j) 360 2,042 2,402 4 1981 (m)
3000 West Commerce 469 2,659 3,128 6 1980 (m)
3030 Hansboro 276 1,574 1,850 3 1971 (m)
5222 Cockrell Hill 306 1,735 2,041 4 1973 (m)
405-407 113th 185 1,049 1,234 2 1969 (m)
816 111th Street 258 1,463 1,721 3 1972 (m)
DAYTON
6094-6104 Executive Blvd 187 1,094 1,281 43 1975 (m)
6202-6220 Executive Blvd 275 1,610 1,885 63 1996 (m)
6268-6294 Executive Blvd 262 1,534 1,796 60 1989 (m)
5749-5753 Executive Blvd 53 325 378 12 1975 (m)
2200-2224 Sandridge Road 226 1,328 1,554 30 1983 (m)
6230-6266 Executive Blvd 281 1,623 1,904 55 1979 (m)
DENVER
7100 North Broadway - 1 203 1,152 1,355 7 1978 (m)
7100 North Broadway - 2 205 1,160 1,365 7 1978 (m)
7100 North Broadway - 3 140 794 934 5 1978 (m)
7100 North Broadway - 5 181 1,039 1,220 7 1978 (m)
7100 North Broadway - 6 272 1,540 1,812 10 1978 (m)
10691 East Bethany Drive 188 1,064 1,252 7 1979 (m)
20100 East 32nd Avenue Parkway 338 1,956 2,294 13 1997 (m)
15700-15820 West 6th Avenue 338 1,913 2,251 12 1978 (m)
12850-15884 West 6th Avenue 203 1,150 1,353 7 1978 (m)
5454 Washington 156 884 1,040 5 1985 (m)
5801 West 6th Avenue 74 418 492 3 1980 (m)
5805 West 6th Avenue 97 549 646 3 1980 (m)
5815 West 6th Avenue 99 560 659 3 1980 (m)
5825 West 6th Avenue 99 559 658 3 1980 (m)
5835 West 6th Avenue 97 552 649 3 1980 (m)
525 East 70th Street 69 388 457 2 1985 (m)
565 East 70th Street 171 970 1,141 6 1985 (m)
605 East 70th Street 194 1,100 1,294 7 1985 (m)
625 East 70th Street 137 776 913 5 1985 (m)
665 East 70th Street 137 776 913 5 1985 (m)
700 West 48th Street 307 1,737 2,044 11 1984 (m)
702 West 48th Street 140 791 931 5 1984 (m)
3370 North Peoria Street 165 932 1,097 6 1978 (m)
3390 North Peoria Street 146 829 975 5 1978 (m)
3508-3538 North Peoria Street 263 1,498 1,761 9 1978 (m)
3568 North Peoria Street 224 1,276 1,500 8 1978 (m)
3350 North Peoria Street 216 1,227 1,443 8 1978 (m)
4785 Elati 175 992 1,167 6 1972 (m)
4770 Fox Street 134 758 892 5 1972 (m)
1550 W. Evans 395 2,239 2,634 14 1975 (m)
12401-41 East 37th Ave 131 740 871 5 1980 (m)
3751-71 Revere Street 267 1,512 1,779 9 1980 (m)
3871 Revere Street 367 2,082 2,449 13 1980 (m)
5454 Havana Street 206 1,169 1,375 7 1980 (m)
5500 Havana Street 169 956 1,125 6 1980 (m)
4570 Ivy Street 220 1,249 1,469 8 1985 (m)
5855 Stapleton Drive North 290 1,643 1,933 10 1985 (m)
S-2
79
COSTS
CAPITALIZED
(B) SUBSEQUENT TO
LOCATION (A) INITIAL COST ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
5885 Stapleton Drive North Denver, CO 376 2,129 35
5200-5280 North Broadway Denver, CO 169 960 11
5977-5995 North Broadway Denver, CO 268 1,518 28
2952-5978 North Broadway Denver, CO 414 2,346 49
6400 North Broadway Denver, CO 318 1,804 38
875 Parfer Street Lakewood, CO 288 1,633 28
4721 Ironton Street Denver, CO 232 1,313 27
833 Parfer Street Lakewood, CO 196 1,112 17
11005 West 8th Avenue Lakewood, CO 102 580 9
7100 North Broadway - 7 Denver, CO 215 1,221 11
7100 North Broadway - 8 Denver, CO 79 448 4
6804 East 48th Avenue Denver, CO 253 1,435 18
15350 East Hindsdale Drive Denver, CO 129 732 8
15353 East Hinsdale Drive Englewood, CO 97 549 6
15373 East Hinsdale Drive Englewood, CO 39 219 3
4611 East 46th Avenue Denver, CO 129 732 11
East 47th Drive - A Denver, CO 474 2,689 165
East 47th Drive - B Denver, CO 405 2,296 7
Centenial Airport Business Pk. Denver, CO 640 3,629 98
9500 West 49th Street - A Wheatridge, CO 432 2,448 14
9500 West 49th Street - B Wheatridge, CO 235 1,330 8
9500 West 49th Street - C Wheatridge, CO 602 3,409 226
9500 West 49th Street - D Wheatridge, CO 271 1,537 9
8100 South Park Way - A Littleton, CO 442 2,507 31
8100 South Park Way - B Littleton, CO 103 582 130
8100 South Park Way - C Littleton, CO 568 3,219 39
451-591 East 124th Avenue Littleton, CO 386 2,188 34
14100 East Jewell Aurora, CO 395 2,240 34
14190 East Jewell Aurora, CO 199 1,126 11
608 Garrison Street Lakewood, CO 265 1,501 12
610 Garrison Street Lakewood, CO 264 1,494 11
1111 West Evans (A&C) Denver, CO 233 1,321 14
1111 West Evans (B) Denver, CO 30 169 2
15000 West 6th Avenue Golden, Co 913 5,174 57
14998 West 6th Avenue Bldg E Golden, Co 565 3,199 21
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 11
12503 East Euclid Drive Denver, CO 1,219 6,905 65
6547 South Racine Circle Englewood, CO 748 4,241 40
7800 East Iliff Avenue Denver, CO 196 1,110 9
2369 South Trenton Way Denver, CO 292 1,656 14
2370 South Trenton Way Denver, CO 200 1,132 9
2422 South Trenton Way Denver, CO 241 1,364 12
2452 South Trenton Way Denver, CO 421 2,386 29
8122 South Park Lane - A Littleton, CO 394 2,232 28
8122 South Park Lane - B Littleton, CO 186 1,054 9
1600 South Abilene Aurora, CO 465 2,633 30
1620 South Abilene Aurora, CO 268 1,520 27
1640 South Abilene Aurora, CO 368 2,085 20
13900 East Florida Ave Aurora, CO 189 1,071 8
4301 South Federal Boulevard Englewood, CO 237 1,341 14
14401-14492 East 33rd Place Aurora, CO 445 2,519 171
11701 East 53rd Avenue Denver, CO 416 2,355 43
5401 Oswego Street Denver, CO 273 1,547 28
2630 West 2nd Avenue Denver, CO 53 299 3
2650 West 2nd Avenue Denver, CO 221 1,252 14
14818 West 6th Avenue Bldg A Golden, Co 494 2,799 47
14828 West 6th Avenue Bldg B Golden, Co 519 2,942 20
2075 South Valentia Denver, CO 131 743 10
DETROIT
21477 Bridge Street Southfield, MI 244 1,386 219
32450 N Avis Drive Madison Heights, MI 281 1,590 63
32200 N Avis Drive Madison Heights, MI 408 2,311 94
32440-32442 Industrial Drive Madison Heights, MI 120 679 83
32450 Industrial Drive Madison Heights, MI 65 369 36
11813 Hubbard Livonia, MI 177 1,001 42
11844 Hubbard Livonia, MI 189 1,069 72
11866 Hubbard Livonia, MI 189 1,073 28
12050-12190 Hubbard (i) Livonia, MI 425 2,410 275
38200 Plymouth Road Livonia, MI 1,215 - 4,610
38220 Plymouth Road Livonia, MI 756 - 2,487
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97 ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
5885 Stapleton Drive North 380 2,160 2,540 13 1985 (m)
5200-5280 North Broadway 171 969 1,140 6 1977 (m)
5977-5995 North Broadway 272 1,542 1,814 10 1978 (m)
2952-5978 North Broadway 421 2,388 2,809 15 1978 (m)
6400 North Broadway 324 1,836 2,160 11 1982 (m)
875 Parfer Street 292 1,657 1,949 10 1975 (m)
4721 Ironton Street 236 1,336 1,572 8 1969 (m)
833 Parfer Street 199 1,126 1,325 7 1974 (m)
11005 West 8th Avenue 104 587 691 4 1974 (m)
7100 North Broadway - 7 217 1,230 1,447 8 1985 (m)
7100 North Broadway - 8 80 451 531 3 1985 (m)
6804 East 48th Avenue 256 1,450 1,706 9 1973 (m)
15350 East Hindsdale Drive 130 739 869 5 1987 (m)
15353 East Hinsdale Drive 98 554 652 3 1987 (m)
15373 East Hinsdale Drive 39 222 261 1 1987 (m)
4611 East 46th Avenue 131 741 872 5 1974 (m)
East 47th Drive - A 477 2,851 3,328 7 1997 (m)
East 47th Drive - B 406 2,302 2,708 5 1997 (m)
Centenial Airport Business Pk. 646 3,721 4,367 24 1997 (m)
9500 West 49th Street - A 434 2,460 2,894 15 1997 (m)
9500 West 49th Street - B 236 1,337 1,573 8 1997 (m)
9500 West 49th Street - C 605 3,632 4,237 28 1997 (m)
9500 West 49th Street - D 273 1,544 1,817 10 1997 (m)
8100 South Park Way - A 447 2,533 2,980 16 1997 (m)
8100 South Park Way - B 103 712 815 6 1984 (m)
8100 South Park Way - C 574 3,252 3,826 20 1984 (m)
451-591 East 124th Avenue 391 2,217 2,608 14 1979 (m)
14100 East Jewell 400 2,269 2,669 14 1980 (m)
14190 East Jewell 200 1,136 1,336 7 1980 (m)
608 Garrison Street 267 1,511 1,778 10 1984 (m)
610 Garrison Street 265 1,504 1,769 9 1984 (m)
1111 West Evans (A&C) 235 1,333 1,568 8 1986 (m)
1111 West Evans (B) 30 171 201 1 1986 (m)
15000 West 6th Avenue 920 5,224 6,144 33 1985 (m)
14998 West 6th Avenue Bldg E 568 3,217 3,785 20 1995 (m)
14998 West 6th Avenue Bldg F 271 1,534 1,805 10 1995 (m)
12503 East Euclid Drive 1,228 6,961 8,189 43 1986 (m)
6547 South Racine Circle 754 4,275 5,029 27 1996 (m)
7800 East Iliff Avenue 197 1,118 1,315 7 1983 (m)
2369 South Trenton Way 294 1,668 1,962 10 1983 (m)
2370 South Trenton Way 201 1,140 1,341 7 1983 (m)
2422 South Trenton Way 243 1,374 1,617 9 1983 (m)
2452 South Trenton Way 425 2,411 2,836 15 1983 (m)
8122 South Park Lane - A 398 2,256 2,654 14 1986 (m)
8122 South Park Lane - B 187 1,062 1,249 7 1986 (m)
1600 South Abilene 469 2,659 3,128 17 1986 (m)
1620 South Abilene 270 1,545 1,815 10 1986 (m)
1640 South Abilene 370 2,103 2,473 13 1986 (m)
13900 East Florida Ave 190 1,078 1,268 7 1986 (m)
4301 South Federal Boulevard 239 1,353 1,592 8 1997 (m)
14401-14492 East 33rd Place 452 2,683 3,135 16 1979 (m)
11701 East 53rd Avenue 422 2,392 2,814 15 1985 (m)
5401 Oswego Street 277 1,571 1,848 10 1985 (m)
2630 West 2nd Avenue 53 302 355 2 1970 (m)
2650 West 2nd Avenue 223 1,264 1,487 8 1970 (m)
14818 West 6th Avenue Bldg A 497 2,843 3,340 18 1985 (m)
14828 West 6th Avenue Bldg B 522 2,959 3,481 18 1985 (m)
2075 South Valentia 133 751 884 5 1981 (m)
DETROIT
21477 Bridge Street 253 1,596 1,849 119 1986 (m)
32450 N Avis Drive 286 1,648 1,934 78 1974 (m)
32200 N Avis Drive 411 2,402 2,813 113 1973 (m)
32440-32442 Industrial Drive 123 759 882 44 1979 (m)
32450 Industrial Drive 66 404 470 19 1979 (m)
11813 Hubbard 180 1,040 1,220 50 1979 (m)
11844 Hubbard 191 1,139 1,330 85 1979 (m)
11866 Hubbard 191 1,099 1,290 52 1979 (m)
12050-12190 Hubbard (i) 428 2,682 3,110 131 1981 (m)
38200 Plymouth Road 1,268 4,557 5,825 93 1997 (m)
38220 Plymouth Road 756 2,487 3,243 1 1988 (m)
S-3
80
COSTS
CAPITALIZED
(B) SUBSEQUENT TO
LOCATION (A) INITIAL COST ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
38300 Plymouth Road Livonia, MI 729 - 3,268
12707 Eckles Road Plymouth, MI 255 1,445 106
9300-9328 Harrison Rd Romulus, MI 147 834 118
9330-9358 Harrison Rd Romulus, MI 81 456 90
28420-28448 Highland Rd Romulus, MI 143 809 122
28450-28478 Highland Rd Romulus, MI 81 461 180
28421-28449 Highland Rd Romulus, MI 109 617 186
28451-28479 Highland Rd Romulus, MI 107 608 98
28825-28909 Highland Rd Romulus, MI 70 395 112
28933-29017 Highland Rd Romulus, MI 112 634 117
28824-28908 Highland Rd Romulus, MI 134 760 189
28932-29016 Highland Rd Romulus, MI 123 694 99
9710-9734 Harrison Rd Romulus, MI 125 706 131
9740-9772 Harrison Rd Romulus, MI 132 749 120
9840-9868 Harrison Rd Romulus, MI 144 815 112
9800-9824 Harrison Rd Romulus, MI 117 664 88
29265-29285 Airport Dr Romulus, MI 140 794 163
29185-29225 Airport Dr Romulus, MI 140 792 226
29149-29165 Airport Dr Romulus, MI 216 1,225 233
29101-29115 Airport Dr Romulus, MI 130 738 214
29031-29045 Airport Dr Romulus, MI 124 704 96
29050-29062 Airport Dr Romulus, MI 127 718 91
29120-29134 Airport Dr Romulus, MI 161 912 150
29200-29214 Airport Dr Romulus, MI 170 963 240
9301-9339 Middlebelt Rd Romulus, MI 124 703 111
21405 Trolley Industrial Drive Taylor, MI 758 4,293 127
26980 Trolley Industrial Drive Taylor, MI 450 2,550 96
HOUSTON
2102-2314 Edwards Street Houston, TX 348 1,973 72
4545 Eastpark Drive Houston, TX 235 1,331 34
3351 Ranch St Houston, TX 272 1,541 39
3851 Yale St Houston, TX 413 2,343 72
3337-3347 Ranch Street Houston, TX 227 1,287 37
8505 N Loop East Houston, TX 439 2,489 67
4749-4799 Eastpark Dr Houston, TX 594 3,368 108
4851 Homestead Road Houston, TX 491 2,782 90
3365-3385 Ranch Street Houston, TX 284 1,611 39
5050 Campbell Road Houston, TX 461 2,610 62
4300 Pine Timbers Houston, TX 489 2,769 70
10600 Hampstead Houston, TX 105 597 26
2300 Fairway Park Dr Houston, TX 86 488 23
7969 Blakenship Houston, TX 174 987 32
8001 Kempwood Houston, TX 98 558 21
7901 Blankenship Houston, TX 136 772 27
2500-2530 Fairway Park Drive Houston, TX 766 4,342 170
6550 Longpointe Houston, TX 362 2,050 54
1815 Turning Basin Dr Houston, TX 487 2,761 291
1819 Turning Basin Dr Houston, TX 231 1,308 134
4545 Mossford Dr Houston, TX 237 1,342 55
1805 Turning Basin Drive Houston, TX 564 3,197 342
7000 Empire Drive Houston, TX (h) 450 2,552 23
9777 West Gulfbank Drive Houston, TX (h) 1,217 6,899 60
INDIANAPOLIS
1445 Brookville Way Indianapolis, IN (c) 459 2,603 266
1440 Brookville Way Indianapolis, IN (c) 665 3,770 248
1240 Brookville Way Indianapolis, IN (c) 247 1,402 190
1220 Brookville Way Indianapolis, IN (c) 223 40 31
1345 Brookville Way Indianapolis, IN (d) 586 3,321 268
1350 Brookville Way Indianapolis, IN (c) 205 1,161 80
1315 Sadlier Circle E Dr Indianapolis, IN (d) 57 322 48
1341 Sadlier Circle E Dr Indianapolis, IN (d) 131 743 50
1322-1438 Sadlier Circle E Dr Indianapolis, IN (d) 145 822 104
1327-1441 Sadlier Circle E Dr Indianapolis, IN (d) 218 1,234 101
1304 Sadlier Circle E Dr Indianapolis, IN (d) 71 405 50
1402 Sadlier Circle E Dr Indianapolis, IN (d) 165 934 84
1504 Sadlier Circle E Dr Indianapolis, IN (d) 219 1,238 74
1311 Sadlier Circle E Dr Indianapolis, IN (d) 54 304 84
1365 Sadlier Circle E Dr Indianapolis, IN (d) 121 688 57
1352-1354 Sadlier Circle E Dr Indianapolis, IN (d) 178 1,008 88
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97 ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
38300 Plymouth Road 729 3,268 3,997 1 1997 (m)
12707 Eckles Road 267 1,539 1,806 54 1990 (m)
9300-9328 Harrison Rd 154 945 1,099 26 1978 (m)
9330-9358 Harrison Rd 85 542 627 15 1978 (m)
28420-28448 Highland Rd 149 925 1,074 26 1979 (m)
28450-28478 Highland Rd 85 637 722 15 1979 (m)
28421-28449 Highland Rd 114 798 912 21 1980 (m)
28451-28479 Highland Rd 112 701 813 19 1980 (m)
28825-28909 Highland Rd 73 504 577 14 1981 (m)
28933-29017 Highland Rd 117 746 863 22 1982 (m)
28824-28908 Highland Rd 140 943 1,083 25 1982 (m)
28932-29016 Highland Rd 128 788 916 22 1982 (m)
9710-9734 Harrison Rd 130 832 962 27 1987 (m)
9740-9772 Harrison Rd 138 863 1,001 26 1987 (m)
9840-9868 Harrison Rd 150 921 1,071 27 1987 (m)
9800-9824 Harrison Rd 123 746 869 21 1987 (m)
29265-29285 Airport Dr 147 950 1,097 26 1983 (m)
29185-29225 Airport Dr 146 1,012 1,158 26 1983 (m)
29149-29165 Airport Dr 226 1,448 1,674 39 1984 (m)
29101-29115 Airport Dr 136 946 1,082 27 1985 (m)
29031-29045 Airport Dr 130 794 924 22 1985 (m)
29050-29062 Airport Dr 133 803 936 22 1986 (m)
29120-29134 Airport Dr 168 1,055 1,223 29 1986 (m)
29200-29214 Airport Dr 178 1,195 1,373 31 1985 (m)
9301-9339 Middlebelt Rd 130 808 938 23 1983 (m)
21405 Trolley Industrial Drive 774 4,404 5,178 91 1971 (m)
26980 Trolley Industrial Drive 463 2,633 3,096 22 1997 (m)
HOUSTON
2102-2314 Edwards Street 359 2,034 2,393 4 1961 (m)
4545 Eastpark Drive 240 1,360 1,600 3 1972 (m)
3351 Ranch St 278 1,574 1,852 3 1970 (m)
3851 Yale St 424 2,404 2,828 5 1971 (m)
3337-3347 Ranch Street 233 1,318 1,551 3 1970 (m)
8505 N Loop East 449 2,546 2,995 5 1981 (m)
4749-4799 Eastpark Dr 611 3,459 4,070 7 1979 (m)
4851 Homestead Road 504 2,859 3,363 6 1973 (m)
3365-3385 Ranch Street 290 1,644 1,934 3 1970 (m)
5050 Campbell Road 470 2,663 3,133 6 1970 (m)
4300 Pine Timbers 499 2,829 3,328 6 1980 (m)
10600 Hampstead 109 619 728 1 1974 (m)
2300 Fairway Park Dr 90 507 597 1 1974 (m)
7969 Blakenship 179 1,014 1,193 2 1972 (m)
8001 Kempwood 102 575 677 1 1972 (m)
7901 Blankenship 140 795 935 2 1972 (m)
2500-2530 Fairway Park Drive 792 4,486 5,278 9 1974 (m)
6550 Longpointe 370 2,096 2,466 4 1980 (m)
1815 Turning Basin Dr 531 3,008 3,539 6 1980 (m)
1819 Turning Basin Dr 251 1,422 1,673 3 1980 (m)
4545 Mossford Dr 245 1,389 1,634 3 1975 (m)
1805 Turning Basin Drive 616 3,487 4,103 7 1980 (m)
7000 Empire Drive 454 2,571 3,025 5 1980 (m)
9777 West Gulfbank Drive 1,226 6,950 8,176 14 1980 (m)
INDIANAPOLIS
1445 Brookville Way 476 2,852 3,328 138 1989 (m)
1440 Brookville Way 685 3,998 4,683 181 1990 (m)
1240 Brookville Way 258 1,581 1,839 86 1990 (m)
1220 Brookville Way 226 68 294 3 1990 (m)
1345 Brookville Way 601 3,574 4,175 166 1992 (m)
1350 Brookville Way 211 1,235 1,446 56 1994 (m)
1315 Sadlier Circle E Dr 61 366 427 16 1970/1992 (m)
1341 Sadlier Circle E Dr 134 790 924 36 1971/1992 (m)
1322-1438 Sadlier Circle E Dr 152 919 1,071 44 1971/1992 (m)
1327-1441 Sadlier Circle E Dr 225 1,328 1,553 66 1992 (m)
1304 Sadlier Circle E Dr 75 451 526 22 1971/1992 (m)
1402 Sadlier Circle E Dr 171 1,012 1,183 46 1970/1992 (m)
1504 Sadlier Circle E Dr 226 1,305 1,531 59 1971/1992 (m)
1311 Sadlier Circle E Dr 57 385 442 26 1971/1992 (m)
1365 Sadlier Circle E Dr 126 740 866 33 1971/1992 (m)
1352-1354 Sadlier Circle E Dr 184 1,090 1,274 49 1970/1992 (m)
S-4
81
COSTS
CAPITALIZED
(B) SUBSEQUENT TO
LOCATION (A) INITIAL COST ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
1335 Sadlier Circle E Dr Indianapolis, IN (d) 81 460 49
1327 Sadlier Circle E Dr Indianapolis, IN (d) 52 295 25
1425 Sadlier Circle E Dr Indianapolis, IN (d) 21 117 24
1230 Brookville Way Indianapolis, IN (c) 103 586 46
6951 E 30th St Indianapolis, IN 256 1,449 93
6701 E 30th St Indianapolis, IN 78 443 40
6737 E 30th St Indianapolis, IN 385 2,181 143
1225 Brookville Way Indianapolis, IN 60 - 396
6555 E 30th St Indianapolis, IN 840 4,760 427
2432-2436 Shadeland Indianapolis, IN 212 1,199 178
8402-8440 E 33rd St Indianapolis, IN 222 1,260 55
8520-8630 E 33rd St Indianapolis, IN 326 1,848 249
8710-8768 E 33rd St Indianapolis, IN 175 993 37
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 140
3331 Raton Court Indianapolis, IN 138 802 40
6751 E 30th St Indianapolis, IN 728 2,837 106
LONG ISLAND
1140 Motor Parkway Hauppauge, NY 1,034 5,861 158
10 Edison Street Amityville, NY 183 1,036 74
120 Secatogue Ave Farmingdale, NY 375 2,123 65
100 Lauman Lane Hicksville, NY 216 1,226 66
200 Finn Court Farmingdale, NY 619 3,506 132
243 Dixon Avenue Amityville, NY 93 527 44
717 Broadway Avenue Holbrook, NY 790 4,474 135
725 Broadway Avenue Holbrook, NY 643 3,644 118
270 Duffy Avenue Hicksville, NY 1,305 7,393 156
280 Duffy Avenue Hicksville, NY 478 2,707 47
575 Underhill Boulevard Syosset, NY 2,714 15,382 302
5 Sidney Court Lindenhurst, NY 148 840 63
7 Sidney Court Lindenhurst, NY 172 975 46
450 Commack Road Deer Park, NY 304 1,720 80
99 Layfayette Drive Syosset, NY 1,607 9,106 221
65 East Bethpage Road Plainview, NY 198 1,122 44
171 Milbar Boulevard Farmingdale, NY 454 2,574 88
95 Horseblock Road Yaphank, NY 1,313 7,439 227
151-171 East 2nd Street Huntington, NY 497 2,815 66
171-175 East 2nd Street Huntington, NY 493 2,792 80
35 Bloomingdale Road Hicksville, NY 190 1,076 61
15-39 Tec Street Hicksville, NY 164 930 54
100 Tec Street Hicksville, NY 237 1,340 33
51-89 Tec Street Hicksville, NY 207 1,171 38
502 Old Country Road Hicksville, NY 95 536 20
80-98 Tec Street Hicksville, NY 123 700 23
201-233 Park Avenue Hicksville, NY 349 1,979 70
6851 Jericho Turnpike Syosset, NY 1,570 8,896 231
One Fairchild Court Plainview, NY 315 1,786 80
79 Express Street Plainview, NY 417 2,363 69
92 Central Avenue Farmingdale, NY 837 4,745 111
160 Engineer Drive Hicksville, NY 148 836 45
260 Engineers Drive Hicksville, NY 264 1,494 58
87-119 Engineers Dr (i) Hicksville, NY 181 1,023 57
950-970 South Broadway Hicksville, NY 250 1,418 117
290 Duffy Avenue Hicksville, NY (e) 383 2,171 258
185 Price Parkway Farmingdale, NY 611 3,464 98
62 Alpha Plaza Hicksville, NY 155 877 29
90 Alpha Plaza Hicksville, NY 127 717 31
325 Duffy Avenue Hicksville, NY 480 2,720 53
939 Motor Parkway Hauppauge, NY 105 596 47
2070 5th Avenue Ronkonkoma, NY 383 2,171 18
200 13th Avenue Ronkonkoma, NY 313 1,776 18
100 13th Avenue Ronkonkoma, NY 348 1,973 19
1 Comac Loop Ronkonkoma, NY 348 1,973 19
80 13th Avenue Ronkonkoma, NY 418 2,368 22
90 13th Avenue Ronkonkoma, NY 383 2,171 24
33 Comac Loop Ronkonkoma, NY 383 2,171 20
101-125 Comac Streer Ronkonkoma, NY 905 5,131 43
MILWAUKEE
6523 N. Sydney Place Glendale, WI 172 976 140
8800 W Bradley Milwaukee, WI 375 2,125 130
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97 ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
1335 Sadlier Circle E Dr 85 505 590 23 1971/1992 (m)
1327 Sadlier Circle E Dr 55 317 372 15 1971/1992 (m)
1425 Sadlier Circle E Dr 23 139 162 6 1971/1992 (m)
1230 Brookville Way 109 626 735 28 1995 (m)
6951 E 30th St 265 1,533 1,798 70 1995 (m)
6701 E 30th St 82 479 561 22 1995 (m)
6737 E 30th St 398 2,311 2,709 106 1995 (m)
1225 Brookville Way 68 388 456 5 1997 (m)
6555 E 30th St 484 5,543 6,027 209 1969/1981 (m)
2432-2436 Shadeland 230 1,359 1,589 50 1968 (m)
8402-8440 E 33rd St 230 1,307 1,537 41 1977 (m)
8520-8630 E 33rd St 336 2,087 2,423 75 1976 (m)
8710-8768 E 33rd St 187 1,018 1,205 33 1979 (m)
3316-3346 N. Pagosa Court 335 1,972 2,307 61 1977 (m)
3331 Raton Court 144 836 980 26 1979 (m)
6751 E 30th St 741 2,930 3,671 12 1997 (m)
LONG ISLAND
1140 Motor Parkway 1,051 6,002 7,053 149 1978 (m)
10 Edison Street 188 1,105 1,293 27 1971 (m)
120 Secatogue Ave 382 2,181 2,563 54 1957 (m)
100 Lauman Lane 222 1,286 1,508 32 1968 (m)
200 Finn Court 630 3,627 4,257 89 1965 (m)
243 Dixon Avenue 96 568 664 14 1978 (m)
717 Broadway Avenue 805 4,594 5,399 114 1967 (m)
725 Broadway Avenue 656 3,749 4,405 93 1967 (m)
270 Duffy Avenue 1,319 7,535 8,854 188 1956 (m)
280 Duffy Avenue 483 2,749 3,232 68 1956 (m)
575 Underhill Boulevard 2,741 15,657 18,398 383 1967 (m)
5 Sidney Court 152 899 1,051 22 1962 (m)
7 Sidney Court 176 1,017 1,193 25 1964 (m)
450 Commack Road 310 1,794 2,104 44 1964 (m)
99 Layfayette Drive 1,629 9,305 10,934 226 1964 (m)
65 East Bethpage Road 202 1,162 1,364 29 1960 (m)
171 Milbar Boulevard 461 2,655 3,116 66 1961 (m)
95 Horseblock Road 1,331 7,648 8,979 192 1971 (m)
151-171 East 2nd Street 503 2,875 3,378 71 1968 (m)
171-175 East 2nd Street 498 2,867 3,365 71 1969 (m)
35 Bloomingdale Road 194 1,133 1,327 30 1962 (m)
15-39 Tec Street 167 981 1,148 26 1965 (m)
100 Tec Street 240 1,370 1,610 34 1965 (m)
51-89 Tec Street 210 1,206 1,416 35 1965 (m)
502 Old Country Road 97 554 651 14 1965 (m)
80-98 Tec Street 126 720 846 18 1965 (m)
201-233 Park Avenue 354 2,044 2,398 50 1962 (m)
6851 Jericho Turnpike 1,586 9,111 10,697 240 1969 (m)
One Fairchild Court 322 1,859 2,181 47 1959 (m)
79 Express Street 425 2,424 2,849 60 1972 (m)
92 Central Avenue 846 4,847 5,693 120 1961 (m)
160 Engineer Drive 152 877 1,029 21 1966 (m)
260 Engineers Drive 270 1,546 1,816 38 1966 (m)
87-119 Engineers Dr (i) 185 1,076 1,261 27 1966 (m)
950-970 South Broadway 256 1,529 1,785 40 1966 (m)
290 Duffy Avenue 389 2,423 2,812 59 1974 (m)
185 Price Parkway 622 3,551 4,173 88 1969 (m)
62 Alpha Plaza 159 902 1,061 6 1968 (m)
90 Alpha Plaza 130 745 875 5 1969 (m)
325 Duffy Avenue 488 2,765 3,253 6 1970 (m)
939 Motor Parkway 112 636 748 1 1977 (m)
2070 5th Avenue 386 2,186 2,572 5 1975 (m)
200 13th Avenue 316 1,791 2,107 4 1979 (m)
100 13th Avenue 351 1,989 2,340 4 1979 (m)
1 Comac Loop 351 1,989 2,340 4 1980 (m)
80 13th Avenue 421 2,387 2,808 5 1983 (m)
90 13th Avenue 387 2,191 2,578 5 1982 (m)
33 Comac Loop 386 2,188 2,574 5 1983 (m)
101-125 Comac Streer 912 5,167 6,079 11 1985 (m)
MILWAUKEE
6523 N. Sydney Place 176 1,112 1,288 57 1978 (m)
8800 W Bradley 388 2,242 2,630 88 1982 (m)
S-5
82
COSTS
CAPITALIZED
(B) SUBSEQUENT TO
LOCATION (A) INITIAL COST ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
1435 North 113th St Wauwatosa, WI 300 1,699 99
11217-43 W. Becher St West Allis, WI 148 841 59
2152 S 114th Street West Allis, WI 326 1,846 97
4560 N. 124th Street Wauwatosa, WI 118 667 84
12221 W. Feerick Street Wauwatosa, WI 210 1,190 81
MINNEAPOLIS
6701 Parkway Circle Brooklyn Center, MN 350 2,131 344
6601 Shingle Creek Parkway Brooklyn Center, MN 411 2,813 495
10120 W 76th Street Eden Prairie, MN 315 1,804 98
7615 Golden Triangle Eden Prairie, MN 268 1,532 342
7625 Golden Triangle Eden Prairie, MN 415 2,375 143
2605 Fernbrook Lane North Plymouth, MN 443 2,533 315
12155 Nicollet Ave. Burnsville, MN 286 - 1,678
9401 73rd Avenue North Brooklyn Park, MN 504 2,856 73
1905 W Country Road C Roseville, MN 402 2,278 65
2720 Arthur Street Roseville, MN 824 4,671 77
10205 51st Avenue North Plymouth, MN 180 1,020 69
4100 Peavey Road Chaska, MN 399 2,261 124
11300 Hamshire Ave South Bloomington, MN 527 2,985 223
375 Rivertown Drive Woodbury, MN 1,083 6,135 676
5205 Highway 169 Plymouth, MN 446 2,525 2,157
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 237
7100-7198 Shady Oak Rd (m) Eden Prairie, MN 1,118 6,333 485
1565 First Avenue NW New Brighton, MN 485 2,750 173
7125 Northland Terrace Brooklyn Park, MN 660 3,740 96
7102 Winnetka Brooklyn Park, MN 1,334 - -
6900 Shady Oak Road Eden Prairie, MN 310 1,756 219
7550-7588 Washington Square Eden Prairie, MN 153 867 28
7500-7546 Washington Square Eden Prairie, MN 229 1,300 39
5240-5300 Valley Industrial Blvd S Shakopee, MN 362 2,049 92
6477-6525 City West Parkway Eden Prairie, MN 810 4,590 70
NASHVILLE
3099 Barry Drive Portland, TN 418 2,368 52
3150 Barry Drive Portland, TN 941 5,333 329
1650 Elm Hill Pike Nashville, TN 329 1,867 39
1821 Air Lane Drive Nashville, TN 151 858 12
1102 Appleton Drive Nashville, TN 154 873 9
1920 Air Lane Drive Nashville, TN 250 1,415 18
1931 Air Lane Drive Nashville, TN 491 2,785 49
470 Metroplex Drive (i) Nashville, TN 619 3,507 44
1150 Antiock Pike Nashville, TN 667 3,748 45
5599 Highway 31 West Portland, TN 564 3,196 64
NEW JERSEY
116 Lehigh Drive Fairfield, NJ 851 4,823 98
60 Ethel Road West Piscataway, NJ 252 1,426 126
70 Ethel Road West Piscataway, NJ 431 2,443 143
105 Neptune Boulevard Neptune, NJ 245 1,386 70
140 Hanover Avenue Hanover, NJ 457 2,588 325
601-629 Montrose Avenue South Plainfield, NJ 487 2,762 186
3 Marlen Hamilton, NJ 71 404 32
5 Marlen Hamilton, NJ 116 655 40
7 Marlen Hamilton, NJ 128 728 52
8 Marlen Hamilton, NJ 230 1,302 41
15 Marlen Hamilton, NJ 53 302 31
17 Marlen Hamilton, NJ 104 588 44
1 South Gold Drive Hamilton, NJ 106 599 43
2 South Gold Drive Hamilton, NJ 200 1,131 67
5 South Gold Drive Hamilton, NJ 106 602 54
6 South Gold Drive Hamilton, NJ 59 332 32
7 South Gold Drive Hamilton, NJ 32 182 26
8 South Gold Drive Hamilton, NJ 103 584 43
9 South Gold Drive Hamilton, NJ 60 342 34
11 South Gold Drive Hamilton, NJ 183 1,039 65
12 South Gold Drive Hamilton, NJ 84 475 65
9 Princess Road Lawrenceville, NJ 221 1,254 72
11 Princess Road Lawrenceville, NJ 491 2,780 152
15 Princess Road Lawrenceville, NJ 234 1,328 270
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97 ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
1435 North 113th St 310 1,788 2,098 56 1993 (m)
11217-43 W. Becher St 155 893 1,048 13 1979 (m)
2152 S 114th Street 339 1,930 2,269 28 1980 (m)
4560 N. 124th Street 129 740 869 11 1976 (m)
12221 W. Feerick Street 221 1,260 1,481 16 1971 (m)
MINNEAPOLIS
6701 Parkway Circle 377 2,448 2,825 238 1987 (m)
6601 Shingle Creek Parkway 502 3,217 3,719 338 1985 (m)
10120 W 76th Street 318 1,899 2,217 136 1987 (m)
7615 Golden Triangle 268 1,874 2,142 265 1987 (m)
7625 Golden Triangle 415 2,518 2,933 223 1987 (m)
2605 Fernbrook Lane North 445 2,846 3,291 265 1987 (m)
12155 Nicollet Ave. 288 1,676 1,964 89 1995 (m)
9401 73rd Avenue North 512 2,921 3,433 128 1995 (m)
1905 W Country Road C 409 2,336 2,745 102 1993 (m)
2720 Arthur Street 832 4,740 5,572 206 1995 (m)
10205 51st Avenue North 187 1,082 1,269 49 1990 (m)
4100 Peavey Road 415 2,369 2,784 93 1988 (m)
11300 Hamshire Ave South 541 3,194 3,735 213 1983 (m)
375 Rivertown Drive 1,503 6,391 7,894 206 1996 (m)
5205 Highway 169 739 4,389 5,128 122 1960 (m)
6451-6595 Citywest Parkway 538 3,199 3,737 129 1984 (m)
7100-7198 Shady Oak Rd (m) 1,149 6,787 7,936 203 1982 (m)
1565 First Avenue NW 496 2,912 3,408 60 1978 (m)
7125 Northland Terrace 673 3,823 4,496 79 1996 (m)
7102 Winnetka 1,334 - 1,334 1 (o)
6900 Shady Oak Road 340 1,945 2,285 36 1980 (m)
7550-7588 Washington Square 157 891 1,048 24 1975 (m)
7500-7546 Washington Square 235 1,333 1,568 36 1975 (m)
5240-5300 Valley Industrial Blvd S 371 2,132 2,503 58 1973 (m)
6477-6525 City West Parkway 820 4,650 5,470 29 1984 (m)
NASHVILLE
3099 Barry Drive 424 2,414 2,838 75 1995 (m)
3150 Barry Drive 987 5,616 6,603 175 1993 (m)
1650 Elm Hill Pike 333 1,902 2,235 12 1984 (m)
1821 Air Lane Drive 153 868 1,021 5 1984 (m)
1102 Appleton Drive 153 883 1,036 6 1984 (m)
1920 Air Lane Drive 252 1,431 1,683 9 1985 (m)
1931 Air Lane Drive 497 2,828 3,325 18 1984 (m)
470 Metroplex Drive (i) 625 3,545 4,170 22 1986 (m)
1150 Antiock Pike 669 3,791 4,460 24 1987 (m)
5599 Highway 31 West 571 3,253 3,824 101 1995 (m)
NEW JERSEY
116 Lehigh Drive 862 4,910 5,772 122 1986 (m)
60 Ethel Road West 264 1,540 1,804 19 1982 (m)
70 Ethel Road West 451 2,566 3,017 32 1979 (m)
105 Neptune Boulevard 255 1,446 1,701 18 1989 (m)
140 Hanover Avenue 475 2,895 3,370 37 1964/1988 (m)
601-629 Montrose Avenue 514 2,921 3,435 36 1974 (m)
3 Marlen 74 433 507 1 1981 (m)
5 Marlen 121 690 811 8 1981 (m)
7 Marlen 135 773 908 9 1982 (m)
8 Marlen 234 1,339 1,573 3 1982 (m)
15 Marlen 57 329 386 4 1982 (m)
17 Marlen 110 626 736 8 1981 (m)
1 South Gold Drive 112 636 748 8 1973 (m)
2 South Gold Drive 209 1,189 1,398 15 1974 (m)
5 South Gold Drive 113 649 762 8 1974 (m)
6 South Gold Drive 63 360 423 4 1975 (m)
7 South Gold Drive 36 204 240 2 1976 (m)
8 South Gold Drive 109 621 730 8 1977 (m)
9 South Gold Drive 65 371 436 4 1980 (m)
11 South Gold Drive 192 1,095 1,287 13 1979 (m)
12 South Gold Drive 89 535 624 6 1980 (m)
9 Princess Road 231 1,316 1,547 13 1985 (m)
11 Princess Road 510 2,913 3,423 31 1985 (m)
15 Princess Road 244 1,588 1,832 23 1986 (m)
S-6
83
COSTS
(B) CAPITALIZED
LOCATION (A) INITIAL COST SUBSEQUENT TO
---------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
17 Princess Road Lawrenceville, NJ 342 1,936 105
220 Hanover Avenue Hanover, NJ 1,361 7,715 410
244 Shefield Street Mountainside, NJ 201 1,141 63
30 Troy Road Hanover, NJ 128 727 38
15 Leslie Court Hanover, NJ 126 716 42
20 Leslie Court Hanover, NJ 84 474 32
25 Leslie Court Hanover, NJ 512 2,899 112
130 Algonquin Parkway Hanover, NJ 157 888 46
150 Algonquin Parkway Hanover, NJ 85 479 31
55 Locust Avenue Roseland, NJ 535 3,034 171
31 West Forest Street (i) Englewood, NJ 941 5,333 239
25 World's Fair Drive Franklin, NJ 285 1,616 82
14 World's Fair Drive Franklin, NJ 483 2,735 206
16 World's Fair Drive Franklin, NJ 174 988 75
18 World's Fair Drive Franklin, NJ 123 699 44
23 World's Fair Drive Franklin, NJ 134 758 47
12 World's Fair Drive Franklin, NJ 572 3,240 150
1 World's Fair Drive Franklin, NJ 632 3,581 156
2 World's Fair Drive Franklin, NJ 625 3,539 192
49 Napoleon Court Franklin, NJ 230 1,306 49
50 Napoleon Court Franklin, NJ 149 842 40
22 World's Fair Drive Franklin, NJ 364 2,064 77
26 World's Fair Drive Franklin, NJ 361 2,048 113
24 World's Fair Drive Franklin, NJ 347 1,968 108
12 Wright Way Oakland, NJ 410 2,321 107
NEW ORLEANS
520-524 Elmwood Park Blvd (i) Jefferson, LA 926 5,248 150
125 Mallard St St. Rose, LA (g) 103 586 34
107 Mallard St. Rose, LA (g) 164 928 50
125 James Drive West St. Rose, LA (g) 246 1,392 77
161 James Drive West St. Rose, LA 298 1,687 41
150 James Drive East St. Rose, LA 399 2,258 71
115 James Drive West St. Rose, LA (g) 163 922 54
100 James Drive St. Rose, LA (g) 430 2,435 138
143 Mallard St St. Rose, LA (g) 143 812 50
160 James Drive East St. Rose, LA (g) 102 580 38
190 James Drive East St. Rose, LA (g) 205 1,160 65
120 Mallard St St. Rose, LA (g) 348 1,971 114
110 James Drive West St. Rose, LA (g) 143 812 46
150 Canvasback Dr St. Rose, LA 165 937 31
PHOENIX
7340 South Kyrene Rd Tempe, AZ 1,495 8,469 29
7350 S Kyrene Road Tempe, AZ 818 4,634 24
7360 South Kyrene Rd Tempe, AZ 508 2,876 21
7343 South Hardy Drive Tempe, AZ 1,119 6,341 48
SALT LAKE
2255 South 300 West (k) Salt Lake City, UT 618 3,504 27
512 Lawndale Drive (l) Salt Lake City, UT 2,779 15,749 114
ST. LOUIS
2337 Centerline Drive Maryland Heights, MO 216 1,242 111
6951 N Hanley (i) Hazelwood, MO 405 2,295 562
4560 Anglum Road Hazelwood, MO 150 849 86
2760 South 1st Street St. Louis, MO 800 - 4,087
TAMPA
6614 Adamo Drive Tampa, FL 177 1,005 20
202 Kelsey Tampa, FL 602 3,409 94
6202 Benjamin Road Tampa, FL 203 1,151 37
6204 Benjamin Road Tampa, FL 432 2,445 103
6206 Benjamin Road Tampa, FL 397 2,251 80
6302 Benjamin Road Tampa, FL 214 1,212 39
6304 Benjamin Road Tampa, FL 201 1,138 36
6306 Benjamin Road Tampa, FL 257 1,457 54
6308 Benjamin Road Tampa, FL 345 1,958 70
5313 Johns Road Tampa, FL 204 1,159 38
5602 Thompson Center Court Tampa, FL 115 652 24
5411 Johns Road Tampa, FL 230 1,304 41
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97
--------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
17 Princess Road 353 2,030 2,383 23 1986 (m)
220 Hanover Avenue 1,419 8,067 9,486 100 1987 (m)
244 Shefield Street 210 1,195 1,405 15 1965/1986 (m)
30 Troy Road 133 760 893 8 1972 (m)
15 Leslie Court 132 752 884 9 1971 (m)
20 Leslie Court 88 502 590 6 1974 (m)
25 Leslie Court 526 2,997 3,523 31 1975 (m)
130 Algonquin Parkway 163 928 1,091 9 1973 (m)
150 Algonquin Parkway 89 506 595 6 1973 (m)
55 Locust Avenue 559 3,181 3,740 39 1980 (m)
31 West Forest Street (i) 974 5,539 6,513 57 1978 (m)
25 World's Fair Drive 297 1,686 1,983 21 1986 (m)
14 World's Fair Drive 503 2,921 3,424 39 1980 (m)
16 World's Fair Drive 183 1,054 1,237 13 1981 (m)
18 World's Fair Drive 129 737 866 9 1982 (m)
23 World's Fair Drive 140 799 939 10 1982 (m)
12 World's Fair Drive 593 3,369 3,962 42 1981 (m)
1 World's Fair Drive 654 3,715 4,369 46 1983 (m)
2 World's Fair Drive 650 3,706 4,356 47 1982 (m)
49 Napoleon Court 238 1,347 1,585 3 1982 (m)
50 Napoleon Court 154 877 1,031 2 1982 (m)
22 World's Fair Drive 375 2,130 2,505 4 1983 (m)
26 World's Fair Drive 377 2,145 2,522 27 1984 (m)
24 World's Fair Drive 361 2,062 2,423 26 1984 (m)
12 Wright Way 424 2,414 2,838 30 1981 (m)
NEW ORLEANS
520-524 Elmwood Park Blvd (i) 949 5,375 6,324 11 1986 (m)
125 Mallard St 109 614 723 1 1984 (m)
107 Mallard 171 971 1,142 2 1985 (m)
125 James Drive West 257 1,458 1,715 3 1990 (m)
161 James Drive West 304 1,722 2,026 4 1986 (m)
150 James Drive East 409 2,319 2,728 5 1986 (m)
115 James Drive West 171 968 1,139 2 1986 (m)
100 James Drive 451 2,552 3,003 5 1980 (m)
143 Mallard St 151 854 1,005 2 1982 (m)
160 James Drive East 108 612 720 1 1981 (m)
190 James Drive East 215 1,215 1,430 3 1987 (m)
120 Mallard St 365 2,068 2,433 4 1981 (m)
110 James Drive West 150 851 1,001 2 1983 (m)
150 Canvasback Dr 170 963 1,133 2 1986 (m)
PHOENIX
7340 South Kyrene Rd 1,499 8,494 9,993 18 1996 (m)
7350 S Kyrene Road 821 4,655 5,476 10 1996 (m)
7360 South Kyrene Rd 511 2,894 3,405 6 1996 (m)
7343 South Hardy Drive 1,126 6,382 7,508 13 1997 (m)
SALT LAKE
2255 South 300 West (k) 622 3,527 4,149 7 1980 (m)
512 Lawndale Drive (l) 2,797 15,845 18,642 33 1981 (m)
ST. LOUIS
2337 Centerline Drive 216 1,353 1,569 124 1967 (m)
6951 N Hanley (i) 419 2,843 3,262 72 1965 (m)
4560 Anglum Road 161 924 1,085 8 1970 (m)
2760 South 1st Street 821 4,066 4,887 1 1997 (m)
TAMPA
6614 Adamo Drive 180 1,022 1,202 2 1967 (m)
202 Kelsey 616 3,489 4,105 7 1989 (m)
6202 Benjamin Road 209 1,182 1,391 2 1981 (m)
6204 Benjamin Road 445 2,535 2,980 6 1982 (m)
6206 Benjamin Road 409 2,319 2,728 5 1983 (m)
6302 Benjamin Road 220 1,245 1,465 3 1983 (m)
6304 Benjamin Road 206 1,169 1,375 2 1984 (m)
6306 Benjamin Road 265 1,503 1,768 3 1984 (m)
6308 Benjamin Road 356 2,017 2,373 4 1984 (m)
5313 Johns Road 210 1,191 1,401 2 1991 (m)
5602 Thompson Center Court 119 672 791 1 1972 (m)
5411 Johns Road 236 1,339 1,575 3 1997 (m)
S-7
84
COSTS
(B) CAPITALIZED
LOCATION (A) INITIAL COST SUBSEQUENT TO
---------------------- ACQUISITION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION
- - ---------------- ------------ ------------ ------ ----------- ---------------
5525 Johns Road Tampa, FL 192 1,086 36
5607 Johns Road Tampa, FL 102 579 23
5709 Johns Road Tampa, FL 192 1,086 36
5711 Johns Road Tampa, FL 243 1,376 64
4410 E Adamo Drive Tampa, FL 523 2,962 129
4420 E Adamo Drive Tampa, FL 127 718 34
4430 E Adamo Drive Tampa, FL 333 1,885 87
4440 E Adamo Drive Tampa, FL 348 1,975 91
4450 E Adamo Drive Tampa, FL 253 1,436 73
5453 W Waters Avenue Tampa, FL 71 402 20
5455 W Waters Avenue Tampa, FL 307 1,742 78
5553 W Waters Avenue Tampa, FL 307 1,742 76
5501 W Waters Avenue Tampa, FL 154 871 48
5503 W Waters Avenue Tampa, FL 71 402 20
5555 W Waters Avenue Tampa, FL 213 1,206 47
5557 W Waters Avenue Tampa, FL 59 335 18
5903 Johns Road Tampa, FL 88 497 29
4107 N Himes Avenue Tampa, FL 568 3,220 140
OTHER
931 Discovery Road Green Bay, WI 121 685 117
11200 Industiplex Blvd Baton Rouge, LA 463 2,624 83
11441 Indsutriplex Blvd Baton Rouge, LA 331 1,874 60
11301 Industriplex Blvd Baton Rouge, LA 265 1,499 50
6565 Exchequer Drive Baton Rouge, LA 461 2,614 79
2675 Valley View Drive Shreveport, LA 144 - 4,482
300 10th Street NW Clarion, IA 35 - 2,058
9580 Interport Dr Shreveport, LA 113 639 16
DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND 1,088 - 9,324
---------- ----------- ----------------
$ 173,055 $ 942,448 $ 81,346
========== =========== ================
GROSS AMOUNTS CARRIED
AT CLOSE OF PERIOD 12/31/97
--------------------------- ACCUMULATED
BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE
LAND IMPROVEMENTS TOTAL 12/31/97 RENOVATED LIVES (YEARS)
---- ------------ ----- -------- --------- -------------
5525 Johns Road Tampa, FL 197 1,117 1,314 2 1993 (m)
5607 Johns Road Tampa, FL 106 598 704 1 1991 (m)
5709 Johns Road Tampa, FL 197 1,117 1,314 2 1990 (m)
5711 Johns Road Tampa, FL 252 1,431 1,683 3 1990 (m)
4410 E Adamo Drive Tampa, FL 542 3,072 3,614 6 1990 (m)
4420 E Adamo Drive Tampa, FL 132 747 879 2 1990 (m)
4430 E Adamo Drive Tampa, FL 346 1,959 2,305 4 1987 (m)
4440 E Adamo Drive Tampa, FL 362 2,052 2,414 4 1988 (m)
4450 E Adamo Drive Tampa, FL 264 1,498 1,762 3 1969 (m)
5453 W Waters Avenue Tampa, FL 74 419 493 1 1987 (m)
5455 W Waters Avenue Tampa, FL 319 1,808 2,127 4 1987 (m)
5553 W Waters Avenue Tampa, FL 319 1,806 2,125 4 1987 (m)
5501 W Waters Avenue Tampa, FL 161 912 1,073 2 1990 (m)
5503 W Waters Avenue Tampa, FL 74 419 493 1 1990 (m)
5555 W Waters Avenue Tampa, FL 220 1,246 1,466 3 1990 (m)
5557 W Waters Avenue Tampa, FL 62 350 412 1 1990 (m)
5903 Johns Road Tampa, FL 92 522 614 1 1987 (m)
4107 N Himes Avenue Tampa, FL 589 3,339 3,928 7 1990 (m)
OTHER
931 Discovery Road Green Bay, WI 138 785 923 11 1997 (m)
11200 Industiplex Blvd Baton Rouge, LA 476 2,694 3,170 6 1986 (m)
11441 Indsutriplex Blvd Baton Rouge, LA 340 1,925 2,265 4 1987 (m)
11301 Industriplex Blvd Baton Rouge, LA 272 1,542 1,814 3 1985 (m)
6565 Exchequer Drive Baton Rouge, LA 473 2,681 3,154 6 1986 (m)
2675 Valley View Drive Shreveport, LA 276 4,350 4,626 1 1997 (m)
300 10th Street NW Clarion, IA 162 1,931 2,093 1 1997 (m)
9580 Interport Dr Shreveport, LA 115 653 768 1 1989 (m)
DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND 7,545 2,867 10,412 - (n)
-------- ---------- ---------- --------
$184,704 $1,012,145 $1,196,849 $ 22,319
======== ========== ========== ========
NOTES:
(a) See description of encumbrances in Note 4 to Notes to Consolidated
Financial statements.
(b) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(c) These properties collateralize the CIGNA Loan.
(d) These properties collateralize the Assumed Loans.
(e) This property collateralizes the LB Mortgage Loan II.
(f) This property collateralizes the Acquisition Mortgage Loan I.
(g) These properties collateralize the Acquisition Mortgage Loan II.
(h) These properties collateralize the Acquisition Mortgage Loan III.
(i) Comprised of two properties.
(j) Comprised of three properties.
(k) Comprised of seven properties.
(l) Comprised of 29 properties.
(m) 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
(n) These properties represent vacant land, developments and
redevelopments that haven't been placed in service.
(o) Parking Lot
(p) Excludes $4,211 of Construction in Progress
At December 31, 1997, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $985.2
million.
S-8
85
FIRST INDUSTRIAL, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
The changes in total real estate assets for the three years ended December 31,
1997 are as follows:
1997 1996 1995
----------- --------- ---------
Balance, Beginning of Year .............................. $ 353,781 $ 96,392 $ 163,168
Transfer of Assets Between Contributing Businesses ...... --- --- ---
Transfer of Assets Between Other Real Estate Partnerships --- --- (135,343)
Acquisition, Construction Costs and Improvements ........ 862,103 269,279 68,567
Disposition of Assets ................................... (14,824) (11,890) ---
----------- --------- ---------
Balance, End of Year .................................... $ 1,201,060 $ 353,781 $ 96,392
=========== ========= =========
The changes in accumulated depreciation for the three years ended December 31,
1997 are as follows:
1997 1996 1995
-------- ------- -------
Balance, Beginning of Year .............................. $ 8,133 $ 4,852 $ 4,112
Transfer of Assets Between Contributing Businesses ...... --- --- ---
Transfer of Assets Between Other Real Estate
Partnerships........................................... --- --- (3,352)
Depreciation for Year ................................... 14,660 5,115 4,092
Disposition of Assets ................................... (474) (1,834) ---
-------- ------- -------
Balance, End of Year .................................... $ 22,319 $ 8,133 $ 4,852
======== ======= =======
S-9
86
EXHIBIT INDEX
Exhibit No. Description
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.2 of the Form 10-Q of
the Operating Partnership for the fiscal quarter ended March 31,
1997, as amended by Form 10-Q/A No. 1 of the Operating
Partnership filed May 30, 1997, File No. 333-21873)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $150 million of 7.60% Notes due 2007 and
$100 million of 7.15% Notes due 2027 (incorporated by reference
to Exhibit 4.3 of the Form 10-Q of the Operating Partnership for
the fiscal quarter ended March 31, 1997, as amended by Form
10-Q/A No. 1 of the Operating Partnership filed May 30, 1997,
File No. 333-21873)
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $100 million of 7 3/8% Notes due 2011
(incorporated by reference to Exhibit 4.4 of the Form 10-Q of
the Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between First
Industrial, L.P. and First Trust National Association providing
for the issuance of Medium-term Notes due Nine Months or more
from Date of Issue (incorporated by reference to Exhibit 4 of
Form 8-K of the Operating Partnership dated November 3, 1997, as
filed November 3, 1997, File No. 333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.5 of the Form 10-Q of the
Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 15, 1997, by and among
the Operating Partnership, First Industrial Realty Trust, Inc.
and The First National Bank of Chicago, Union Bank of
Switzerland, New York Branch and certain other banks
(incorporated by reference to Exhibit 4.22 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, File No. 1-13102)
4.11 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.12* Form of Supplemental Indenture No. 4 between First Industrial,
L.P. and First Trust National Association as Trustee
4.13* Form of Note with respect to Dealer remarketable securities
4.14* Form of Remarketing Agreement between First Industrial, L.P.
and J.P. Morgan Securities Inc.
12.1* First Industrial, L.P. and Contributing Businesses Computation
of Ratios of Earnings to fixed charges and preferred unit
distributions (a)
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-13102)
23 * Consent of Coopers & Lybrand L.L.P.
27.1* Financial Data Schedule of First Industrial, L.P.
27.2* Financial Data Schedule of the Other Real Estate Partnership
99 * Definitive Proxy Statement of First Industrial Realty Trust,
Inc. with respect to its 1998 Annual Meeting of Stockholders
* Filed herewith.