1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to________. Commission File Number 1-13102 FIRST INDUSTRIAL REALTY TRUST, INC. (Exact name of Registrant as specified in its Charter) Maryland 36-3935116 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) (312) 344-4300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK (Title of class) NEW YORK STOCK EXCHANGE (Name of exchange on which registered) 9 1/2% SERIES A CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8 3/4% SERIES B CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 8 5/8% SERIES C CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.95% SERIES D CUMULATIVE PREFERRED STOCK DEPOSITARY SHARES EACH REPRESENTING 1/100 OF A SHARE OF 7.90% SERIES E CUMULATIVE PREFERRED STOCK (Title of class) NEW YORK STOCK EXCHANGE (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant was approximately $768.9 million based on the closing price on the New York Stock Exchange for such stock on March 12, 1999. At March 12, 1999, 38,019,898 shares of the Registrant's Common Stock, $.01 par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders to be held on May 12, 1999.
2 FIRST INDUSTRIAL REALTY TRUST, INC. TABLE OF CONTENTS PAGE ---- PART I. Item 1. Business.......................................................................................3 Item 2. The Properties.................................................................................7 Item 3. Legal Proceedings..............................................................................27 Item 4. Submission of Matters to a Vote of Security Holders............................................27 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters..........................28 Item 6. Selected Financial Data........................................................................28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..........31 Item 7a. Quantitative and Qualitative Disclosures About Market Risk.....................................43 Item 8. Financial Statements and Supplementary Data....................................................44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures..........44 PART III. Item 10. Directors and Executive Officers of the Registrant.............................................44 Item 11. Executive Compensation.........................................................................44 Item 12. Security Ownership of Certain Beneficial Owners and Management.................................44 Item 13. Certain Relationships and Related Transactions.................................................44 PART IV. Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K...........45 SIGNATURES................................................................................................51 1
3 This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. First Industrial Realty Trust, Inc. (the "Company") intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, changes in: economic conditions generally and the real estate market specifically, legislative/regulatory changes (including changes to laws governing the taxation of REITs), availability of capital, interest rates, competition, supply and demand for industrial properties in the Company's current and proposed market areas, general accounting principles, policies and guidelines applicable to REITs and status of Year 2000 compliance. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included herein and in the Company's other filings with the Securities and Exchange Commission. 2
4 PART I ITEM 1. BUSINESS THE COMPANY GENERAL First Industrial Realty Trust, Inc. is a Maryland corporation organized on August 10, 1993, and is a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). First Industrial Realty Trust, Inc. and its subsidiary partnerships (the "Company") is a self-administered and fully integrated real estate company which owns, manages, acquires, sells and develops industrial real estate. The Company completed its initial public offering in June 1994 (the "Initial Offering"). Upon consummation of the Initial Offering, the Company owned 226 industrial properties which contained an aggregate of 17.4 million square feet of gross leasable area ("GLA"). As of December 31, 1998, the Company's portfolio consisted of 551 in-service light industrial properties, 160 R&D/flex properties, 152 bulk warehouse, 72 regional warehouse and 52 manufacturing properties containing approximately 69.3 million square feet of GLA located in 25 states. The Company's interests in its properties and land parcels are held through partnerships controlled by the Company, including First Industrial, L.P. (the "Operating Partnership"), of which the Company is the sole general partner, as well as, among others, First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial Development Services, L.P. and TK-SV, LTD., of which the sole general partner of each is a wholly-owned subsidiary of the Company, and the sole limited partner of each is the Operating Partnership, as well as limited liability companies (the "L.L.C.'s") of which the Operating Partnership is the sole member. The Company is also the majority stockholder of First Industrial Enterprises of Michigan and FR Development Services, Inc. The Company, through wholly-owned limited liability companies of which the Operating Partnership is the sole member, also owns a 10% equity interest in, and provides asset and property management services to, a joint venture which invests in industrial properties. The Company utilizes an operating approach which combines the effectiveness of decentralized, locally based property management, acquisition, sales and development functions with the cost efficiencies of centralized acquisition, sales and development support, capital markets expertise, asset management and fiscal control systems. At March 12, 1999, the Company had 256 employees. The Company has grown and will seek to continue to grow through the acquisition of additional industrial properties and businesses, through the development of industrial properties and through joint venture relationships with institutional partners to invest in industrial properties. BUSINESS OBJECTIVES AND GROWTH PLANS The Company's fundamental business objective is to maximize the total return to its stockholders through increases in per share distributions and increases in the value of the Company's properties and operations. The Company's growth plan includes the following elements: o Internal Growth. The Company seeks to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iii) controlling and minimizing property operating and general and administrative expenses; (iv) renovating existing properties; and (v) increasing ancillary revenues from non-real estate sources. o External Growth. The Company seeks to grow externally through (i) the acquisition of portfolios of industrial properties, industrial property businesses or individual properties which meet the Company's investment parameters; (ii) the development of industrial properties; (iii) the expansion of its properties; and (iv) investments in industrial properties through joint venture relationships with institutional partners. 3
5 BUSINESS STRATEGIES The Company utilizes the following seven strategies in connection with the operation of its business: o Organization Strategy. The Company implements its decentralized property operations strategy through the use of experienced regional management teams and local property managers. Each operating region is headed by a managing director, who is a senior executive officer of, and has an equity interest in, the Company. The Company provides acquisition, development and financing assistance, asset management oversight and financial reporting functions from its headquarters in Chicago, Illinois to support its regional operations. The Company believes the size of its portfolio enables it to realize operating efficiencies by spreading overhead over many properties and by negotiating quantity purchasing discounts. o Market Strategy. The Company invests mainly in markets where it can achieve size and economies of scale. Based on the size of its portfolios in its current markets, which as of December 31, 1998 averaged approximately 2.2 million square feet per market, and the experience of its managing directors, the Company believes that it has sufficient market presence and resources to compete effectively. As of December 31, 1998, the Company owned portfolios in the metropolitan areas of Atlanta, Georgia; Baltimore, Maryland; Baton Rouge, Louisiana; Chicago, Illinois; Cincinnati, Ohio; Cleveland, Ohio; Columbus, Ohio; Dallas, Texas; Dayton, Ohio; Denver, Colorado; Des Moines, Iowa; Detroit, Michigan; Grand Rapids, Michigan; Hartford, Connecticut; Houston, Texas; Indianapolis, Indiana; Louisville, Kentucky; Milwaukee, Wisconsin; Minneapolis/St. Paul, Minnesota; Nashville, Tennessee; New Orleans, Louisiana; Philadelphia, Pennsylvania; Phoenix, Arizona; Portland, Oregon; Salt Lake City, Utah; St. Louis, Missouri and Tampa, Florida, as well as the regional areas of Central Pennsylvania, Long Island, New York and New Jersey. o Leasing and Marketing Strategy. The Company has an operational management strategy designed to enhance tenant satisfaction and portfolio performance. The Company pursues an active leasing strategy, which includes aggressively marketing available space, renewing existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. The Company also has local and national marketing programs which focus on the business and brokerage communities and national tenants. o Acquisition Strategy. The Company's acquisition strategy is to acquire properties in its current markets to capitalize on local market expertise and maximize operating effectiveness and efficiencies. o Development Strategy. Of the 987 properties in the Company's portfolio at December 31, 1998, 226 have been developed by either the Company or its former management. The Company will continue to leverage the development capabilities of its management, many of whom are leading developers in their respective markets. In 1996, the Company formed First Industrial Development Services, L.P. to focus on development activities. o Disposition Strategy. The Company continually evaluates local market conditions and property-related factors and is actively considering disposition of select assets. o Financing Strategy. The Company believes that the size of its portfolio, the diversity of its properties and tenants and the financial strength of the Company allow it access to the public capital markets which are not generally available to smaller, less diversified property owners because of the portfolio size and diversity requirements. RECENT DEVELOPMENTS In 1998, the Company acquired or completed development of 259 properties, two expansions and several parcels of land for a total estimated investment of approximately $623.7 million (approximately $49.4 million of which was issued as limited partnership interests in the Operating Partnership ("Units")). The Company also sold 41 in-service properties and several parcels of land for approximately $99.9 million of gross proceeds. The Company expanded its in-service portfolio 22.4% from December 31, 1997 to December 31, 1998. At December 31, 1998, the Company owned 987 in-service properties containing approximately 69.3 million square feet of GLA. The Company paid off and retired its $300.0 million mortgage loan on January 2, 1998. 4
6 During 1998, the Company, through the Operating Partnership, issued $300.0 million of senior unsecured debt with maturity dates ranging from 2011 to 2028. On February 4, 1998, the Company issued 5,000,000 depositary shares, representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock, at an initial offering price of $25 per depositary share, which resulted in gross proceeds of $125.0 million. On March 18, 1998, the Company issued 3,000,000 depositary shares, representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Preferred Stock, at an initial offering price of $25 per depositary share which resulted in gross proceeds of $75.0 million. On April 23, 1998, the Company issued 1,112,644 shares of $.01 par value common stock at an initial offering price of $32.625 per share which resulted in gross proceeds of $36.3 million. In 1998, the Operating Partnership issued, in the aggregate, 1,515,983 Units valued at approximately $49.4 million. On September 28, 1998, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "September 1998 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, owns a 10% equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. As of December 31, 1998, the September 1998 Joint Venture owned 130 industrial properties comprising approximately 6.3 million square feet of GLA. During the period January 1, 1999 through March 12, 1999, the Company acquired or completed development of four industrial properties and one land parcel for a total estimated investment of approximately $28.0 million. The Company also sold seven industrial properties for approximately $12.5 million of gross proceeds. FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES The Company has an active acquisition and development program through which it is continually engaged in identifying, negotiating and consummating portfolio and individual industrial property acquisitions and developments. As a result, the Company is currently engaged in negotiations relating to the possible acquisitions and developments of certain industrial properties located in the Company's current markets. The Company also has an active sales program through which it is continually engaged in identifying and evaluating its current portfolio for potential sales candidates in order to redeploy capital. As a result, the Company is currently engaged in negotiations relating to the possible sales of certain industrial properties in the Company's current portfolio. When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, the Company will consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, condition and design of the property; (iii) the potential for capital appreciation of the property; (iv) the ability of the Company to improve the property's performance through renovation; (v) the terms of tenant leases, including the potential for rent increases; (vi) the potential for economic growth and the tax and regulatory environment of the area in which the property is located; (vii) the potential for expansion of the physical layout of the property and/or the number of sites; (viii) the occupancy and demand by tenants for properties of a similar type in the vicinity; and (ix) competition from existing properties and the potential for the construction of new properties in the area. 5
7 INDUSTRY Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goods and/or the provision of services. As a result, the demand for industrial space in the United States is related to the level of economic output. Historically, occupancy rates for industrial property in the United States have been higher than those for other types of commercial property. The Company believes that the higher occupancy rate in the industrial property sector is a result of the construction-on-demand nature of, and the comparatively short development time required for, industrial property. For the five years ended December 31, 1998, the occupancy rates for industrial properties in the United States have ranged from 91.6% to 93.1%, with an occupancy rate of 91.8% at December 31, 1998. 6
8 ITEM 2. THE PROPERTIES GENERAL At December 31, 1998, First Industrial owned 987 in-service properties containing approximately 69.3 million square feet of GLA in 25 states, with a diverse base of more than 3,000 tenants engaged in a wide variety of businesses, including manufacturing, retailing, wholesale trade, distribution and professional services. The properties are generally located in business parks which have convenient access to interstate highways and rail and air transportation. The median age of the properties as of December 31, 1998 was approximately 15 years. The Company classifies its Properties into five industrial categories: Light industrial, R&D/flex, bulk warehouse, regional warehouse and manufacturing. While some properties may have characteristics which fall under more than one property type, the Company uses what it feels is the most dominating characteristic to categorize the property. 7
9 Each of the properties is wholly owned by the Company. The following tables summarize certain information as of December 31, 1998 with respect to the Company's properties. Information in the tables excludes properties under development at December 31, 1998. PROPERTY SUMMARY Light Industrial R&D/ FLEX Bulk Warehouse Regional Warehouse Manufacturing ------------------- ------------------ ------------------ -------------------- -------------------- Number of Number of Number of Number of Number of Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties - ----------------- -------- --------- -------- --------- ------- --------- -------- ---------- -------- ---------- Atlanta 458,841 8 153,508 4 2,860,554 11 255,846 3 596,750 5 Baltimore 591,546 9 78,421 1 171,000 1 - - - - Baton Rouge 116,347 3 - - 108,800 1 - - - - Central Pennsylvania 511,270 7 288,938 6 3,265,006 13 117,579 3 - - Chicago 1,650,819 28 214,900 5 3,734,145 18 87,548 2 1,392,592 7 Cincinnati 445,595 7 - - 800,080 3 - - 570,000 1 Cleveland 201,116 6 102,500 1 - - 51,525 1 - - Columbus 56,849 1 217,612 2 1,653,534 4 - - 255,470 1 Dallas 753,653 21 118,618 4 698,543 4 65,700 1 224,984 2 Dayton 322,746 6 20,000 1 - - - - - - Denver 1,887,857 46 1,856,512 48 202,939 2 301,131 5 - - Des Moines 129,072 4 - - 879,043 5 88,000 1 - - Detroit 2,918,510 106 689,184 23 2,486,937 14 843,846 19 17,240 1 Grand Rapids 594,816 12 10,000 1 2,259,355 12 - - 445,250 2 Hartford 441,800 10 - - 143,391 1 - - 84,000 1 Houston 484,981 7 95,073 1 1,521,877 11 372,585 5 - - Indianapolis 727,980 16 62,200 5 3,083,818 12 211,360 6 54,000 1 Long Island 2,080,694 40 560,460 4 1,358,593 8 162,871 3 62,898 1 Louisville - - - - 532,400 1 - - - - Milwaukee 347,259 7 37,765 1 - - 39,800 1 507,468 2 Minneapolis/St. Paul 1,355,410 25 805,494 12 976,594 4 612,972 6 1,676,124 18 Nashville 334,063 7 - - 1,336,037 7 - - 109,058 1 N. New Jersey 1,071,825 34 349,146 10 264,426 2 192,153 3 - - New Orleans 342,287 9 169,801 5 - - 40,500 1 - - Philadelphia 253,810 11 117,873 3 110,000 1 46,750 1 56,827 2 Phoenix 87,462 2 99,418 1 174,854 1 261,156 3 - - Portland 809,706 34 53,021 2 - - - - - - Salt Lake City 590,853 40 91,152 5 - - - - - - S. New Jersey 948,723 23 - - 321,406 2 129,971 2 22,738 1 St. Louis 540,180 11 - - 834,158 6 - - - - Tampa 350,741 10 331,098 15 213,744 2 243,840 5 - - Other (a) 25,254 1 - - 710,755 6 50,000 1 346,103 6 ---------- ------- --------- ------- ----------- ----- ---------- ------ --------- ---- Total 21,432,065 551 6,522,694 160 30,701,989 152 4,175,133 72 6,421,502 52 ========== ======= ========= ======= =========== ===== ========== ====== ========= ==== (a) Properties are located in Denton and Abilene, Texas; Wichita, Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin; Shreveport, Louisiana and Clarion, Iowa. 8
10 PROPERTY SUMMARY TOTALS TOTALS ---------------------------------------------------------------------------------- GLA AS A % OF NUMBER OF AVERAGE OCCUPANCY TOTAL METROPOLITAN AREA GLA PROPERTIES AT 12/31/98 PORTFOLIO - ------------------------- -------------- ----------------- -------------------- --------------- Atlanta 4,325,499 31 95% 6.2% Baltimore 840,967 11 99% 1.2% Baton Rouge 225,147 4 97% 0.3% Central Pennsylvania 4,182,793 29 93% 6.0% Chicago 7,080,004 60 95% 10.3% Cincinnati 1,815,675 11 98% 2.6% Cleveland 355,141 8 99% 0.5% Columbus 2,183,465 8 98% 3.2% Dallas 1,861,498 32 96% 2.7% Dayton 342,746 7 96% 0.5% Denver 4,248,439 101 97% 6.1% Des Moines 1,096,115 10 99% 1.6% Detroit 6,955,717 163 95% 10.1% Grand Rapids 3,309,421 27 99% 4.8% Hartford 669,191 12 94% 1.0% Houston 2,474,516 24 92% 3.6% Indianapolis 4,139,358 40 95% 6.0% Long Island 4,225,516 56 93% 6.1% Louisville 532,400 1 100% 0.8% Milwaukee 932,292 11 100% 1.3% Minneapolis/St. Paul 5,426,594 65 96% 7.8% Nashville 1,779,158 15 99% 2.6% N. New Jersey 1,877,550 49 86% 2.7% New Orleans 552,588 15 93% 0.8% Philadelphia 585,260 18 89% 0.8% Phoenix 622,890 7 88% 0.9% Portland 862,727 36 98% 1.2% Salt Lake City 682,005 45 87% 1.0% S. New Jersey 1,422,838 28 96% 2.1% St. Louis 1,374,338 17 83% 2.0% Tampa 1,139,423 32 94% 1.6% Other (a) 1,132,112 14 96% 1.6% -------------- ----------------- -------------------- --------------- Total or Average 69,253,383 987 95% 100.0% ============== ================= ==================== =============== (a) Properties are located in Denton and Abilene, Texas; Wichita, Kansas; West Lebanon, New Hampshire; Green Bay, Wisconsin; Shreveport, Louisiana and Clarion, Iowa. 9
11 Property Acquisition Activity During 1998, the Company completed 46 separate industrial property acquisition transactions totaling approximately 12.3 million square feet of GLA at a total purchase price of approximately $491.5 million, or $40.06 per square foot. The Company also purchased one property for redevelopment and numerous land parcels for an aggregate purchase price of approximately $46.3 million. The 247 industrial properties acquired have the following characteristics: NUMBER OF OCCUPANCYAT METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE 12/31/98 ACQUISITION DATE ---------------------------------------- ---------- --------------------------------- ----------- ------------------- Chicago, IL 1 53,500 Light Industrial 100% January 9, 1998 Chicago, IL 6 353,048 Light Industrial/Bulk Warehouse/ 88% January 12, 1998 Regional Warehouse/R&D Flex Minneapolis, MN 4 318,013 Manufacturing 90% January 15, 1998 Chicago, IL 1 288,000 Bulk Warehouse 100% January 16, 1998 Salt Lake City, UT 9 183,772 Light Industrial/R&D Flex 84% January 28, 1998 Denver, CO 10 448,186 R&D Flex 100% January 29, 1998 Chicago, IL 4 309,386 Light Industrial/Bulk Warehouse 82% January 30, 1998 Cincinnati, OH 1 69,220 Light Industrial 100% February 11, 1998 Long Island, NY 1 42,700 Light Industrial 100% March 3, 1998 Indianapolis, IN 1 181,950 Bulk Warehouse 100% March 4, 1998 Philadelphia, PA 16 534,360 Light Industrial/Bulk Warehouse/ 89% March 12, 1998 Regional Warehouse/R&D Flex /Manufacturing Grand Rapids, MI 2 75,200 Light Industrial 100% March 12, 1998 Chicago, IL 1 200,000 Manufacturing 100% March 17, 1998 Columbus, OH 2 217,612 R&D Flex 100% March 17, 1998 Long Island, NY 1 60,000 Light Industrial 100% March 23, 1998 Detroit, MI 1 66,132 Regional Warehouse 100% March 24, 1998 Detroit, MI 7 382,063 Light Industrial/Bulk Warehouse/ 100% March 25, 1998 R&D Flex Atlanta, GA 1 123,808 Bulk Warehouse 100% March 27, 1998 Grand Rapids, MI 1 423,230 Bulk Warehouse 100% March 31, 1998 Long Island, NY 1 99,600 Light Industrial 100% April 1, 1998 Hartford, CT 11 525,800 Light Industrial/Manufacturing 98% April 1, 1998 Long Island, NY 1 325,000 Bulk Warehouse 100% April 1, 1998 Des Moines, IA 3 75,072 Light Industrial 92% April 1, 1998 Detroit, MI 39 856,910 Light Industrial/Manufacturing/ 92% April 3, 1998 R&D Flex/Regional Warehouse Southern New Jersey (a) 29 1,531,588 Light Industrial/Bulk Warehouse/ 96% April 6, 1998 Manufacturing/Regional Warehouse Chicago, IL 1 284,135 Bulk Warehouse 100% April 9, 1998 Denver, CO 1 102,839 Bulk Warehouse 100% April 14, 1998 Columbus, OH 1 300,200 Bulk Warehouse 100% April 14, 1998 Baltimore, MD 11 840,967 Light Industrial/R&D Flex 99% April 15, 1998 Chicago, IL 1 56,400 Light Industrial 100% May 14, 1998 Tampa, FL (b) 9 135,662 Light Industrial/R&D Flex N/A May 20, 1998 Detroit, MI (b) 5 147,725 R&D Flex N/A May 20, 1998 Des Moines, IA 1 88,000 Regional Warehouse 100% June 10, 1998 Chicago, IL (b) 1 191,145 Light Industrial N/A June 10, 1998 Denver, CO 1 292,471 Light Industrial 100% June 23, 1998 Chicago, IL (b) 1 84,760 Light Industrial N/A June 30, 1998 Atlanta, GA (b) 3 347,056 Light Industrial/Bulk Warehouse/ N/A July 7, 1998 Regional Warehouse Tampa, FL 1 44,427 R&D Flex 100% July 16, 1998 Chicago, IL (b) 1 200,000 Bulk Warehouse N/A July 24, 1998 Phoenix, AZ 2 87,462 Light Industrial 60% August 14, 1998 Long Island, NY (b) 1 50,338 Light Industrial N/A August 18, 1998 Portland, OR 36 856,516 Light Industrial/R&D Flex 98% August 31, 1998 Philadelphia, PA 2 50,900 Light Industrial 88% September 30, 1998 Long Island, NY 1 52,329 Light Industrial 54% October 21, 1998 Dayton, OH 1 20,000 R&D Flex 100% October 30, 1998 Dallas, TX 12 291,168 Light Industrial/R&D Flex 99% November 4, 1998 ---------- ------------ Total 247 12,268,650 ========== ============ (a) One property comprising 109,771 square feet was sold on April 6, 1998 (b) Properties were sold to the September 1998 Joint Venture (hereinafter defined) in the fourth quarter of 1998 10
12 PROPERTY DEVELOPMENT ACTIVITY During 1998, the Company placed in-service 12 developments and two expansions totaling approximately 2.6 million square feet of GLA at a total cost of approximately $85.9 million, or $33.13 per square foot. The developed properties have the following characteristics: OCCUPANCY METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/98 COMPLETION DATE - ---------------------------- ----------- ------------------ ------------------- ---------------------- Detroit, MI (a) 70,000 Light Industrial 100% February 1, 1998 Milwaukee, WI 466,301 Manufacturing 100% March 2, 1998 Jefferson, IN 532,400 Bulk Warehouse 100% May 1, 1998 Detroit, MI 268,800 Bulk Warehouse 100% June 22, 1998 Detroit, MI 77,508 Light Industrial 100% June 26, 1998 Hartford, CT 143,391 Bulk Warehouse 80% July 1, 1998 Tampa, FL 21,778 Light Industrial 100% September 1, 1998 Cincinnati, OH 112,500 Bulk Warehouse 79% September 15, 1998 Long Island, NY 215,000 Light Industrial 82% September 24, 1998 Indianapolis, IN 60,000 Bulk Warehouse 100% September 30, 1998 Central, PA 242,824 Bulk Warehouse 100% September 30, 1998 Atlanta, GA 180,000 Bulk Warehouse 100% October 1, 1998 Central PA (a) 101,620 Light industrial 100% October 1, 1998 Indianapolis, IN 100,000 Bulk Warehouse 100% November 1, 1998 ----------- Total 2,592,122 =========== (a) Expansion. At December 31, 1998, the Company had 20 projects under development, with an estimated completion GLA of 2.5 million square feet and an estimated completion cost of approximately $101.9 million. PROPERTY SALES During 1998, the Company sold 41 in-service properties totaling approximately 2.0 million square feet of GLA and several land parcels. Total gross sales proceeds approximated $99.9 million. The in-service properties sold have the following characteristics: METROPOLITAN AREA GLA PROPERTY TYPE SALE DATE - ----------------------------- ---------------- ------------------------- ------------------------- Livonia, MI 38,500 Light Industrial January 7, 1998 Reading, PA 100,000 Bulk Warehouse March 5, 1998 Allentown, PA 101,750 Light Industrial March 5, 1998 Allentown, PA 43,425 Light Industrial March 5, 1998 Reading, PA 69,190 Bulk Warehouse March 5, 1998 Lebanon, PA 88,400 Bulk Warehouse March 11, 1998 Cherry Hill, NJ 109,771 Bulk Warehouse April 6, 1998 Byron, MI 16,000 Light Industrial July 21, 1998 Madison Heights, MI 29,550 Light Industrial July 30, 1998 Chicago, IL 80,400 Light Industrial September 2, 1998 Denver, CO 43,720 R&D Flex September 8, 1998 Chicago, IL (a) 200,000 Bulk Warehouse October 6, 1998 Chicago, IL (a) 191,145 Light Industrial October 6, 1998 Detroit, MI (a) 147,725 R&D Flex November 5, 1998 Long Island, NY (a) 50,338 Light Industrial November 19, 1998 Chicago, IL (a) 84,760 Light Industrial November 19, 1998 Atlanta, GA (a) 347,056 Light Industrial/ November 19, 1998 Bulk Warehouse/ Regional Warehouse Tampa, FL (a) 135,662 Light Industrial/ November 19, 1998 R&D Flex Englewood, CO 64,733 Light Industrial December 11, 1998 Farmington Hills, MI 7,306 Light Industrial December 15, 1998 Hamilton, NJ 37,406 Light Industrial December 30, 1998 Olivette, MO 31,500 Manufacturing December 30, 1998 Denver, CO 28,600 Light Industrial December 31, 1998 ---------------- Total 2,046,937 ================ (a) Properties were sold to the September 1998 Joint Venture (hereinafter defined) 11
13 PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END During the period January 1, 1999 through March 12, 1999, the Company acquired or completed development of four industrial properties and one land parcel for a total estimated investment of approximately $28.0 million. The Company also sold seven industrial properties for approximately $12.5 million of gross proceeds. 12
14 DETAIL PROPERTY LISTING The following table lists all of the Company's properties as of December 31, 1998, by geographic market area. PROPERTY LISTING LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- ATLANTA - ------- 4250 River Green Parkway Duluth, GA (b) 1988 R&D/Flex 2.14 28,942 100% 3400 Corporate Parkway Duluth, GA (b) 1987 Light Industrial 3.73 59,959 100% 3450 Corporate Parkway Duluth, GA (b) 1988 R&D/Flex 2.38 37,346 66% 3500 Corporate Parkway Duluth, GA (b) 1991 R&D/Flex 2.80 44,242 100% 3425 Corporate Parkway Duluth, GA (b) 1990 R&D/Flex 3.49 42,978 100% 1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100% 415 Industrial Park Road Cartersville, GA 1986 Manufacturing 9.27 119,657 100% 434 Industrial Park Road Cartersville, GA 1988 Manufacturing 8.07 57,493 100% 435 Industrial Park Road Cartersville, GA 1986 Reg. Warehouse 8.03 71,000 100% 14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100% 801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,090 100% 1665 Dogwood Drive Conyers, GA 1973 Manufacturing 9.46 198,000 100% 1715 Dogwood Drive Conyers, GA 1973 Manufacturing 4.61 100,000 100% 11235 Harland Drive Covington, GA 1988 Light Industrial 5.39 32,361 100% 700 Westlake Parkway Atlanta, GA 1990 Light Industrial 3.50 56,400 100% 800 Westlake Parkway Atlanta, GA 1991 Bulk Warehouse 7.40 132,400 80% 4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 100% 4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 171,671 100% 4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100% 4081 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 12.83 254,172 100% 1875 Rockdale Industrial Blvd. Conyers, GA 1966 Manufacturing 5.70 121,600 100% 3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,276 100% 370 Great Southwest Pkway (n) Atlanta, GA 1986 Light Industrial 8.06 150,536 80% 3495 Bankhead Highway (n) Atlanta, GA 1986 Bulk Warehouse 20.50 408,819 70% 955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 100% 6105 Boatrock Boulevard Atlanta, GA 1972 Light Industrial 1.79 32,000 100% 1640 Sands Place Marietta, GA 1977 Light Industrial 1.97 35,425 100% 7000 Highland Parkway Smyrna, GA 1998 Bulk Warehouse 10.00 123,808 100% 2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100% ---------- ------- SUBTOTAL OR AVERAGE 4,325,499 95% ---------- ------- BALTIMORE - --------- 3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,400 100% 1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100% 1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 100% 1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100% 1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100% 1820 Portal Baltimore, MD (i) 1982 Bulk Warehouse 6.55 171,000 100% 6615 Tributary Baltimore, MD 1987 Light Industrial 4.36 65,860 100% 7340 Executive Frederick, MD 1988 R&D/Flex 9.38 78,421 100% 4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 100% 8900 Yellow Brick Road Baltimore, MD 1982 Light Industrial 5.80 60,000 100% 7476 New Ridge Hanover, MD 1987 Light Industrial 18.00 71,866 89% ---------- ------- SUBTOTAL OR AVERAGE 840,967 99% ---------- ------- BATON ROUGE - ----------- 11200 Industriplex Blvd. Baton Rouge, LA 1986 Light Industrial 3.00 42,355 100% 11441 Industriplex Blvd. Baton Rouge, LA 1987 Light Industrial 2.40 35,596 81% 11301 Industriplex Blvd. Baton Rouge, LA 1985 Light Industrial 2.50 38,396 100% 6565 Exchequer Drive Baton Rouge, LA 1986 Bulk Warehouse 5.30 108,800 100% ---------- ------- SUBTOTAL OR AVERAGE 225,147 97% ---------- ------- CENTRAL PENNSYLVANIA - -------------------- 1214-B Freedom Road Cranberry, PA 1982 Reg. Warehouse 5.99 32,779 100% 401 Russell Drive Middletown, PA 1990 Reg. Warehouse 5.20 52,800 100% 2700 Commerce Drive Middletown, PA 1990 Reg. Warehouse 3.60 32,000 100% 2701 Commerce Drive Middletown, PA 1989 Light Industrial 6.40 48,000 100% 2780 Commerce Drive Middletown, PA 1989 Light Industrial 2.00 21,600 100% 5035 Ritter Road Mechanicsburg, PA 1988 R&D/Flex 5.50 56,556 100% 5070-B Ritter Road (n) Mechanicsburg, PA 1989 Light Industrial 5.20 60,000 100% 6340 Flank Drive Harrisburg, PA 1988 Light Industrial 6.70 68,200 71% 6345 Flank Drive Harrisburg, PA 1989 R&D/Flex 7.00 69,443 87% 6360 Flank Drive Harrisburg, PA 1988 R&D/Flex 5.30 46,500 81% 6380 Flank Drive Harrisburg, PA 1991 R&D/Flex 3.70 32,000 100% 6400 Flank Drive Harrisburg, PA 1992 R&D/Flex 5.30 52,439 100% 13
15 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- CENTRAL PENNSYLVANIA (CONT.) - ---------------------------- 6405 Flank Drive Harrisburg, PA 1991 R&D/Flex 5.96 32,000 100% 7125 Grayson Road Harrisburg, PA 1991 Bulk Warehouse 17.17 300,000 100% 7253 Grayson Road Harrisburg, PA 1990 Bulk Warehouse 12.42 196,000 81% 5020 Louise Drive Mechanicsburg, PA (a) 1995 Light Industrial 5.06 49,350 100% 7195 Grayson Road Harrisburg, PA (a) 1994 Bulk Warehouse 6.02 100,000 100% 400 First Street Middletown, PA 1963/96 Bulk Warehouse 14.88 167,500 100% 401 First Street Middletown, PA 1963/96 Bulk Warehouse 43.55 490,140 100% 500 Industrial Lane Middletown, PA 1970/96 Bulk Warehouse 10.29 115,890 100% 600 Hunter Lane Middletown, PA 1996 Bulk Warehouse 14.77 216,387 100% 300 Hunter Lane Middletown, PA 1996 Bulk Warehouse 16.71 321,333 100% Fruehauf Building #6 Middletown, PA 1998 Bulk Warehouse 0.00 242,824 100% 3380 Susquehanna Trail North York, PA 1990 Bulk Warehouse 10.00 112,500 100% 495 East Locust Lane York, PA 1993 Bulk Warehouse 15.00 200,000 100% 350 Old Silver Spring Road Mechanicsburg, PA 1968 Light Industrial 20.00 264,120 100% 4500 Westport Drive Mechanicsburg, PA 1996 Bulk Warehouse 11.20 178,600 100% 41 Weaver Road Denver, PA 1974 Bulk Warehouse 85.00 623,832 66% ---------- ------- SUBTOTAL OR AVERAGE 4,182,793 93% ---------- ------- CHICAGO - ------- 720-730 Landwehr Road Northbrook, IL (b) 1978 Light Industrial 4.29 66,912 100% 3170-3190 MacArthur Blvd. Northbrook, IL (b) 1978 Light Industrial 2.14 41,822 100% 20W201 101st Street Lemont, IL (b) 1988 Bulk Warehouse 8.72 160,200 100% 280-296 Palatine Road Wheeling, IL (b) 1978 Bulk Warehouse 4.67 90,387 90% 1330 West 43rd Street Chicago, IL 1977 Bulk Warehouse 4.25 109,728 100% 2300 Hammond Drive Schaumburg, IL 1970 Light Industrial 4.13 77,000 100% 6500 North Lincoln Avenue Lincolnwood, IL 1965/88 Light Industrial 2.52 63,050 62% 3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 205,481 100% 917 North Shore Drive Lake Bluff, IL 1974 Light Industrial 4.27 84,575 100% 6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 100% 585 Slawin Court Mount Prospect, IL 1992 R&D/Flex 3.71 38,150 100% 2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 81% 3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100% 3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 67,058 100% 736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,520 100% 5310-5352 East Avenue Countryside, IL 1975 Light Industrial 4.77 88,042 100% 12330-12358 South LaTrobe Alsip, IL 1975 Light Industrial 3.71 85,390 92% 480 East 14th St. Chicago Heights, IL 1958 Bulk Warehouse 11.66 285,000 100% 305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100% 700-714 Landwehr Road Northbrook, IL 1978 Light Industrial 1.99 41,835 91% 4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100% 13040 S. Crawford Avenue Alsip, IL 1976 Bulk Warehouse 15.12 400,076 100% 12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,031 100% 3150-3160 MacArthur Blvd. Northbrook, IL (a) 1978 Light Industrial 2.14 41,820 100% 2101-2125 Gardner Road Broadview, IL (a) 1950/69 Manufacturing 9.98 323,425 100% 365 North Avenue Carol Stream, IL (a) 1969 Bulk Warehouse 28.65 225,000 100% 2942 MacArthur Boulevard Northbrook, IL (a) 1979 R&D/Flex 3.12 49,730 100% 7200 S. Leamington Bedford Park, IL 1950 Bulk Warehouse 12.24 310,752 100% 12301-12325 S. Laramie Avenue Alsip, IL 1975 Bulk Warehouse 8.83 204,586 100% 6300 West Howard Street Niles, IL 1956/64 Manufacturing 19.50 364,000 100% 301 Hintz Wheeling, IL 1960 Manufacturing 2.51 43,636 100% 301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100% 410 West 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,436 100% 1001 Commerce Court Buffalo Grove, IL 1989 Light Industrial 5.37 84,956 100% 11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 99% 405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100% 2201 Lunt Elk Grove Village, IL 1963 Bulk Warehouse 7.98 212,040 85% 1010-50 Sesame Street Bensenville, IL (f) 1976 Manufacturing 8.00 252,000 100% 5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100% 3200-3250 South St. Louis (n) Chicago, IL 1968 Light Industrial 8.66 74,685 100% 3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100% 7301 South Hamlin Chicago, IL 1975/86 Light Industrial 1.49 56,017 100% 7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 99% 3900 West 74th Street Chicago, IL 1975/86 Reg. Warehouse 2.13 66,000 100% 7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 145,714 0% 396 Fenton Lane West Chicago, IL 1987 R&D/Flex 2.74 36,480 100% 400 Wegner Drive West Chicago, IL 1988 Light Industrial 1.33 22,480 100% 450 Fenton Lane West Chicago, IL 1990 R&D/Flex 2.74 35,880 61% 1275 Roosevelt Road West Chicago, IL 1986 R&D/Flex 5.50 54,660 85% 385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 182,000 100% 505 Wegner Drive West Chicago, IL 1988 Reg. Warehouse 1.92 21,548 0% 335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100% 10435 Seymour Avenue Franklin Park, IL 1967 Light Industrial 1.85 53,500 100% 14
16 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- CHICAGO (CONT.) - --------------- 905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 33% 1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,787 100% 34-45 Lake Street Northlake, IL 1978 Bulk Warehouse 5.71 124,804 100% 2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,008 73% 4309 South Morgan Street Chicago, IL 1975 Manufacturing 6.91 200,000 100% 405-17 University Drive Arlington Hgts, IL 1977 Light Industrial 2.42 56,400 100% ---------- ------- SUBTOTAL OR AVERAGE 7,080,004 95% ---------- ------- CINCINNATI - ---------- 9900-9970 Princeton Cincinnati, OH (c) 1970 Bulk Warehouse 10.64 185,580 98% 2940 Highland Avenue Cincinnati, OH (c) 1969/74 Bulk Warehouse 17.08 502,000 100% 4700-4750 Creek Road Blue Ash, OH (c) 1960 Light Industrial 15.32 265,000 96% 4860 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 15,986 100% 4866 Duff Drive Cincinnati, OH 1979 Light Industrial 1.02 16,000 100% 4884 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,000 70% 4890 Duff Drive Cincinnati, OH 1979 Light Industrial 1.59 25,018 100% 9636-9643 Interocean Drive Cincinnati, OH 1983 Light Industrial 4.13 29,371 100% 7600 Empire Drive Florence, KY 1964 Manufacturing 38.73 570,000 100% 12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 86% 901 Pleasant Valley Drive Springboro, OH 1984 Light Industrial 7.70 69,220 100% ---------- ------- SUBTOTAL OR AVERAGE 1,815,675 98% ---------- ------- CLEVELAND - --------- 6675 Parkland Boulevard Salon, OH 1991 R&D/Flex 10.41 102,500 100% 21510-21600 Alexander Rd. (o) Oakwood, OH 1985 Light Industrial 5.70 106,721 98% 5405 & 5505 Valley Belt Rd.(n) Independence, OH 1983 Light Industrial 6.23 62,395 100% 10145 Philipp Parkway Streetsboro, OH 1994 Reg. Warehouse 4.00 51,525 100% 4410 HAMANN WILLOUGHBY, OH 1975 LIGHT INDUSTRIAL 1.40 32,000 100% ---------- ------- SUBTOTAL OR AVERAGE 355,141 99% ---------- ------- COLUMBUS - -------- 6911 Americana Parkway Columbus, OH 1980 Light Industrial 4.05 56,849 78% 3800 Lockbourne Industrial Pky Columbus, OH 1986 Bulk Warehouse 43.60 404,734 100% 3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 22.13 705,600 100% 1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 88% 4300 Cemetery Road Hilliard, OH 1968 Manufacturing 62.71 255,470 100% 4115 Leap Road (n) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100% 3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 100% ---------- ------- SUBTOTAL OR AVERAGE 2,183,465 98% ---------- ------- DALLAS - ------ 1275-1281 Roundtable Drive Dallas, TX 1966 Light Industrial 1.75 30,642 100% 2406-2416 Walnut Ridge Dallas, TX 1978 Light Industrial 1.76 44,000 100% 12750 Perimeter Drive Dallas, TX 1979 Bulk Warehouse 6.72 178,200 100% 1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100% 1405-1409 Avenue II East Grand Prairie, TX 1969 Light Industrial 1.79 36,000 100% 2651-2677 Manana Dallas, TX 1966 Light Industrial 2.55 82,229 100% 2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100% 4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100% 900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100% 2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 100% 2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100% 2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100% 12784 Perimeter Drive (o) Dallas, TX 1981 Light Industrial 4.57 95,671 100% 3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100% 3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100% 5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100% 405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 100% 816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 0% 1017-25 Jacksboro Highway Fort Worth, TX 1970 Light Industrial 1.49 30.000 100% 7341 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.09 20,000 100% 7427 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.60 27,500 100% 7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,000 100% 7370 Dogwood Park Richland Hills, TX (m) 1987 Light Industrial 1.18 18,500 100% 7339-41 Tower Street Richland Hills, TX 1980 Light Industrial 0.95 17,600 100% 7437-45 Tower Street Richland Hills, TX 1977 Light Industrial 1.16 20,000 100% 7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,800 100% 7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,208 92% 7450-70 Dogwood Park Richland Hills, TX (m) 1985 Light Industrial 0.88 18,000 100% 7423-49 Airport Freeway Richland Hills, TX (m) 1985 R&D/Flex 2.39 33,810 100% 7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 21,750 100% ---------- ------- SUBTOTAL OR AVERAGE 1,861,498 96% ---------- ------- DAYTON - ------ 6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 100% 6202-6220 Executive Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 100% 6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 79% 15
17 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- DAYTON (CONT.) - -------------- 5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100% 6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 84,000 100% 2200-2224 Sandridge Road Moriane, OH 1983 Light Industrial 2.96 58,746 100% 8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 100% ---------- ------- SUBTOTAL OR AVERAGE 342,746 96% ---------- ------- DENVER - ------ 7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,269 94% 7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 77% 7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 100% 7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 97% 7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 95% 10691 East Bethany Drive Aurora, CO 1979 Light Industrial 1.84 25,026 100% 20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 99% 15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,758 89% 12850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 100% 5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 88% 5801 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 15,500 70% 5805 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,358 23% 5815 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,765 100% 5825 West 6th Avenue Lakewood, CO 1980 R&D/Flex 1.03 20,748 100% 5835 West 6th Avenue Lakewood, CO 1980 Light Industrial 1.03 20,490 100% 525 East 70th Street Denver, CO 1985 Light Industrial 5.18 12,000 100% 565 East 70th Street Denver, CO 1985 Light Industrial 5.18 29,990 100% 605 East 70th Street Denver, CO 1985 Light Industrial 5.18 34,000 88% 625 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 100% 665 East 70th Street Denver, CO 1985 Light Industrial 5.18 24,000 83% 700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 100% 702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 100% 800 East 73rd Denver, CO 1984 R&D/Flex 4.50 49,360 100% 850 East 73rd Denver, CO 1984 R&D/Flex 4.50 38,962 100% 6425 North Washington Denver, CO 1983 R&D/Flex 4.05 82,120 100% 3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,520 50% 3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 100% 3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 100% 3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,775 100% 3350 North Peoria Street Aurora, CO 1978 R&D/Flex 2.16 33,573 96% 4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 100% 4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100% 1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,788 100% 12401-41 East 37th Avenue Denver, CO 1980 R&D/Flex 1.19 26,922 100% 3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 54,666 100% 3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100% 5454 Havana Street Denver, CO 1980 R&D/Flex 2.68 42,504 100% 5500 Havana Street Denver, CO 1980 R&D/Flex 2.19 34,776 100% 4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100% 5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 91% 5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100% 5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100% 5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100% 2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100% 6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100% 875 Parfet Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100% 4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 50,160 100% 833 Parfet Street Lakewood, CO 1974 R&D/Flex 2.57 24,800 100% 11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100% 7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 97% 7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 100% 6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 100% 445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 100% East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,200 100% Centennial Airport Business Pk. Denver, CO 1997 R&D/Flex 3.20 59,270 100% 9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100% 9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100% 9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 100% 9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 100% 8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 100% 8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100% 8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100% 451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100% 14100 East Jewell Aurora, CO 1980 R&D/Flex 3.67 58,553 67% 14190 East Jewell Aurora, CO 1980 R&D/Flex 1.84 29,442 92% 608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 85% 610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 100% 16
18 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- DENVER (CONT.) - -------------- 1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100% 1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100% 15000 West 6th Avenue Golden, CO 1985 R&D/Flex 5.25 69,279 100% 14998 West 6th Avenue E Golden, CO 1995 R&D/Flex 2.29 42,832 100% 14998 West 6th Avenue F Englewood, CO 1995 R&D/Flex 2.29 20,424 100% 12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 100% 6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 60,112 85% 7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 100% 2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,267 62% 2370 South Trenton Way Denver, CO 1983 R&D/Flex 3.27 22,735 100% 2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 100% 2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 100% 651 Topeka Way Denver, CO 1985 R&D/Flex 4.53 24,000 100% 680 Atchinson Way Denver, CO 1985 R&D/Flex 4.53 24,000 100% 8122 South Park Lane - A Littleton, CO 1986 R&D/Flex 5.09 43,987 100% 8122 South Park Lane - B Littleton, CO 1986 Light Industrial 2.28 20,389 100% 1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 100% 1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100% 1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100% 13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 100% 4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,381 100% 14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100% 11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100% 5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 53,838 100% 3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100% 2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100% 2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 83% 14818 West 6th Avenue Bldg. A Golden, CO 1985 R&D/Flex 2.54 39,776 100% 14828 West 6th Avenue Bldg. B Golden, CO 1985 R&D/Flex 2.54 41,805 100% 12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 100% 4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100% 4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100% 5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100% 7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 100% ---------- ------- SUBTOTAL OR AVERAGE 4,248,439 97% ---------- ------- DES MOINES - ---------- 1500 East Washington Avenue Des Moines, IA 1987 Bulk Warehouse 13.25 192,466 100% 1600 East Washington Avenue Des Moines, IA 1987 Bulk Warehouse 6.78 81,866 100% 4121 McDonald Avenue Des Moines, IA 1977 Bulk Warehouse 11.02 177,431 100% 4141 McDonald Avenue Des Moines, IA 1976 Bulk Warehouse 11.03 263,196 100% 4161 McDonald Avenue Des Moines, IA 1979 Bulk Warehouse 11.02 164,084 100% 5701 NE 17th Street Des Moines, IA 1968 Light Industrial 2.30 54,000 100% 3100 Justin Des Moines, IA 1970 Light Industrial 2.16 30,000 100% 3101 104th St. Des Moines, IA 1970 Light Industrial 2.16 30,072 81% 3051 104th St. Des Moines, IA 1993 Light Industrial 1.08 15,000 100% 2250 Delaware Ave. Des Moines, IA 1975 Reg. Warehouse 4.20 88,000 100% ---------- ------- SUBTOTAL OR AVERAGE 1,096,115 99% ---------- ------- DETROIT - ------- 2654 Elliott Troy, MI (b) 1986 R&D/Flex 0.75 9,700 100% 1731 Thorncroft Troy, MI (b) 1969 Light Industrial 2.26 38,000 100% 1653 E. Maple Troy, MI (b) 1990 R&D/Flex 1.38 23,392 100% 47461 Clipper Plymouth, MI (b) 1992 Light Industrial 1.10 11,600 100% 47522 Galleon Plymouth, MI (b) 1990 Light Industrial 0.90 13,507 100% 4150 Varsity Drive Ann Arbor, MI (b) 1986 Light Industrial 4.32 26,400 100% 1330 Crooks Road Clawson, MI (b) 1960 Light Industrial 5.55 42,360 100% 12000 Merriman Road Livonia, MI 1975 Bulk Warehouse 9.28 180,000 67% 238 Executive Drive Troy, MI 1973 Light Industrial 1.32 13,740 100% 256 Executive Drive Troy, MI 1974 Light Industrial 1.12 11,273 100% 301 Executive Drive Troy, MI 1974 Light Industrial 1.27 20,411 100% 449 Executive Drive Troy, MI 1975 Reg. Warehouse 2.12 33,001 100% 501 Executive Drive Troy, MI 1984 Light Industrial 1.57 18,061 100% 645 Executive Drive Troy, MI 1972 Light Industrial 2.27 32,470 100% 451 Robbins Drive Troy, MI 1975 Light Industrial 1.88 28,401 100% 700 Stephenson Highway Troy, MI 1978 R&D/Flex 3.13 29,344 100% 800 Stephenson Highway Troy, MI 1979 R&D/Flex 4.39 48,200 100% 1150 Stephenson Highway Troy, MI 1982 R&D/Flex 1.70 18,107 100% 1200 Stephenson Highway Troy, MI 1980 R&D/Flex 2.65 25,025 100% 1035 Crooks Road Troy, MI 1980 Light Industrial 1.74 23,320 100% 1095 Crooks Road Troy, MI 1986 R&D/Flex 2.83 35,042 100% 1416 Meijer Drive Troy, MI 1980 Light Industrial 1.20 17,944 100% 1624 Meijer Drive Troy, MI 1984 Light Industrial 3.42 44,040 100% 1972 Meijer Drive Troy, MI 1985 Reg. Warehouse 2.36 37,075 100% 2112 Meijer Drive Troy, MI 1980 Reg. Warehouse 4.12 34,558 100% 17
19 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- DETROIT (CONT.) - --------------- 1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100% 1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100% 1749 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.69 26,125 100% 1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100% 1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100% 1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100% 1902 Northwood Drive Troy, MI 1977 R&D/Flex 3.65 62,925 0% 1921 Northwood Drive Troy, MI 1977 Light Industrial 2.33 42,000 100% 2230 Elliott Avenue Troy, MI 1974 Light Industrial 0.90 12,612 100% 2237 Elliott Avenue Troy, MI 1974 Light Industrial 0.96 12,612 100% 2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100% 2291 Elliott Avenue Troy, MI 1974 Light Industrial 1.06 12,200 100% 2451 Elliott Avenue Troy, MI 1974 Light Industrial 1.68 24,331 100% 2730 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 3.52 57,850 100% 2791 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 4.48 64,199 100% 2871 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 3.55 49,543 100% 2911 Research Drive Rochester Hills, MI 1992 Reg. Warehouse 5.72 80,078 100% 3011 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 2.55 32,637 100% 2870 Technology Drive Rochester Hills, MI 1988 Light Industrial 2.41 24,445 100% 2890 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.76 24,410 100% 2900 Technology Drive Rochester Hills, MI 1992 Reg. Warehouse 2.15 31,047 100% 2920 Technology Drive Rochester Hills, MI 1992 Light Industrial 1.48 19,011 100% 2930 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.41 17,994 100% 2950 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.48 19,996 100% 2960 Technology Drive Rochester Hills, MI 1992 Reg. Warehouse 3.83 41,565 100% 23014 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.65 7,200 100% 23028 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.26 20,265 100% 23035 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.23 15,200 100% 23042 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.75 8,790 100% 23065 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.91 12,705 0% 23070 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 1.43 16,765 100% 23079 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.85 10,830 100% 23093 Commerce Drive Farmington Hills, MI 1983 Reg. Warehouse 3.87 49,040 100% 23135 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.02 23,969 100% 23149 Commerce Drive Farmington Hills, MI 1985 Reg. Warehouse 6.32 47,700 100% 23163 Commerce Drive Farmington Hills, MI 1986 Light Industrial 1.51 19,020 100% 23177 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.29 32,127 100% 23206 Commerce Drive Farmington Hills, MI 1985 Light Industrial 1.30 19,822 100% 23290 Commerce Drive Farmington Hills, MI 1980 Reg. Warehouse 2.56 42,930 100% 23370 Commerce Drive Farmington Hills, MI 1980 Light Industrial 0.67 8,741 100% 24492 Indoplex Circle Farmington Hills, MI 1976 Light Industrial 1.63 24,000 100% 24528 Indoplex Circle Farmington Hills, MI 1976 Light Industrial 2.26 34,650 100% 31800 Plymouth Road - Bldg. 1 Livonia, MI 1968/89 Bulk Warehouse 42.71 705,829 99% 31800 Plymouth Road - Bldg. 2 Livonia, MI 1968/89 Bulk Warehouse 11.81 184,614 100% 31800 Plymouth Road - Bldg. 3 Livonia, MI 1968/89 Bulk Warehouse 6.13 98,024 96% 31800 Plymouth Road - Bldg. 6 Livonia, MI 1968/89 Bulk Warehouse 9.06 183,959 100% 31800 Plymouth Road - Bldg. 7 Livonia, MI 1968/89 Light Industrial 1.64 26,836 100% 21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 86% 2965 Technology Drive Rochester Hills, (a) 1995 Reg. Warehouse 4.92 66,395 100% 1451 Lincoln Avenue Madison Heights, (a) 1967 Light Industrial 3.92 75,000 100% 4400 Purks Drive Auburn Hills, MI (a) 1987 Light Industrial 13.04 157,100 100% 4177A Varsity Drive Ann Arbor, MI (a) 1993 Light Industrial 2.48 11,050 100% 6515 Cobb Drive Sterling Heights, MI(a) 1984 Light Industrial 2.91 47,597 100% 32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 0% 32200 N. Avis Drive Madison Heights, MI 1973 Light Industrial 6.15 88,700 100% 11813 Hubbard Livonia, MI 1979 Light Industrial 1.95 33,300 100% 11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100% 12050-12300 Hubbard (n) Livonia, MI 1981 Light Industrial 6.10 85,086 89% 38200 Plymouth Livonia, MI 1997 Bulk Warehouse 11.43 140,365 100% 38220 Plymouth Livonia, MI 1988 Bulk Warehouse 13.14 145,232 100% 38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100% 12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100% 9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 100% 9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 63% 28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 100% 28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 88% 28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 100% 28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 75% 28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 100% 28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 50% 28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100% 18
20 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- DETROIT (CONT.) - --------------- 9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 100% 9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100% 9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100% 9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100% 29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100% 29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100% 29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100% 29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 100% 29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100% 29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,620 100% 29120-29134 Airport Drive Romulus, MI 1986 Light Industrial 2.53 29,282 100% 29200-29214 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,282 100% 9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,170 100% 21405 Trolley Industrial Road Taylor, MI 1971 Bulk Warehouse 11.25 180,986 98% 26980 Trolley Industrial Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100% 12050-12200 Farmington Road Livonia, MI 1973 Light Industrial 1.34 25,470 82% 33200 Capitol Avenue Livonia, MI 1977 Light Industrial 2.16 40,000 100% 32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100% 2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 100% 32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100% 32940 Capitol Avenue Livonia, MI 1971 Light Industrial 0.45 8,480 100% 11862 Brookfield Avenue Livonia, MI 1972 Light Industrial 0.92 14,600 100% 11923 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.76 14,600 100% 11965 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.88 14,600 100% 34005 Schoolcraft Road Livonia, MI 1981 Light Industrial 1.70 26,100 100% 13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 100% 1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100% 1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100% 450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100% 556 Robbins Drive Troy, MI 1974 Light Industrial 0.63 8,760 100% 1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100% 12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 0% 12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 0% 33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100% 2002 Stephenson Highway Troy, MI 1986 R&D/Flex 1.42 21,850 100% 47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100% 32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100% 32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100% 32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100% 12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100% 33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 100% 1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 0% 1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100% 1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100% 9800 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100% 1840 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 2.42 33,240 100% 1885 Enterprise Drive Rochester Hills, MI 1990 Light Industrial 1.47 19,604 100% 1935-55 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 4.54 53,324 100% 5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100% 5800 Enterprise Court Warren, MI 1987 Manufacturing 1.48 17,240 100% 750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 100% 800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 100% 850 Chicago Road Troy, MI 1984 Light Industrial 0.97 16,049 100% 2805 S. Industrial Highway Ann Arbor, MI 1990 R&D/Flex 1.70 24,458 100% 6833 Center Drive Sterling Heights, MI 1998 Reg. Warehouse 4.42 66,132 100% 22731 Newman Street Dearborn, MI 1985 R&D/Flex 2.31 48,000 100% 32201 North Avis Drive Madison Heights, MI 1974 R&D/Flex 4.19 50,000 100% 1100 East Mandoline Road Madison Heights, MI 1967 Bulk Warehouse 8.19 117,903 100% 30081 Stephenson Highway Madison Heights, MI 1967 Light Industrial 2.50 50,750 100% 1120 John A. Papalas Drive (o) Lincoln Park, MI 1985 Light Industrial 10.30 120,410 100% 36555 Ecorse Romulus, MI 1998 Bulk Warehouse 18.00 268,800 100% 6340 Middlebelt Romulus, MI 1998 Light Industrial 11.03 77,508 100% ---------- ------- SUBTOTAL OR AVERAGE 6,955,717 95% ---------- ------- GRAND RAPIDS - ------------ 3232 Kraft Avenue Grand Rapids, MI (b) 1988 Bulk Warehouse 13.15 216,000 100% 8181 Logistics Drive Grand Rapids, MI (b) 1990 Bulk Warehouse 10.00 222,000 100% 5062 Kendrick Court Grand Rapids, MI (b) 1987 Manufacturing 2.06 31,750 100% 2 84th Street Byron Center, MI 1986 Light Industrial 3.01 30,000 100% 19
21 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- GRAND RAPIDS (CONT.) - -------------------- 100 84th Street Byron Center, MI 1979 Light Industrial 4.20 81,000 100% 511 76th Street Grand Rapids, MI 1986 Bulk Warehouse 14.44 202,500 100% 553 76th Street Grand Rapids, MI 1985 R&D/Flex 1.16 10,000 100% 555 76th Street Grand Rapids, MI 1987 Bulk Warehouse 12.50 200,000 100% 2925 Remico Avenue Grandville, MI 1988 Light Industrial 3.40 66,505 100% 2935 Walkent Court Grand Rapids, MI 1991 Light Industrial 6.13 64,961 100% 3300 Kraft Avenue Grand Rapids, MI 1987 Bulk Warehouse 11.57 200,000 100% 3366 Kraft Avenue Grand Rapids, MI 1987 Bulk Warehouse 12.35 200,000 100% 4939 Starr Avenue Grand Rapids, MI 1985 Light Industrial 3.87 30,000 100% 5001 Kendrick Court Grand Rapids, MI 1983 Light Industrial 4.00 61,500 51% 5050 Kendrick Court Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100% 5015 52nd Street Grand Rapids, MI 1987 Light Industrial 4.11 61,250 100% 5025 28th Street Grand Rapids, MI 1967 Light Industrial 3.97 14,400 100% 5079 33rd Street Grand Rapids, MI 1990 Bulk Warehouse 6.74 109,875 100% 5333 33rd Street Grand Rapids, MI 1991 Bulk Warehouse 8.09 101,250 100% 5130 Patterson Ave Grand Rapids, MI 1987 Light Industrial 6.57 30,000 100% 425 Gordon Industrial Court Grand Rapids, MI (a) 1990 Bulk Warehouse 8.77 173,875 100% 2851 Prairie Street Grandville, MI (a) 1989 Bulk Warehouse 5.45 117,251 100% 2945 Walkent Court Grand Rapids, MI (a) 1993 Bulk Warehouse 4.45 93,374 100% 537 76th Street Grand Rapids, MI (a) 1987 Light Industrial 5.26 80,000 100% 3395 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 3.70 42,600 100% 3427 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 2.40 32,600 100% 4412 Coloma Road Coloma, MI 1967 Bulk Warehouse 41.50 423,230 100% --------- ------- SUBTOTAL OR AVERAGE 3,309,421 99% ---------- ------- HARTFORD - -------- 20 Utopia Road Manchester, CT 1989 Light Industrial 3.96 36,000 100% 50 Utopia Road Manchester, CT 1987 Light Industrial 3.97 60,000 100% 171 Utopia Road Manchester, CT 1987 Light Industrial 3.93 50,000 100% 135 Sheldon road Manchester, CT 1987 Light Industrial 6.17 60,000 100% 169 Progress Road Manchester, CT 1987 Manufacturing 11.25 84,000 100% 227 Progress Drive Manchester, CT 1986 Light Industrial 2.51 19,800 100% 249 Progress Drive Manchester, CT 1985 Light Industrial 3.73 30,000 100% 428 Hayden Station Road Windsor, CT 1988 Light Industrial 5.47 36,000 100% 430 Hayden Station Road Windsor, CT 1987 Light Industrial 4.34 48,000 100% 436 Hayden Station Road Windsor, CT 1988 Light Industrial 10.96 60,000 100% 460 Hayden Station Road Windsor, CT 1985 Light Industrial 4.71 42,000 79% 345 MacCausland Court Cheshire, CT 1998 Bulk Warehouse 13.14 143,391 80% ---------- ------- SUBTOTAL OR AVERAGE 669,191 94% ---------- ------- HOUSTON - ------- 2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 100% 4545 Eastpark Drive Houston, TX 1972 Reg. Warehouse 3.80 81,295 0% 3351 Ranch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 64% 3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100% 3337-3347 Ranch Street Houston, TX 1970 Reg. Warehouse 2.29 60,085 100% 8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100% 4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100% 4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 100% 3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 100% 5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 100% 4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 64.77 113,400 58% 10600 Hampstead Houston, TX 1974 Light Industrial 1.26 19,063 100% 2300 Fairway Park Drive Houston, TX 1974 Light Industrial 1.25 19,008 100% 7969 Blakenship Houston, TX 1972 Light Industrial 2.27 48,140 100% 8001 Kempwood Houston, TX 1972 Light Industrial 1.45 33,034 100% 7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100% 2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 100% 6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 100% 1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100% 1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100% 4545 Mossford Drive Houston, TX 1975 Reg. Warehouse 3.56 66,565 100% 1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100% 7000 Empire Drive Houston, TX (h) 1980 R&D/Flex 6.25 95,073 91% 9777 West Gulfbank Drive Houston, TX (h) 1980 Light Industrial 15.45 252,242 85% ---------- ------- SUBTOTAL OR 2,474,516 92% ---------- ------- INDIANAPOLIS - ------------ 2900 North Shadeland Indianapolis, IN (c) 1957/1992 Bulk Warehouse 60.00 959,459 81% 2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 100% 2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100% 7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 100% 1445 Brookville Way Indianapolis, IN (c) 1989 Bulk Warehouse 8.79 115,200 100% 1440 Brookville Way Indianapolis, IN (c) 1990 Bulk Warehouse 9.64 166,400 100% 1240 Brookville Way Indianapolis, IN (c) 1990 Light Industrial 3.50 63,000 90% 20
22 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- INDIANAPOLIS (CONT.) - -------------------- 1220 Brookville Way Indianapolis, IN (c) 1990 R&D/Flex 2.10 10,000 100% 1345 Brookville Way Indianapolis, IN (d) 1992 Bulk Warehouse 5.50 132,000 98% 1350 Brookville Way Indianapolis, IN (c) 1994 Reg. Warehouse 2.87 38,460 100% 1315 Sadlier Circle East Drive Indianapolis, IN (d) 1970/1992 R&D/Flex 1.33 14,000 100% 1341 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.03 32,400 100% 1322-1438 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 3.79 36,000 100% 1327-1441 Sadlier Circle East Dr Indianapolis, IN (d) 1992 Light Industrial 5.50 54,000 93% 1304 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Reg. Warehouse 2.42 17,600 100% 1402 Sadlier Circle East Drive Indianapolis, IN (d) 1970/1992 Light Industrial 4.13 40,800 100% 1504 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Manufacturing 4.14 54,000 100% 1311 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 1.78 13,200 100% 1365 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Light Industrial 2.16 30,000 50% 1352-1354 Sadlier Circle E. Drive Indianapolis, IN (d) 1970/1992 Light Industrial 3.50 44,000 100% 1335 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 1.20 20,000 100% 1327 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 Reg. Warehouse 1.20 12,800 100% 1425 Sadlier Circle East Drive Indianapolis, IN (d) 1971/1992 R&D/Flex 2.49 5,000 100% 1230 Brookville Way Indianapolis, IN (c) 1995 Reg. Warehouse 1.96 15,000 100% 6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100% 6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100% 6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 100% 1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100% 6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 37.00 331,826 100% 2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 100% 8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 89% 8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 100% 8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 100% 3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 83% 3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 100% 4430 Airport Expressway Indianapolis, IN 1970 Bulk Warehouse 32.00 486,394 100% 6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100% 9200 East 146th Street Noblesville, IN 1961 Bulk Warehouse 21.65 158,000 100% 6575 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 4.00 60,000 100% 6585 East 30th Street Indianapolis, IN 1998 Bulk Warehouse 0.00 100,000 100% ---------- ------- SUBTOTAL OR AVERAGE 4,139,358 95% ---------- ------- LONG ISLAND - ----------- 1140 Motor Parkway Huppauge, NY 1978 Bulk Warehouse 8.00 153,500 100% 10 Edison Street Amityville, NY 1971 Light Industrial 1.40 34,400 100% 120 Secatogue Avenue Farmingdale, NY 1957 Reg. Warehouse 2.60 63,571 91% 100 Lauman Lane Hicksville, NY 1968 Reg. Warehouse 1.90 36,700 100% 200 Finn Court Farmingdale, NY 1965 Bulk Warehouse 5.00 105,573 100% 243 Dixon Avenue Amityville, NY 1978 Light Industrial 1.30 22,250 67% 717 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 12.30 150,000 100% 725 Broadway Avenue Holbrook, NY 1967 Bulk Warehouse 8.00 122,160 71% 270 Duffy Avenue Hicksville, NY 1956 R&D/Flex 8.40 134,625 99% 280 Duffy Avenue Hicksville, NY 1956 Light Industrial 2.60 49,200 100% 575 Underhill Boulevard Syosset, NY 1967 R&D/Flex 16.60 233,424 90% 5 Sidney Court Lindenhurst, NY 1962 Light Industrial 1.70 29,300 100% 7 Sidney Court Lindenhurst, NY 1964 Light Industrial 5.10 34,000 100% 450 Commack Road Deer Park, NY 1964 Light Industrial 5.10 60,005 100% 99 Layfayette Drive Syosset, NY 1964 Bulk Warehouse 10.90 221,454 99% 65 East Bethpage Road Plainview, NY 1960 Light Industrial 1.40 25,600 99% 171 Milbar Boulevard Farmingdale, NY 1961 Reg. Warehouse 2.30 62,600 99% 95 Horseblock Road Yaphank, NY 1971 Bulk Warehouse 20.00 180,906 85% 151-171 East 2nd Street Huntington, NY 1968 Light Industrial 2.70 42,725 100% 171-175 East 2nd Street Huntington, NY 1969 Light Industrial 2.60 42,374 100% 35 Bloomingdale Road Hicksville, NY 1962 Light Industrial 1.40 32,850 100% 15-39 Tec Street Hicksville, NY 1965 Light Industrial 1.10 17,350 87% 100 Tec Street Hicksville, NY 1965 Light Industrial 1.20 25,000 100% 51-89 Tec Street Hicksville, NY 1965 Light Industrial 1.20 21,850 100% 502 Old Country Road Hicksville, NY 1965 Light Industrial 0.50 10,000 100% 80-98 Tec Street Hicksville, NY 1965 Light Industrial 0.75 13,050 95% 201-233 Park Avenue Hicksville, NY 1962 Light Industrial 1.70 36,892 100% 6851 Jericho Turnpike Syosset, NY 1969 R&D/Flex 11.80 134,991 41% One Fairchild Court Plainview, NY 1959 R&D/Flex 5.75 57,420 93% 79 Express Street Plainview, NY 1972 Light Industrial 4.70 72,146 84% 92 Central Avenue Farmingdale, NY 1961 Light Industrial 4.70 72,000 94% 160 Engineer Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100% 260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,900 95% 87-119 Engineers Drive (n) Hicksville, NY 1966 Light Industrial 1.70 36,800 74% 950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,146 97% 290 Duffy Avenue Hicksville, NY (e) 1974 Light Industrial 3.00 55,050 100% 185 Price Parkway Farmingdale, NY 1969 Bulk Warehouse 6.40 100,000 100% 62 Alpha Plaza Hicksville, NY 1968 Light Industrial 2.64 34,600 100% 21
23 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- LONG ISLAND (CONT.) - ------------------- 90 Alpha Plaza Hicksville, NY 1969 Light Industrial 1.36 34,035 91% 325 Duffy Avenue Hicksville, NY 1970 Light Industrial 6.64 100,000 100% 600 West John Street Hicksville, NY 1955 Light Industrial 9.00 215,000 82% 939 Motor Parkway Hauppauge, NY 1977 Light Industrial 1.50 21,900 100% 2070 5th Avenue Ronkonkoma, NY 1975 Light Industrial 3.66 50,296 100% 200 13th Avenue Ronkonkoma, NY 1979 Light Industrial 4.70 72,089 95% 100 13th Avenue Ronkonkoma, NY 1979 Manufacturing 4.14 62,898 100% 1 Comac Loop Ronkonkoma, NY 1980 Light Industrial 5.18 63,765 94% 80 13th Avenue Ronkonkoma, NY 1983 Light Industrial 6.22 87,102 100% 90 13th Avenue Ronkonkoma, NY 1982 Light Industrial 6.95 105,519 100% 33 Comac Loop Ronkonkoma, NY 1983 Light Industrial 5.37 71,904 90% 101-125 Comac Street Ronkonkoma, NY 1985 Light Industrial 8.42 99,467 90% 999 Stewart Avenue Garden City, NY 1955 Light Industrial 1.70 42,700 100% 360 Smith Street Farmingdale, NY 1965 Light Industrial 3.00 60,000 100% 700 Dibblee Drive Garden City, NY 1965 Bulk Warehouse 12.24 325,000 100% 49 Mall Drive Hauppauge, NY 1986 Light Industrial 10.50 99,600 100% 275 Marcus Boulevard Hauppage, NY 1985 Light Industrial 5.00 52,329 54% ---------- ------- SUBTOTAL OR AVERAGE 4,225,516 93% ---------- ------- LOUISVILLE - ---------- 1251 Port Road Jeffersonville, IN 1998 Bulk Warehouse 33.00 532, 400 100% ---------- ------- SUBTOTAL OR AVERAGE 532,400 100% ---------- ------- MILWAUKEE - --------- N25 W23050 Paul Road Pewaukee, WI 1989 R&D/Flex 4.50 37,765 100% N25 W23255 Paul Road Pewaukee, WI 1987 Light Industrial 4.80 55,940 100% N27 W23293 Roundy Drive Pewaukee, WI 1989 Manufacturing 3.64 39,468 100% 6523 North Sidney Place Glendale, WI 1978 Light Industrial 4.00 43,440 92% 8800 West Bradley Milwaukee, WI 1982 Light Industrial 8.00 78,000 100% 1435 North 113th Street Wauwatosa, WI 1993 Light Industrial 4.69 51,950 100% 11217-43 West Becher Street West Allis, WI 1979 Light Industrial 1.74 29,099 100% 2152 South 114th Street West Allis, WI 1980 Light Industrial 3.30 63,680 100% 4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,150 100% Science Drive Sturtevant, WI 1997 Manufacturing 35.00 468,000 100% 12221 West Feerick Street Wauwatosa, WI 1971 Reg. Warehouse 1.90 39,800 100% ---------- ------- SUBTOTAL OR AVERAGE 932,292 100% ---------- ------- MINNEAPOLIS/ST. PAUL - -------------------- 2700 Freeway Boulevard Brooklyn Center, MN(b) 1981 Light Industrial 7.76 78,741 88% 6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 95% 7830-7848 12th Avenue South Bloomington, MN 1978 Manufacturing 8.11 82,837 100% 1275 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,675 100% 1279 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,792 100% 2815 Eagandale Boulevard Eagan, MN 1990 Light Industrial 2.20 29,106 100% 6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100% 6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,322 100% 6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,169 60% 6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 71% 7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,250 75% 7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,287 100% 7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 252,978 100% 7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 73,855 100% 7850-7890 12th Avenue South Bloomington, MN 1978 Manufacturing 8.11 67,271 97% 7900 Main Street Northeast Fridley, MN 1973 Manufacturing 6.09 97,020 100% 7901 Beech Street Northeast Fridley, MN 1975 Manufacturing 6.07 97,020 100% 9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 150,000 100% 10175-10205 Crosstown Circle Eden Prairie, MN 1980 Light Industrial 2.30 30,335 97% 11201 Hampshire Avenue South Bloomington, MN 1986 Manufacturing 5.90 60,480 100% 12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100% 12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,465 100% 12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,607 78% 305 2nd Street Northwest New Brighton, MN 1991 Light Industrial 5.43 62,293 99% 953 Westgate Drive St. Paul, MN 1991 Light Industrial 3.17 51,906 100% 980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 100% 990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,607 90% 1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 100% 1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 100% 5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 100% 6464 Sycamore Court Maplegrove, MN 1990 Manufacturing 6.40 79,702 100% 6701 Parkway Circle Brooklyn Center, MN 1987 R&D/Flex 4.44 75,000 100% 6601 Shingle Creek Brooklyn Center, MN 1985 R&D/Flex 4.59 68,899 99% 10120 West 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 57,798 100% 7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,820 100% 7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,125 100% 2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,769 100% 12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100% 22
24 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- MINNEAPOLIS/ST. PAUL (CON'T.) - -------------------- 6655 Wedgewood Road Maple Grove, MN (a) 1989 Manufacturing 17.88 131,288 100% 900 Apollo Road Egan, MN (a) 1970 Manufacturing 39.00 312,265 100% 7316 Aspen Lane Brooklyn Park, MN (a) 1978 Manufacturing 6.63 97,640 87% 6707 Shingle Creek Parkway Brooklyn Center, MN(a) 1986 Reg. Warehouse 4.22 75,939 100% 73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 100% 1905 West Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 100% 2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 100% 10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 100% 4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 64% 11300 Hampshire Avenue South Bloomington, MN 1983 Bulk Warehouse 9.94 125,950 86% 375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 172,800 100% 5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 97,770 95% 6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 83,189 66% 7100-7190 Shady Oak Road (o) Eden Prairie, MN 1982 Light Industrial 14.44 187,777 100% 7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,200 85% 7550-7588 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100% 5240-5300 Valley Industrial Shakopee, MN 1973 Light Industrial 9.06 80,000 100% Blvd 1565 First Avenue NW New Brighton, MN 1978 Manufacturing 8.87 112,083 100% 7125 Northland Terrace Brooklyn Park, MN 1996 R&D/Flex 5.89 79,675 91% 6900 Shady Oak Road Eden Prairie, MN 1980 R&D/Flex 4.60 49,190 100% 6477-6525 City West Parkway Eden Prairie, MN 1984 R&D/Flex 7.00 89,456 100% 500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 85,442 100% 770-786 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 3.16 56,388 90% 800 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.10 100,250 100% 2530-2570 Kasota Avenue St. Paul, MN 1976 Manufacturing 4.56 75,933 63% ---------- ------- SUBTOTAL OR AVERAGE 5,426,594 96% ---------- ------- NASHVILLE - --------- 1621 Heil Quaker Boulevard Nashville, TN (b) 1975 Bulk Warehouse 11.29 160,661 100% 417 Harding Industrial Drive Nashville, TN 1972 Bulk Warehouse 13.70 207,440 100% 520 Harding Drive (n) Nashville, TN 1975 Bulk Warehouse 16.64 392,128 100% 3099 Barry Drive Portland, TN 1995 Manufacturing 6.20 109,058 100% 3150 Barry Drive Portland, TN 1993 Bulk Warehouse 26.32 268,253 100% 5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 100% 1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 92% 1821 Air Lane Drive Nashville, TN 1984 Light Industrial 2.54 25,300 100% 1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100% 1920 Air Lane Drive Nashville, TN 1985 Light Industrial 3.19 49,912 100% 1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 100% 470 Metroplex Drive (n) Nashville, TN 1986 Light Industrial 8.11 102,052 80% 1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 100% ---------- ------- SUBTOTAL OR AVERAGE 1,779,158 99% ---------- ------- NORTHERN NEW JERSEY - ------------------- 116 Lehigh Drive Fairfield, NJ 1986 Bulk Warehouse 5.00 106,184 100% 60 Ethel Road West Piscataway, NJ 1982 Light Industrial 3.93 42,802 100% 70 Ethel Road West Piscataway, NJ 1979 Light Industrial 3.78 61,500 100% 105 Neptune Boulevard Neptune, NJ 1989 Light Industrial 10.00 20,440 87% 140 Hanover Avenue Hanover, NJ 1964/1988 R&D/Flex 2.95 24,905 100% 601-629 Montrose Avenue South Plainfield, NJ 1974 Light Industrial 5.83 75,000 87% 3 Marlen Hamilton, NJ 1981 Light Industrial 1.11 13,174 54% 5 Marlen Hamilton, NJ 1981 Light Industrial 1.56 21,000 100% 7 Marlen Hamilton, NJ 1982 Light Industrial 2.05 28,400 67% 8 Marlen Hamilton, NJ 1982 Reg. Warehouse 4.36 60,001 100% 15 Marlen Hamilton, NJ 1982 Light Industrial 1.19 13,562 100% 17 Marlen Hamilton, NJ 1981 Light Industrial 1.32 20,030 75% 1 South Gold Drive Hamilton, NJ 1973 Light Industrial 1.50 20,009 95% 5 South Gold Drive Hamilton, NJ 1974 Light Industrial 1.97 24,000 100% 6 South Gold Drive Hamilton, NJ 1975 Light Industrial 1.00 13,580 100% 7 South Gold Drive Hamilton, NJ 1976 Light Industrial 1.00 10,218 50% 8 South Gold Drive Hamilton, NJ 1977 Light Industrial 1.14 16,907 100% 9 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.00 13,583 100% 11 South Gold Drive Hamilton, NJ 1979 Light Industrial 1.97 33,114 100% 12 South Gold Drive Hamilton, NJ 1980 Light Industrial 1.29 20,240 100% 9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 92% 11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 100% 15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100% 17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100% 220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 0% 244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,000 100% 30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,345 100% 15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100% 20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100% 25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,800 100% 130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100% 23
25 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- NEW JERSEY (CONT.) - ------------------ 150 Algonquin Parkway Hanover, NJ 1973 Light Industrial 2.47 17,531 100% 55 Locust Avenue Roseland, NJ 1980 Reg. Warehouse 13.63 79,750 100% 31 West Forest Street (n) Englewood, NJ 1978 Light Industrial 6.00 110,000 100% 25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100% 14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 100% 16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100% 18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 12,809 100% 23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 15,540 100% 12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 96% 1 World's Fair Drive Franklin, NJ 1983 R&D/Flex 3.85 53,372 99% 2 World's Faire Drive Franklin, NJ 1982 R&D/Flex 2.06 59,310 77% 49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,487 0% 50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100% 22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100% 26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100% 24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 79% 12 Wright Way Oakland, NJ 1981 Reg. Warehouse 6.52 52,402 100% ---------- ------- SUBTOTAL OR AVERAGE 1,877,550 86% ---------- ------- NEW ORLEANS - ----------- 520-524 Elmwood Park Blvd.(n) Jefferson, LA 1986 Light Industrial 5.32 102,209 91% 125 Mallard St. St. Rose, LA (g) 1984 R&D/Flex 1.38 23,436 100% 107 Mallard St. Rose, LA (g) 1985 Light Industrial 1.48 23,436 94% 125 James Drive West St. Rose, LA (g) 1990 Light Industrial 3.30 38,692 100% 161 James Drive West St. Rose, LA 1986 Light Industrial 2.80 47,474 50% 150 James Drive East St. Rose, LA 1986 Light Industrial 3.60 49,275 100% 115 James Drive West St. Rose, LA (g) 1986 Light Industrial 2.07 21,408 100% 100 James Drive St. Rose, LA (g) 1980 R&D/Flex 6.66 43,055 100% 143 Mallard St. St. Rose, LA (g) 1982 Light Industrial 1.48 23,436 99% 160 James Drive East St. Rose, LA (g) 1981 R&D/Flex 3.66 25,772 100% 190 James Drive East St. Rose, LA (g) 1987 Light Industrial 4.47 36,357 100% 120 Mallard St. St. Rose, LA (g) 1981 R&D/Flex 3.41 53,520 100% 110 James Drive West St. Rose, LA (g) 1983 R&D/Flex 1.57 24,018 77% 150 CANVASBACK DRIVE ST. ROSE, LA 1986 REG. WAREHOUSE 2.80 40,500 100% ---------- ------- SUBTOTAL OR AVERAGE 552,588 93% ---------- ------- PHILADELPHIA - ------------ 212 Welsh Pool Road Exton, PA 1975 Light Industrial 6.56 25,361 100% 230-240 Welsh Pool Road Exton, PA 1975 Manufacturing 6.56 30,000 100% 264 Welsh Pool Road Exton, PA 1975 R&D/Flex 2.84 11,256 100% 254 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 28,180 50% 256 Welsh Pool Road Exton, PA 1975 Light Industrial 2.84 12,038 100% 213 Welsh Pool Road Exton, PA 1975 Light Industrial 3.01 22,095 0% 251 Welsh Pool Road Exton, PA 1975 R&D/Flex 4.10 25,546 100% 253-255 Welsh Pool Road Exton, PA 1975 Light Industrial 4.10 20,800 50% 151-161 Philips Road Exton, PA 1975 Light Industrial 3.82 30,065 100% 210 Philips Road Exton, PA 1975 Manufacturing 6.56 26,827 100% 215 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 14,041 100% 102 Pickering Way Exton, PA 1980 R&D/Flex 8.87 81,071 100% 217 Welsh Pool Road Exton, PA 1975 Light Industrial 2.12 11,293 100% 216 Philips Road Exton, PA 1985 Light Industrial 2.99 39,037 75% 202 Philips Road Exton, PA 1972 Reg. Warehouse 2.94 46,750 100% 110 Thousand Oaks Blvd Morgantown, PA 1987 Bulk Warehouse 7.89 110,000 100% 20 McDonald Blvd Aston, PA 1988 Light Industrial 2.22 28,900 100% 30 McDonald Blvd Aston, PA 1988 Light Industrial 1.68 22,000 73% ---------- ------- SUBTOTAL OR AVERAGE 585,260 89% ---------- ------- PHOENIX - ------- 7340 South Kyrene Road Tempe, AZ 1996 Reg. Warehouse 7.20 63,720 100% 7350 South Kyrene Road Tempe, AZ 1996 Reg. Warehouse 5.36 99,384 59% 7360 South Kyrene Road Tempe, AZ 1996 R&D/Flex 5.42 99,418 100% 7343 South Hardy Drive Tempe, AZ 1997 Bulk Warehouse 7.84 174,854 100% 7333 South Hardy Drive Tempe, AZ 1997 Reg. Warehouse 7.90 98,052 100% 3906 East Broadway Road Phoenix, AZ 1997 Light Industrial 4.10 54,460 67% 3908 East Broadway Road Phoenix, AZ 1997 Light Industrial 2.52 33,002 49% ---------- ------- SUBTOTAL OR AVERAGE 622,890 88% ---------- ------- PORTLAND - -------- 5687 International Way (p) Milwaukee, OR (l) 1974 Light Industrial 3.71 52,080 100% 5795 SW Jean Road (o) Lake Oswego, OR 1985 Light Industrial 3.02 37,352 100% 12130 NE Ainsworth Circle (n) Portland, OR 1986 R&D/Flex 4.39 53,021 75% 5509 NW 122nd Ave (n) Milwaukee, OR (k) 1995 Light Industrial 2.51 26,850 100% 6105-6113 NE 92nd Avenue (p) Portland, OR 1978 Light Industrial 7.42 132,800 100% 8727 NE Marx Drive (o) Portland, OR 1987 Light Industrial 6.59 111,000 100% 3910 SW 170th Ave Portland, OR 1987 Light Industrial 1.28 20,500 100% 3388 SE 20th St. Portland, OR 1981 Light Industrial 0.25 11,810 100% 5962-5964 NE 87th Ave Portland, OR 1979 Light Industrial 1.28 14,000 100% 24
26 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- PORTLAND (CONT.) - ---------------- 116 SE Yamhill Portland, OR 1974 Light Industrial 0.00 7,500 100% 9106 NE Marx Drive Portland, OR 1969 Light Industrial 0.53 7,500 100% 11620 NE Ainsworth Circle Portland, OR 1992 Light Industrial 1.55 10,000 100% 11824 NE Ainsworth Circle Portland, OR 1992 Light Industrial 2.13 20,812 100% 12124 NE Ainsworth Circle Portland, OR 1984 Light Industrial 2.52 29,040 100% 1735 SE Highway 20 Bend, OR 1995 Light Industrial 1.43 18,000 100% 2715 SE Raymond Portland, OR 1971 Light Industrial 1.28 35,000 100% 1645 NE 72nd Ave Portland, OR 1972 Light Industrial 0.73 21,600 100% 1630 SE 8th Ave. Portland, OR 1968 Light Industrial 0.92 5,000 100% 9044 NE Marx Drive Portland, OR 1986 Light Industrial 0.35 19,500 100% 2443 SE 4th Ave. Portland, OR 1964 Light Industrial 0.76 27,128 100% 711 SE Stark St. Portland, OR 1972 Light Industrial 0.23 8,000 100% 11632 NE Ainsworth Circle Portland, OR 1990 Light Industrial 9.63 124,610 98% NE 138th & Airport Way Portland, OR 1990 Light Industrial 12.91 49,624 100% 14699 NE Airport Way Portland, OR 1998 Light Industrial 4.75 20,000 100% ---------- ------- SUBTOTAL OR AVERAGE 862,727 98% ---------- ------- SALT LAKE CITY - -------------- 2255 South 300 West (r) Salt Lake City, UT 1980 Light Industrial 4.56 102,942 93% 512 Lawndale Drive (s) Salt Lake City, UT 1981 Light Industrial 35.00 395,291 86% 1270 West 2320 South West Valley, UT 1986 R&D/Flex 1.49 13,025 52% 1275 West 2240 South West Valley, UT 1986 R&D/Flex 2.06 38,227 100% 1288 West 2240 South West Valley, UT 1986 R&D/Flex 0.97 13,300 84% 2235 South 1300 West West Valley, UT 1986 Light Industrial 1.22 19,000 100% 1293 West 2200 South West Valley, UT 1986 R&D/Flex 0.86 13,300 0% 1279 West 2200 South West Valley, UT 1986 R&D/Flex 0.91 13,300 100% 1272 West 2240 South West Valley, UT 1986 Light Industrial 3.07 34,870 100% 1149 West 2240 South West Valley, UT 1986 Light Industrial 1.71 21,250 100% 1142 West 2320 South West Valley, UT 1987 Light Industrial 1.52 17,500 55% ---------- ------- SUBTOTAL OR AVERAGE 682,005 87% ---------- ------- SOUTHERN NEW JERSEY - ------------------- 2-5 North Olnev Ave. Cherry Hill, NJ 1963 Light Industrial 2.10 58,139 100% 2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 100% 4 Springdale Road (n) Cherry Hill, NJ 1963 Light Industrial 3.02 58,132 0% 6 Springdale Road Cherry Hill, NJ 1964 Light Industrial 1.44 23,037 100% 8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 100% 12 Springdale Road Cherry Hill, NJ 1965 Light Industrial 3.40 48,385 100% 1 Esterbrook Lane Cherry Hill, NJ 1965 Light Industrial 1.71 8,610 100% 16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 91% 5 Esterbrook Lane Cherry Hill, NJ 1966 Reg. Warehouse 5.45 39,167 100% 2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100% 6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100% 3 Computer Drive Cherry Hill, NJ 1966 Bulk Warehouse 11.40 181,000 100% 19 Perina Blvd. Cherry Hill, NJ 1966 Light Industrial 4.00 30,000 100% 28 Springdale Road Cherry Hill, NJ 1967 Light Industrial 2.93 38,949 100% 3 Esterbrook Lane Cherry Hill, NJ 1968 Light Industrial 2.15 32,844 100% 4 Esterbrook Lane Cherry Hill, NJ 1969 Light Industrial 3.42 39,266 100% 26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 31,652 100% 1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 100% 1919 Springdale Road Cherry Hill, NJ 1970 Light Industrial 5.13 49,300 100% 21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100% 19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100% 2 Keystone Ave. Cherry Hill, NJ Light Industrial 3.47 50,922 100% 18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100% 22 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 100% 1998 Springdale Road Cherry Hill, NJ 1971 Light Industrial 0.95 14,000 100% 55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 100% 57 Carnegie Drive Cherry Hill, NJ 1987 Bulk Warehouse 13.70 140,406 100% ---------- ------- SUBTOTAL OR AVERAGE 1,422,838 96% ---------- ------- ST. LOUIS - --------- 8921-8971 Frost Avenue Hazelwood, MO (b) 1971 Bulk Warehouse 2.00 100,000 100% 9043-9083 Frost Avenue Hazelwood, MO (b) 1970 Bulk Warehouse 2.69 145,000 0% 2121 Chapin Industrial Drive Vinita Park, MO 1969/87 Bulk Warehouse 23.40 280,905 100% 1200 Andes Boulevard Olivette, MO 1967 Light Industrial 2.77 66,600 100% 1248 Andes Boulevard Olivette, MO 1967 Light Industrial 3.15 60,708 100% 1208-1226 Ambassador Blvd. Olivette, MO 1966 Light Industrial 2.11 49,600 100% 1503-1525 Fairview Industrial Olivette, MO 1967 Light Industrial 2.18 46,481 100% 2462-2470 Schuetz Road St. Louis, MO 1965 Light Industrial 2.28 43,868 100% 10431-10449 Midwest Industrial Olivette, MO 1967 Light Industrial 2.40 55,125 97% 10751 Midwest Industrial Blvd. Olivette, MO 1965 Light Industrial 1.70 44,100 100% 11652-11666 Fairgrove Industrial St. Louis, MO 1966 Light Industrial 1.92 31,484 100% 11674-11688 Fairgrove Industrial St. Louis, MO 1967 Light Industrial 1.53 31,500 100% 2337 Centerline Drive Maryland Heights, MO 1967 Light Industrial 3.46 75,600 100% 25
27 LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/98 ---------------- ---------- ------------ ---------- ------------- ------- --- -------- ST. LOUIS (CONT.) - ----------------- 6951 North Hanley Road (n) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,453 32% 4560 Anglum Road Hazelwood, MO 1970 Light Industrial 2.60 35,114 100% 2760 South 1st Street St. Louis, MO 1997 Bulk Warehouse 11.00 178,800 100% ---------- ------- SUBTOTAL OR AVERAGE 1,374,338 83% ---------- ------- TAMPA - ----- 6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100% 202 Kelsey Tampa, FL 1989 Bulk Warehouse 6.30 112,000 100% 6202 Benjamin Road Tampa, FL 1981 R&D/Flex 2.04 29,845 100% 6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 79% 6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 100% 6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 100% 6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 100% 6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 79% 6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 100% 5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100% 5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 100% 5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 100% 5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100% 5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 100% 5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100% 5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 87% 4410 East Adamo Drive Tampa, FL 1990 Bulk Warehouse 5.60 101,744 100% 4420 East Adamo Drive Tampa, FL 1990 Reg. Warehouse 1.40 26,650 100% 4430 East Adamo Drive Tampa, FL 1987 Reg. Warehouse 3.75 64,551 79% 4440 East Adamo Drive Tampa, FL 1988 Reg. Warehouse 3.75 64,800 100% 4450 East Adamo Drive Tampa, FL 1969 Reg. Warehouse 4.00 46,462 48% 5453 West Waters Avenue Tampa, FL 1987 R&D/Flex 0.66 7,200 100% 5455 West Waters Avenue Tampa, FL 1987 R&D/Flex 2.97 32,424 100% 5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100% 5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 100% 5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100% 5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 100% 5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100% 5463 W. Waters Ave Tampa, FL (j) 1996 R&D/Flex 3.50 44,427 100% 5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100% 4107 North Himes Avenue Tampa, FL 1990 R&D/Flex 1.86 26,630 92% 5461 W. Waters Ave Tampa, FL 1998 Light Industrial 1.84 21,778 100% ---------- ------- SUBTOTAL OR AVERAGE 1,139,423 94% ---------- ------- OTHER - ----- 2800 Airport Road (q) Denton, TX 1968 Manufacturing 29.91 222,403 100% 3501 Maple Street Abilene, TX 1980 Manufacturing 34.42 123,700 100% 4200 West Harry Street (o) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100% Industrial Park No. 2 West Lebanon, NH 1968 Bulk Warehouse 10.27 156,200 100% 931 Discovery Road Green Bay, WI 1997 Light Industrial 4.22 25,254 100% 9580 Interport Drive Shreveport, LA 1989 Reg. Warehouse 3.00 50,000 0% 2675 Valley View Drive Shreveport, LA 1997 Bulk Warehouse 12.00 250,000 100% 300 10th Street NW Clarion, IA 1997 Bulk Warehouse 8.63 126,900 100% ---------- ------- SUBTOTAL OR AVERAGE 1,132,112 96% ---------- ------- TOTAL 69,253,383 95% ========== ======= (a) These properties are owned by the Securities Partnership. The Securities Partnership guarantees the payment of dividends and amounts upon redemption, liquidation, dissolution or winding-up of the Series A Cumulative Preferred Stock. (b) These properties collateralize a $39.6 million mortgage loan which matures on January 11, 2026. (c) These properties collateralize a $35.2 million mortgage loan which matures on April 1, 2003. (d) These properties collateralize a $8.7 million mortgage loan which matures on January 1, 2013. (e) This property collateralizes a $.7 million mortgage loan which maturity is based upon a contingent event related to the environmental status of the property. (f) This property collateralizes a $3.9 million mortgage loan which matures on August 1, 2008. (g) These properties collateralize a $7.8 million mortgage loan which matures on April 1, 2006. (h) These properties collateralize a $3.5 million mortgage loan which matures on June 1, 2003. (i) This property collateralizes the Acquisition Mortgage Loan IV (hereinafter defined). (j) These properties collateralize the Acquisition Mortgage Loan V (hereinafter defined). (k) These properties collateralize the Acquisition Mortgage Loan VI (hereinafter defined). (l) These properties collateralize the Acquisition Mortgage Loan VII (hereinafter defined). (m) These properties collateralize the Acquisition Mortgage Loan VIII (hereinafter defined). (n) Comprised of two properties. (o) Comprised of three properties. (p) Comprised of four properties. (q) Comprised of five properties (r) Comprised of seven properties. (s) Comprised of 29 properties. 26
28 Tenant and Lease Information. The Company has a diverse base of more than 3,000 tenants engaged in a wide variety of businesses including manufacturing, retail, wholesale trade, distribution and professional services. Most leases have an initial term of between three and five years and provide for periodic rental increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property's operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 1998, approximately 95% of the GLA of the properties was leased, and no single tenant or group of related tenants accounted for more than 1.1% of the Company's rent revenues, nor did any single tenant or group of related tenants occupy more than 1.5% of the Company's total GLA as of December 31, 1998. The following table shows scheduled lease expirations for all leases for the Company's properties as of December 31, 1998. 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) -------------- ------------ --------------- ---------------- -------------------- --------------------- 1999 905 14,465,822 22.0% $ 67,825 23.2% 2000 693 11,144,648 16.9% 50,561 17.2% 2001 598 11,070,140 16.8% 47,998 16.4% 2002 319 7,320,933 11.1% 32,319 11.0% 2003 362 6,983,009 10.6% 34,898 11.9% 2004 89 3,956,824 6.0% 15,173 5.2% 2005 46 2,074,925 3.2% 10,319 3.5% 2006 36 1,883,094 2.9% 7,458 2.5% 2007 27 2,093,801 3.2% 8,019 2.7% 2008 34 2,315,814 3.5% 10,124 3.4% Thereafter 21 2,485,689 3.8% 8,790 3.0% ------------ --------------- --------------- -------------------- --------------------- Total 3,130 65,794,699 100% $ 293,484 100.0% ============ =============== =============== ==================== ===================== - -------------- (1) Lease expirations as of December 31, 1998 assume tenants do not exercise existing renewal, termination, or purchase options. (2) Does not include existing vacancies of 3,458,684 aggregate square feet. ITEM 3. LEGAL PROCEEDINGS The Company is involved in legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material impact on the results of operations, financial position or liquidity of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 27
29 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION The following table sets forth for the periods indicated the high and low closing prices per share and distributions declared per share for the Company's common stock which trades on the New York Stock Exchange under the trading symbol "FR". DISTRIBUTION QUARTER ENDED HIGH LOW DECLARED ------------- ---- --- -------- December 31, 1998 $ 27 1/8 $ 23 5/16 $.6000 September 30, 1998 32 3/4 22 3/4 .5300 June 30, 1998 35 1/2 29 5/8 .5300 March 31, 1998 37 11/16 33 7/8 .5300 December 31, 1997 37 3/8 32 1/8 .5300 September 30, 1997 34 28 1/2 .5050 June 30, 1997 31 1/8 29 1/4 .5050 March 31, 1997 32 3/8 29 .5050 The Company had 346 common stockholders of record as of March 12, 1999. The Company has determined that, for federal income tax purposes, approximately 63.9% of the total $2.19 in distributions per share paid with respect to 1998 represents ordinary dividend income to its stockholders, approximately 1.5% represents long-term capital gain and the remaining 34.6% represents a return of capital. In order to maintain its status as a REIT, the Company is required to meet certain tests, including distributing at least 95% of its REIT taxable income, or approximately $1.84 per share for 1998. ITEM 6. SELECTED FINANCIAL DATA The following sets forth selected financial and operating data for the Company on a pro forma and historical consolidated basis and the Contributing Businesses on a historical combined basis. The following data should be read in conjunction with the financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. The pro forma statement of operations for the year ended December 31, 1994 includes the historical results of the Company's operations from July 1, 1994 to December 31, 1994 and the operations of the Contributing Businesses for the period of January 1, 1994 to June 30, 1994 and were prepared as if the Initial Offering and the related transactions had occurred on January 1, 1994. The historical statements of operations for the years ended December 31, 1998, 1997, 1996 and 1995 and the six months ended December 31, 1994 include the results of operations of the Company as derived from the Company's audited financial statements. The historical balance sheet data and other data as of December 31, 1998, 1997, 1996, 1995 and 1994 include the balances of the Company as derived from the Company's audited financial statements. The historical balance sheet data as of June 30, 1994 and the combined statements of operations for the six months ended June 30, 1994 have been derived from the historical financial statements of the Contributing Businesses. In the opinion of management, the selected financial data includes all adjustments necessary to present fairly the information set forth therein. 28
30 ==================================================================================================================================== The Company ----------------------------------------------------------------------- Contributing Pro Businesses Historical Historical Historical Historical Forma Historical Historical Year Year Year Year Year Six Months Six Months Ended Ended Ended Ended Ended Ended Ended 12/31/98 12/31/97 12/31/96 12/31/95 1 2/31/94 12/31/94 6/30/94 ------------ ----------- ------------ ----------- --------- ----------- ------------ (In thousands, except per share, ratio and property data) STATEMENTS OF OPERATIONS DATA: Total Revenues ......................... 349,702 223,203 140,055 106,486 87,923 46,570 22,816 Property Expenses ...................... (99,484) (59,762) (39,224) (28,302) (22,714) (11,853) (6,036) General and Administrative Expense ..... (12,983) (6,248) (4,018) (3,135) (2,310) (1,097) (795) Interest Expense ....................... (71,833) (49,859) (28,954) (28,591) (19,528) (10,588) (11,773) Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ............................... (917) (2,812) (3,286) (4,438) (6,113) (2,904) (858) Depreciation and Other Amortization .... (63,805) (39,573) (28,049) (22,264) (19,189) (9,802) (4,744) Management and Construction Income (Loss) ................................. -- -- -- -- -- -- (81) Equity in Income of Joint Venture ...... 45 -- -- -- -- -- -- Income Allocated to Minority Interest .. (7,961) (5,312) (2,931) (997) (1,405) (778) -- Disposition of Interest Rate Protection Agreements (a) ...................... (8,475) 1,430 -- (6,410) -- -- -- Restructuring and Abandoned Pursuit Costs Charge (b) .................... (11,941) -- -- -- -- -- -- Gain on Sales of Properties ............ 5,349 5,003 4,344 -- -- -- -- -------- -------- -------- -------- ------- ------- ------- Income (Loss) Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ................ 77,697 66,070 37,937 12,349 16,664 9,548 (1,471) Extraordinary Loss (c) ................. -- (14,124) (2,273) -- -- -- (1,449) Cumulative Effect of Change in Accounting Principle (d) ............ (1,976) -- -- -- -- -- -- -------- -------- -------- -------- ------- ------- ------- Net Income (Loss) ...................... 75,721 51,946 35,664 12,349 16,664 9,548 $(2,920) ======= Preferred Stock Dividends .............. (30,610) (11,856) (3,919) (468) -- -- -------- -------- -------- -------- -------- -------- Net Income Available to Common Stockholders .......................... $ 45,111 $ 40,090 $ 31,745 $11,881 $ 16,664 $ 9,548 ======== ======== ======== ======= ======= ======= Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle Per Weighted Average Common Share Outstanding: Basic ................... $ 1.26 $ 1.72 $ 1.37 $ .63 $ .92 . $ 51 ======== ======== ======== ======== ======== ======== Diluted ................. $ 1.25 $ 1.70 $ 1.37 $ .63 $ .92 $ .51 ======== ======== ======== ======== ======== ======== Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ................... $ 1.20 $ 1.27 $ 1.28 $ .63 $ .92 $ .51 ======== ======== ======== ======== ======== ======== Diluted ................. $ 1.20 $ 1.26 $ 1.28 $ .63 $ .92 $ .51 ======== ======== ======== ======== ======== ======== Distributions Per Share ............ $ 2.190 $ 2.045 $ 1.9675 $ 1.905 $ .945 ======== ======== ======== ======== ======== Weighted Average Number of Common Shares Outstanding: Basic ................... 37,445 31,508 24,756 18,889 18,182 18,181 ======== ======== ======== ======== ======== ======== Diluted ................. 37,627 31,814 24,842 18,889 18,182 18,181 ======== ======== ======== ======== ======== ======== BALANCE SHEET DATA (END OF PERIOD): Real Estate, Before Accumulated Depreciation...........................$2,583,033 $1,994,346 $1,050,779 $ 757,516 $669,608 $ 597,504 Real Estate, After Accumulated Depreciation........................... 2,407,147 1,873,316 959,322 668,767 620,294 556,902 Total Assets........................... 2,554,462 2,272,163 1,022,600 753,904 691,081 616,767 Mortgage Loans, Net, Acquisition Facilities Payable, Senior Unsecured Debt, Net, Construction Loans and Promissory Notes Payable............ 1,191,882 879,592 406,401 399,958 348,700 305,000 Defeased Mortgage Loan Payable......... --- 300,000 --- --- --- --- Total Liabilities...................... 1,310,518 1,266,079 447,178 426,972 374,849 323,703 Stockholders Equity.................... 1,054,776 854,590 532,561 306,023 292,420 269,326 OTHER DATA: Cash Flows From Operating Activities...$ 149,096 $ 102,635 $ 62,621 $ 38,541 $ 18,033 $ 5,026 Cash Flows From Investing Activities... (535,554) (805,505) (240,571) (84,159) (73,840) (374,757) Cash Flows From Financing Activities... 395,059 708,446 176,677 45,420 57,475 374,152 Funds From Operations ("FFO") (e)...... 133,148 92,361 60,546 41,428 20,128 3,273 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (f)....... 1.62x 1.79x 1.88x 1.56x 1.76x ---(g) Total Properties (h)................... 987 769 379 271 246 226 Total GLA, in Square Feet(h)...........69,253,383 56,567,706 32,700,069 22,562,755 19,169,321 17,393,813 Occupancy Percentage (h)............... 95% 96% 97% 97% 97% 97% ==================================================================================================================================== 29
31 (a) In conjunction with obtaining a $300.0 million mortgage loan on June 30, 1994 (the "1994 Mortgage Loan"), the Company, through the Financing Partnership, purchased an interest rate protection agreement (the "1994 Interest Rate Protection Agreement") which effectively limited the interest rate during the initial five-year term of the 1994 Mortgage Loan to 7.20% per annum. Effective July 1, 1995, the Company replaced the 1994 Interest Rate Protection Agreement with new interest rate protection agreements and entered into interest rate swap agreements (together, the "1995 Interest Rate Protection Agreements") which effectively fixed the annual interest rate on the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001. As a result of the replacement of the interest rate protection agreement, the Company incurred a one-time loss of approximately $6.4 million. On May 16, 1997, the Company sold the 1995 Interest Rate Protection Agreements resulting in a gain of approximately $1.4 million. The $8.5 million loss on disposition of interest rate protection agreements for the year ended December 31, 1998 represents the Company's settlement, through the Operating Partnership, of its remaining interest rate protection agreement which was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Company's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Company settled its position in the interest rate protection agreement. (b) Represents a restructuring charge of $6.9 million relating to severance costs (of which $1.2 million is noncash relating to immediate vesting of restricted stock) and $5.0 million in costs related to abandoned acquisitions. (c) Upon consummation of the Initial Offering in June 1994, certain Contributing Businesses' loans were repaid and the related unamortized deferred financing fees totaling $1.5 million were written off. In 1996, the Company terminated certain revolving credit facilities. The Company recorded an extraordinary loss of $2.3 million which is comprised of a prepayment fee, the write-off of unamortized deferred financing fees, legal costs and other expenses. In 1997, the Company terminated certain mortgage loans, an unsecured loan and a revolving credit facility and obtained a commitment to pay off and retire another mortgage loan. The Company recorded an extraordinary loss of $14.1 million which is comprised of prepayment fees, the write-off of unamortized deferred financing fees, legal costs and other expenses. (d) In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start-up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. Consistent with SOP 98-5, in the second quarter of 1998, the Company has reported a cumulative effect of a change in accounting principle in the amount of approximately $2.0 million to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. (e) Management considers funds from operations to be one financial measure of the operating performance of an equity REIT that provides a relevant basis for comparison among REITs and it is presented to assist investors in analyzing the performance of the Company. In accordance with the National Association of Real Estate Investment Trusts' definition of funds from operations, the Company calculates funds from operations to be equal to net income, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, excluding amortization of deferred financing costs and interest rate protection agreements, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends and distributions. Funds from operations should not be considered as a substitute for net income as a measure of results of operations or for cash flow from operating activities calculated in accordance with generally accepted accounting principles as a measure of liquidity. Funds from operations as calculated by the Company may not be comparable to similarly titled but differently calculated measures of other REITs. The following is a reconciliation of net income to funds from operations: Contributing The Company Businesses ------------------------------------------------------------------- --------------- Six Months Six Months Year Ended Year Ended Year Ended Year Ended Ended Ended 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94 6/30/94 ----------- ------------- -------------- -------------- ------------- -------------- Net Income (Loss)Available to Common Stockholders.... $ 45,111 $ 40,090 $ 31,745 $ 11,881 $ 9,548 $ (2,920) Adjustments: Depreciation and Other Amortization................. 62,935 39,268 27,941 22,140 9,802 4,744 Equity in Depreciation and Other Amortization of Joint Venture...................... 98 --- --- --- --- --- Cumulative Effect of Change in Accounting Principle...... 1,976 --- --- --- --- --- Restructuring and Abandoned Pursuit Costs Charge..... 11,941 --- --- --- --- --- Disposition of Interest Rate Protection Agreement....... 8,475 (1,430) --- 6,410 --- --- Gain on Sales of Properties. (5,349) (5,003) (4,344) --- --- --- Extraordinary Items......... . --- 14,124 2,273 --- --- 1,449 Minority Interest........... 7,961 5,312 2,931 997 778 --- ------------ ----------- ------------ ------------- ----------- --------- Funds From Operations....... $ 133,148 $ 92,361 $ 60,546 $ 41,428 $ 20,128 $ 3,273 ============ =========== ============ ============= =========== ========= (f) For purposes of computing the ratios of earnings to fixed charges and preferred stock dividends, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income (loss) before extraordinary loss, cumulative effect of change in accounting principle, gain on sales of properties, restructuring and abandoned pursuit costs charge, disposition of interest rate protection agreement and income allocated to minority interest. Fixed charges consist of interest costs, whether expensed or capitalized, and amortization of interest rate protection agreement(s) and deferred financing costs. (g) Earnings were inadequate to cover fixed charges by approximately $1.4 million for the six months ended June 30, 1994, which period was prior to the Company's initial public offering. (h) As of end of period and excludes properties under development. 30
32 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with "Selected Financial and Operating Data" and the historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. First Industrial Realty Trust, Inc. was organized in the state of Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") began operations on July 1, 1994. The Company's operations are conducted primarily through First Industrial, L.P. (the "Operating Partnership") of which the Company is the sole general partner. The Company is the sole stockholder of First Industrial Finance Corporation, First Industrial Pennsylvania Corporation, First Industrial Harrisburg Corporation, First Industrial Securities Corporation, First Industrial Mortgage Corporation, First Industrial Indianapolis Corporation, FI Development Services Corporation and First Industrial Florida Finance Corporation, which are the sole general partners of First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial Development Services, L.P. and TK-SV, LTD., respectively. The Operating Partnership is the sole limited partner of the Financing Partnership, the Pennsylvania Partnership, the Harrisburg Partnership, the Securities Partnership, the Mortgage Partnership, the Indianapolis Partnership, First Industrial Development Services, L.P and TK-SV, LTD. The Operating Partnership is also the sole member of limited liability companies (the "L.L.C.'s), and the majority stockholder of First Industrial Enterprises of Michigan and FR Development Services, Inc. The Company, through wholly owned limited liability companies in which the Operating Partnership is the sole member, also owns a 10% equity interest in and provides asset and property management services to a joint venture which invests in industrial properties. RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997 At December 31, 1998, the Company owned 987 in-service properties containing approximately 69.3 million square feet of GLA, compared to 769 in-service properties with approximately 56.4 million square feet of GLA at December 31, 1997. During 1998, the Company acquired 247 properties containing approximately 12.3 million square feet of GLA, completed development of 12 properties and expansions of 2 properties totaling 2.6 million square feet of GLA and sold 41 in-service properties totaling 2.0 million square feet of GLA and several land parcels. Rental income and tenant recoveries and other income increased in 1998 over 1997 by approximately $139.3 million or 66.2% due primarily to the properties acquired or developed after December 31, 1996 (between January 1, 1997 and December 31, 1998, the Company acquired approximately $1.4 billion of industrial properties). Revenues from properties owned prior to January 1, 1997 increased in 1998 over 1997 by approximately $2.2 million or 1.5% due primarily to increased rental rates upon renewal or replacement of tenant leases offset by a decrease in tenant recovery income charges related to the decrease in operating expenses as discussed below. Interest income-defeasance in 1997 represents interest income earned on U.S. Government securities and cash proceeds from such securities upon maturity that were pledged as collateral to legally defease the Company's $300.0 million mortgage loan (the "1994 Defeased Mortgage Loan"). Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased by approximately $39.7 million or 66.5% due primarily to the properties acquired or developed after December 31, 1996 (between January 1, 1997 and December 31, 1998, the Company acquired approximately $1.4 billion of industrial properties). Expenses from properties owned prior to January 1, 1997, decreased by approximately $.5 million or 1.1% due primarily to a decrease in snow removal and related expenses incurred for properties located in certain of the Company's metropolitan areas during the year ended December 31, 1998 as compared to the year ended December 31, 1997. General and administrative expense increased by approximately $6.7 million, of which, approximately $4.0 million is due primarily to the additional expenses associated with managing the Company's growing operations including additional professional fees relating to additional properties owned and additional personnel to manage and expand the Company's business. Approximately $2.7 million of the increase is the result of the adoption of Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property 31
33 Acquisitions" ("EITF 97-11"), which requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property should be expensed as incurred. The Company adopted EITF 97-11 on March 19, 1998. Interest expense increased by approximately $22.0 million for the year ended December 31, 1998 compared to the year ended December 31, 1997 due primarily to a higher average debt balance outstanding resulting from the issuance of unsecured debt to fund the acquisition and development of additional properties (between January 1, 1997 and December 31, 1998, the Company acquired approximately $1.4 billion of industrial properties). Amortization of interest rate protection agreements and deferred financing costs decreased by approximately $1.9 million due primarily to the full amortization of the deferred financing costs relating to the Company's 1994 Defeased Mortgage Loan which was paid off and retired on January 2, 1998, offset by amortization of deferred financing costs relating to the issuance of additional senior unsecured debt. Depreciation and other amortization increased by approximately $24.2 million due primarily to the additional depreciation and amortization related to the properties acquired or developed after December 31, 1996 (between January 1, 1997 and December 31, 1998, the Company acquired approximately $1.4 billion of industrial properties). The $11.9 million restructuring and abandoned pursuit costs charge for the year ended December 31, 1998 represents a charge in connection with the Company's restructuring, including approximately $6.9 million in severance costs (of which approximately $1.2 million is non-cash relating to immediate vesting of restricted stock) and approximately $5.0 million in costs related to abandoned acquisitions. Equity in Income of Joint Venture of approximately $.05 million for the year ended December 31, 1998 represents the Company's 10% equity interest in the income of the September 1998 Joint Venture (hereinafter defined). The $8.5 million loss on disposition of interest rate protection agreements for the year ended December 31, 1998 represents the Company's settlement, through the Operating Partnership, of its remaining interest rate protection agreement which was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Company's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Company settled its position in the interest rate protection agreement. The $1.4 million gain on disposition of interest rate protection agreements for the year ended December 31, 1997 represents the sale of the Company's interest rate protection agreements in April 1997. These agreements were entered into in July 1995 and effectively fixed the annual interest rate on the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001. The $5.3 million gain on sales of properties for the year ended December 31, 1998 resulted from the sale of 41 in-service properties and several parcels of land. Gross proceeds for these property sales totaled approximately $99.9 million. The $5.0 million gain on sales of properties for the year ended December 31, 1997 resulted from the sale of ten in-service properties, one property held for redevelopment and several parcels of land. Gross proceeds for these property sales totaled approximately $33.7 million. The $14.1 million extraordinary loss for the year ended December 31, 1997 represents the write-off of unamortized deferred financing costs, prepayment fees, legal fees and other costs incurred to terminate various mortgage loans, an unsecured loan and a revolving line of credit and the commitment to retire the 1994 Defeased Mortgage Loan. The $2.0 million cumulative effect of change in accounting principle for the year ended December 31, 1998 is the result of the write-off of the unamortized balance of organizational costs on the Company's balance sheet due to the early adoption of Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"), as further discussed later in this Management's Discussion and Analysis. 32
34 COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996 At December 31, 1997, the Company owned 769 in-service properties containing approximately 56.4 million square feet of GLA, compared to 379 in-service properties with approximately 32.7 million square feet of GLA at December 31, 1996. During 1997, the Company acquired 389 properties containing approximately 22.8 million square feet of GLA, completed development of ten properties and expansions of two properties totaling 1.7 million square feet of GLA and sold ten in-service properties totaling .8 million square feet of GLA, one property held for redevelopment and several land parcels. Rental income and tenant recoveries and other income increased in 1997 over 1996 by approximately $70.4 million or 50.2% due primarily to the properties acquired after December 31, 1995. Revenues from properties owned prior to January 1, 1996 increased in 1997 over 1996 by approximately $2.1 million or 2.0% due primarily to increased rental rates upon renewal or replacement of tenant leases. Interest income-defeasance in 1997 represents interest income earned on U.S. Government securities and cash proceeds from such securities upon maturity that were pledged as collateral to legally defease the 1994 Defeased Mortgage Loan. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased in 1997 over 1996 by approximately $20.5 million or 52.4% due primarily to properties acquired after December 31, 1995. For properties owned prior to January 1, 1996, property expenses remained relatively unchanged. General and administrative expense increased in 1997 over 1996 by approximately $2.2 million due primarily to the additional expenses associated with managing the Company's growing operations including additional professional fees relating to additional properties owned and personnel to manage and expand the Company's business. Interest expense increased by approximately $20.9 million for the year ended December 31, 1997 compared to the year ended December 31, 1996 due primarily to a higher average debt balance to fund the purchase of U.S. Government securities to legally defease the 1994 Defeased Mortgage Loan and to fund the acquisition and development of additional properties. Depreciation and other amortization increased in 1997 over 1996 by approximately $11.5 million due primarily to the additional depreciation and amortization related to the properties acquired and placed in service after December 31, 1995. The $1.4 million gain on disposition of interest rate protection agreements for the year ended December 31, 1997 represents the sale of the Company's interest rate protection agreements in April 1997. These agreements were entered into in July 1995 and effectively fixed the annual interest rate on the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001. The $5.0 million gain on sales of properties for the year ended December 31, 1997 resulted from the sale of ten in-service properties, one property under redevelopment and several parcels of land. Gross proceeds for these property sales totaled approximately $33.7 million. The $4.3 million gain on sales of properties for the year ended December 31, 1996 resulted from the sale of three in-service properties. Gross proceeds for these property sales totaled approximately $15.0 million. The $14.1 million extraordinary loss for the year ended December 31, 1997 represents the write-off of unamortized deferred financing costs, prepayment fees, legal fees and other costs incurred to terminate various mortgage loans, an unsecured loan and a revolving line of credit and the commitment to retire the 1994 Defeased Mortgage Loan. The $2.3 million extraordinary loss for the year ended December 31, 1996 represents the write-off of unamortized deferred financing costs, legal fees and other costs that were incurred to terminate various mortgage loans and various revolving lines of credit. 33
35 LIQUIDITY AND CAPITAL RESOURCES At December 31, 1998, the Company's cash and cash equivalents was approximately $21.8 million and restricted cash was approximately $11.0 million. Included in restricted cash are approximately $3.3 million of cash reserves required to be set aside under the Company's $40.0 million mortgage loan (the "1995 Mortgage Loan") for payments of security deposit refunds, tenant improvements, capital expenditures, interest, real estate taxes, and insurance. The portion of the cash reserve relating to payments for capital expenditures, interest, real estate taxes, and insurance for properties collateralizing the 1995 Mortgage Loan is established monthly, distributed to the Company as such expenditures are made and is replenished to a level adequate to make the next periodic payment of such expenditures. The portion of the cash reserve relating to security deposit refunds for the tenants occupying the properties collateralizing the 1995 Mortgage Loan is adjusted as tenants turn over. Also included in restricted cash is approximately $7.7 million of gross proceeds from the sale of properties. These sales proceeds will be disbursed as the Company exchanges into properties under Section 1031 of the Internal Revenue Code. YEAR ENDED DECEMBER 31, 1998 Net cash provided by operating activities of approximately $149.1 million for the year ended December 31, 1998 was comprised primarily of net income before minority interest of approximately $83.7 million and adjustments for non-cash items of approximately $59.0 million and the net change in operating assets and liabilities of approximately $6.4 million. The adjustments for the non-cash items are primarily comprised of depreciation and amortization, a provision for bad debts and the cumulative effect of a change in accounting principle due to the adoption of SOP 98-5 (as further discussed later in this Management's Discussion and Analysis of Financial Condition and Results of Operations), offset by the gain on sales of real estate, equity in income of joint venture and the effect of the straight-lining of rental income. Net cash used in investing activities of approximately $535.6 million for the year ended December 31, 1998 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, closing costs from the sales of real estate, investment in joint venture and an increase in restricted cash used to effect Section 1031 exchanges, offset by the proceeds from the sales of real estate and the repayment of mortgage loans receivable. Net cash provided by financing activities of approximately $395.1 million for the year ended December 31, 1998 was comprised primarily of the net proceeds from the issuance of common stock, preferred stock and senior unsecured debt, net borrowings under the Company's $300.0 million unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility") and a decrease in restricted cash which was used to pay down and retire the 1994 Defeased Mortgage Loan, offset by repayments of mortgage loans and common and preferred stock dividends and distributions. YEAR ENDED DECEMBER 31, 1997 Net cash provided by operating activities of approximately $102.6 million for the year ended December 31, 1997 was comprised primarily of net income before minority interest of approximately $57.3 million and adjustments for non-cash items of approximately $48.9 million, offset by the net change in operating assets and liabilities of approximately $3.6 million. The adjustments for the non-cash items are primarily comprised of depreciation and amortization, extraordinary loss and a provision for bad debts, offset by the gain on disposition of interest rate protection agreements, the gain on sales of real estate and the effect of the straight-lining of rental income. Net cash used in investing activities of approximately $805.5 million for the year ended December 31, 1997 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, closing costs from the sales of real estate and the funding of mortgage loans receivable, offset by the proceeds from the sales of real estate, a decrease in restricted cash due to the use of restricted cash to purchase properties to effect Section 1031 exchanges and repayment of mortgage loans receivable. Net cash provided by financing activities of approximately $708.4 million for the year ended December 31, 1997 was comprised primarily of the net proceeds from the issuance of common stock, preferred stock and senior unsecured debt, net borrowings under the Company's $200.0 million unsecured revolving credit facility and proceeds 34
36 from the sale of interest rate protection agreements, offset by repayments of unsecured debt, promissory notes payable and mortgage loans payable, the purchase of U.S. Government securities to defease the 1994 Defeased Mortgage Loan and common and preferred stock dividends and distributions. YEAR ENDED DECEMBER 31, 1996 Net cash provided by operating activities of approximately $62.6 million for the year ended December 31, 1996 was comprised primarily of net income before minority interest of approximately $38.6 million and adjustments for non-cash items of approximately $28.2 million, offset by the net change in operating assets and liabilities of approximately $4.2 million. The adjustments for the non-cash items are primarily comprised of depreciation and amortization, extraordinary loss and a provision for bad debts, offset by the gain on sales of real estate and the effect of the straight-lining of rental income. Net cash used in investing activities of approximately $240.6 million for the year ended December 31, 1996 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate and closing costs from the sales of real estate, offset by the proceeds from the sales of real estate and a decrease in restricted cash due to a decrease in cash reserves related to the 1994 Defeased Mortgage Loan. Net cash provided by financing activities of approximately $176.7 million for the year ended December 31, 1996 was comprised primarily of the net proceeds from the issuance of common stock and the net proceeds from mortgage loans payable, offset by net repayments under the Company's $200.0 million unsecured revolving credit facility, repayments of construction loans payable and mortgage loans payable and common and preferred stock dividends and distributions. FUNDS FROM OPERATIONS AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Funds from operations increased by approximately $40.8 million or 44.2% in 1998 compared to 1997 and increased by approximately $31.8 million or 52.6% in 1997 compared to 1996 as a result of the factors discussed in the analysis of operating results above. Management considers funds from operations to be one financial measure of the operating performance of an equity REIT that provides a relevant basis for comparison among REITs and it is presented to assist investors in analyzing the performance of the Company. In accordance with the National Association of Real Estate Investment Trusts' definition of funds from operations, the Company calculates funds from operations to be equal to net income, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, excluding amortization of deferred financing costs and interest rate protection agreements, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends and distributions. Funds from operations should not be considered as a substitute for net income as a measure of results of operations or for cash flow from operating activities (calculated in accordance with generally accepted accounting principles) as a measure of liquidity. Funds from operations as calculated by the Company may not be comparable to similarly titled but differently calculated measures of other REITs. The ratio of earnings to fixed charges and preferred stock dividends was 1.62 for the year ended December 31, 1998 compared to 1.79 for the year ended December 31, 1997 and 1.88 for the year ended December 31, 1996. The decrease in the earnings to fixed charges and preferred stock dividends between fiscal years 1998 and 1997 is primarily due to additional interest expense and preferred stock dividends incurred in fiscal year 1998 from additional debt and preferred stock issued to fund property acquisitions and developments, which is partially offset by higher net operating income from the property acquisitions as discussed in "Results of Operations" above. The decrease in the earnings to fixed charges and preferred stock dividends between fiscal year 1997 and 1996 is primarily due to additional interest expense and preferred stock dividends incurred in fiscal year 1997 from additional debt and preferred stock issued to fund property acquisitions and to legally defease the 1994 Defeased Mortgage Loan, which is partially offset by higher net operating income from the property acquisitions as discussed in "Results of Operations" above. 35
37 MARKET RISK The following discussion about the Company's risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. This analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by the Company at December 31, 1998 that are sensitive to changes in the interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast. In the normal course of business, the Company also faces risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis. At December 31, 1998, $134.8 million (approximately 11% of total debt at December 31, 1998) of the Company's debt was variable rate debt (all of the variable rate debt relates to the Company's 1997 Unsecured Acquisition Facility) and $1,057.1 million (approximately 89% of total debt at December 31, 1998) was fixed rate debt. The Company also had outstanding a written put and a written call option (collectively, the "Written Options") which were issued in conjunction with the initial offering of two tranches of unsecured debt. The Company's past practice has been to lock into fixed interest rates at issuance or fix the rate of variable rate debt through the use of interest rate protection agreements when interest rate market conditions dictate it is advantageous to do so. Currently, the Company does not enter into financial instruments for trading or other speculative purposes. For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not earnings or cash flows of the Company. Conversely, for variable rate debt, changes in the interest rate generally do not impact the fair value of the debt, but would affect the Company's future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on the Company until the Company is required to refinance such debt. See Note 6 to the consolidated financial statements for a discussion of the maturity dates of the Company's various fixed rate debt. Based upon the amount of variable rate debt outstanding at December 31, 1998, a 10% increase or decrease in the interest rate on the Company's variable rate debt would decrease or increase, respectively, future net income and cash flows by approximately $.9 million per year. A 10% increase in interest rates would decrease the fair value of the fixed rate debt at December 31, 1998 by approximately $47.9 million to $988.7 million. A 10% decrease in interest rates would increase the fair value of the fixed rate debt at December 31, 1998 by approximately $52.3 million to $1,088.9 million. A 10% increase in interest rates would decrease the fair value of the Written Options at December 31, 1998 by approximately $4.0 million to $9.2 million. A 10% decrease in interest rates would increase the fair value of the Written Options at December 31, 1998 by approximately $4.5 million to $17.7 million. Information relating to the Company's interest rate protection agreement that was settled on November 5, 1998 is disclosed below in this "Management's Discussion and Analysis of Financial Condition and Results of Operations". INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE In 1998, the Company acquired 247 industrial properties comprising approximately 12.3 million square feet of GLA and several land parcels for a total purchase price of approximately $560.1 million, completed the development of 12 properties and expansions of two properties comprising approximately 2.6 million square feet of GLA at a cost of approximately $85.9 million and sold 41 in-service properties comprising approximately 2.0 million square feet of GLA and several land parcels for gross proceeds of $99.9 million (approximately $56.3 million of the gross sales proceeds were received from the September 1998 Joint Venture to which the Company sold 21 of the 41 properties at the Company's net book value). The gain on sales of real estate was approximately $5.3 million. The Company has committed to the construction of 20 development projects totaling approximately 2.5 million square feet of GLA. The estimated total construction costs are approximately $101.9 million. These 36
38 developments are expected to be funded with cash flow from operations as well as borrowings under the Company's 1997 Unsecured Acquisition Facility. During the period January 1, 1999 through March 12, 1999, the Company acquired or completed development of four industrial properties and one land parcel for a total estimated investment of approximately $28.0 million. The Company also sold seven industrial properties for approximately $12.5 million of gross proceeds. REAL ESTATE HELD FOR SALE The Company has an active sales program through which it is continually engaged in identifying and evaluating its current portfolio for potential sales candidates in order to redeploy capital. At December 31, 1998, the Company had three industrial properties located in New Jersey comprising approximately 148,874 square feet of GLA held for sale, one industrial property located in Michigan comprising approximately 32,470 square feet of GLA held for sale and one industrial property located in Colorado comprising approximately 26,922 square feet of GLA held for sale. Income from operations of the five industrial properties held for sale for the twelve months ended December 31, 1998, 1997 and 1996 is $.8 million, $.6 million and $.1 million, respectively. Net carrying value of the five industrial properties held for sale at December 31, 1998 is $9.7 million. There can be no assurance that such properties held for sale will be sold. INVESTMENT IN JOINT VENTURE On September 28, 1998, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "September 1998 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, owns a 10% equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. On or after October 2000, under certain circumstances, the Company has the option of purchasing all of the properties owned by the September 1998 Joint Venture at a price determined by the provisions of the co-ownership agreement between the Company and the September 1998 Joint Venture's other partner. The Company received approximately $2.3 million (net of the intercompany elimination) in acquisition, asset management and property management fees in 1998 from the September 1998 Joint Venture. The Company accounts for the September 1998 Joint Venture under the equity method of accounting. As of December 31, 1998, the September 1998 Joint Venture owned 130 industrial properties comprising approximately 6.3 million square feet of GLA. MORTGAGE LOANS AND SENIOR UNSECURED DEBT On April 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $2.5 million (the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after October 2001 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On July 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $2.6 million (the "Acquisition Mortgage Loan V"). The Acquisition Mortgage Loan V is collateralized by one property in Tampa, Florida, bears interest at a fixed rate of 9.01% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan V matures on September 1, 2006. The Acquisition Mortgage Loan V may be prepaid only after August 2002 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1.0 million (the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI is collateralized by one property in Portland, Oregon, bears interest at a fixed rate of 8.875% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after September 2001 in exchange for a 3% prepayment fee. 37
39 On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1.4 million (the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII is collateralized by one property in Milwaukie, Oregon, bears interest at a fixed rate of 9.75% and provides for monthly principal and interest payments based on a 25-year amortization schedule. The Acquisition Mortgage Loan VII matures on March 15, 2002. The Acquisition Mortgage Loan VII may be prepaid only after December 2001. On November 5, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1.3 million (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is collateralized by three properties in Richland Hills, Texas, bears interest at a fixed rate of 8.450% and provides for monthly principal and interest payments based on a 143-month amortization schedule. The Acquisition Mortgage Loan VIII matures on July 1, 2009. On March 31, 1998, the Company, through the Operating Partnership, issued $100.0 million of Dealer remarketable securities which mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable (the "Call Option"), at the option of J.P. Morgan Securities, Inc., as Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the "Remarketing Date"). The Company received approximately $2.8 million of proceeds from the Remarketing Dealer as consideration for the Call Option. The Company is amortizing these proceeds over the life of the Call Option as an adjustment to interest expense. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based upon a predetermined formula as disclosed in the related Prospectus Supplement. If the Remarketing Dealer elects not to remarket the 2011 Drs., then the Operating Partnership will be required to repurchase, on the Remarketing Date, any 2011 Drs. that have not been purchased by the Remarketing Dealer at 100% of the principal amount thereof, plus accrued and unpaid interest, if any. The Company also settled an interest rate protection agreement, in the notional amount of $100.0 million, which was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Drs. as an adjustment to interest expense. The 2011 Drs. contain certain covenants including limitations on incurrence of debt and debt service coverage. On July 14, 1998, the Company, through the Operating Partnership, issued $200.0 million of senior unsecured debt which matures on July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15 and July 15. The Company also settled interest rate protection agreements, in the notional amount of $150.0 million, which were used to fix the interest rate on the 2028 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to the interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. Approximately $50.0 million of the 2028 Notes was purchased, through a broker/dealer, by an entity in which a Director of the Company owns greater than a ten percent interest. On November 5, 1998 the Company, through the Operating Partnership, settled its remaining interest rate protection agreement which was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Company's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Company settled its position. As a result, the Company recognized an expense of approximately $8.5 million associated with the settlement of this interest rate protection agreement in the fourth quarter of 1998. ISSUANCE OF PREFERRED STOCK, COMMON STOCK AND EMPLOYEE STOCK OPTIONS On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series D Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the dividends and amounts upon liquidation, dissolution or winding up, the Series D Preferred Stock ranks senior to payments on the Company's $.01 par value common stock ("Common Stock") and pari passu with the Company's 9 1/2%, $.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock"), 8 3/4%, $.01 par value, 38
40 Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), 8 5/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock") and Series E Preferred Stock (defined below); however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series D Preferred Stock is not redeemable prior to February 4, 2003. On and after February 4, 2003, the Series D Preferred Stock is redeemable for cash at the option of the Company, in whole or part, at a redemption price equivalent to $25 per Depositary Share, or $125.0 million in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series D Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series E Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series E Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series E Preferred Stock is not redeemable prior to March 18, 2003. On and after March 18, 2003, the Series E Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $75.0 million in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series E Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On April 23, 1998, the Company issued, in a private placement, 1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity Offering"). The price per share in the April 1998 Equity Offering was $32.625, resulting in gross offering proceeds of $36.3 million. Proceeds to the Company, net of purchaser's discount and total offering expenses, were approximately $33.1 million. During 1998 the Company awarded 51,850 shares of restricted Common Stock to certain employees and 2,769 shares of restricted Common Stock to certain Directors. Other employees of the Company converted certain employee stock options to 13,602 shares of restricted Common Stock. These shares of restricted Common Stock had a fair value of $2.3 million on the date of grant. The restricted Common Stock vests over a period from five to ten years. Compensation expense will be charged to earnings over the respective vesting period. On January 2, 1998, the Company granted 4,370,000 non-qualified employee stock options. These stock options vest over three years based upon certain performance measures. The stock options have a strike price of $35.8125 per share and expire ten years from the date of grant. On May 14, 1998, the Company granted 899,000 non-qualified employee stock options. These stock-options vest over one year and have a strike price of $31.13 per share. These stock options expire between seven and ten years from the date of grant. On November 11, 1998, the Company granted 13,700 non-qualified employee stock options. These stock-options vest immediately and have a strike price of $30.00 per share. These stock options expire three years from the date of grant. On December 3, 1998, the Company granted 40,000 non-qualified employee stock options to two senior executive officers of the Company. These stock-options vest immediately and have a strike price of $24.00 per share. These stock options expire ten years from the date of grant. DIVIDENDS/DISTRIBUTIONS On January 20, 1998, the Company and the Operating Partnership paid a fourth quarter 1997 distribution of $.53 per common share/Unit, totaling approximately $22.0 million. On April 20, 1998, the Company and Operating Partnership paid a first quarter 1998 distribution of $.53 per common share/Unit, totaling approximately $22.5 million. On July 20, 1998, the Company and the Operating Partnership paid a second quarter 1998 distribution of $.53 per common share/Unit, totaling approximately $23.6 million. On October 19, 1998, the Company and the Operating Partnership paid a third quarter 1998 distribution of $.53 per common share/Unit, totaling approximately $23.7 39
41 million. On January 19, 1999, the Company and the Operating Partnership paid a fourth quarter 1998 distribution of $.60 per common share/Unit, totaling approximately $27.1 million. On March 31, 1998, the Company paid first quarter preferred stock dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C Preferred Stock and a period prorated first quarter preferred stock dividend of $30.365 per share (equivalent to $.30365 per Depositary Share) on its Series D Preferred Stock. The preferred stock dividends paid on March 31, 1998 totaled, in the aggregate, approximately $5.8 million. On March 31, 1998, the Company accrued a first quarter period prorated preferred stock dividend of $7.13194 per share (equivalent to $.0713194 per Depositary Share), totaling $.2 million, on its Series E Preferred Stock. On June 30, 1998, the Company paid second quarter preferred stock dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per Depositary Share) on its Series D Preferred Stock and a period prorated first quarter dividend and a second quarter dividend totaling $56.5069 per share (equivalent to $.565069 per Depositary Share) on its Series E Preferred Stock. The preferred stock dividends paid on June 30, 1998 totaled, in the aggregate, approximately $8.4 million. On September 30, 1998, the Company paid third quarter preferred stock dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per Depositary Share) on its Series D Preferred Stock and $49.375 per share (equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock. The preferred stock dividends paid on September 30, 1998 totaled, in the aggregate, approximately $8.2 million. On December 31, 1998, the Company paid fourth quarter preferred stock dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C Preferred Stock and $49.687 per share (equivalent to $.49687 per Depositary Share) on its Series D Preferred Stock and $49.375 per share (equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock. The preferred stock dividends paid on December 31, 1998 totaled, in the aggregate, approximately $8.2 million. In March 1999, the Company declared a first quarter dividend of $.60 per share/Unit on its common stock which is payable on April 19, 1999. The Company also declared a first quarter dividend of $.59375 per share, $54.688 per share ($.54688 per depositary share), $53.906 per share ($.53906 per depositary share), $49.687 per share ($.49687 per depositary share) and $49.375 per share ($.49375 per depositary share) on its Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, which is payable on March 31, 1999. SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flow from operations and other expected liquidity sources to meet these needs. The Company believes that its principal short-term liquidity needs are to fund normal recurring expenses, debt service requirements and the minimum distribution required to maintain the Company's REIT qualification under the Internal Revenue Code. The Company anticipates that these needs will be met with cash flows provided by operating activities. The Company expects to meet long-term (greater than one year) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through long-term secured and unsecured indebtedness and the issuance of additional equity securities. The Company is also actively considering joint ventures with institutional partners and the disposition of select assets as additional financing strategies. As of December 31, 1998 and March 12, 1999, $589.2 million of common stock, preferred stock and depositary shares and $100.0 million of debt securities were registered and 40
42 unissued under the Securities Act of 1933, as amended. The Company may finance the development or acquisition of additional properties through borrowings under the 1997 Unsecured Acquisition Facility. At December 31, 1998, borrowings under the 1997 Unsecured Acquisition Facility bore interest at a weighted average interest rate of 6.5%. As of March 12, 1999, the Company had approximately $156.7 million available in additional borrowings under the 1997 Unsecured Acquisition Facility. RELATED PARTY TRANSACTIONS The Company often obtains title insurance coverage for its properties from an entity for which an independent Director of the Company became the President, Chief Executive Officer and a Director in 1996. From time to time, the Company utilizes real estate brokerage services from CB Richard Ellis for which a relative of one of the Company's officers/Directors is an employee. On November 19, 1997, the Company exercised an option that was granted on March 19, 1996 to purchase a 100,000 square foot bulk warehouse property located in Indianapolis, Indiana for approximately $3.3 million. The property was purchased from a partnership in which one of the Company's officers owned a 33.0% interest. From time to time, the Company utilizes leasing services from an entity for which one of the Company's former officers located in a regional office owns a 62.5% ownership interest. For the year ended December 31, 1998, the Company has paid approximately $.2 million of leasing commissions to this entity. On July 16, 1998, the Company, through the Operating Partnership, completed an acquisition of a real estate firm of which a former officer and an employee of the Company owned a 77.5% interest. Gross proceeds to the real estate firm totaled approximately $2.3 million. In conjunction with the acquisition of the real estate firm, the Company also acquired an industrial property from this same entity for a purchase price of approximately $3.2 million, excluding costs incurred in connection with the acquisition of the property. On June 23, 1998, the Company, through the Operating Partnership, purchased a 292,471 square foot light industrial property located in Denver, Colorado for approximately $12.2 million. The property was purchased from a company in which one of the Company's officers owned a 12.08% interest. Of the 247 industrial properties purchased by the Company during the year ended December 31, 1998, four industrial properties were purchased from Western Suburban Industrial Investments Limited Partnership ("Western") in which the sole general partner, having a 5% interest, was Tomasz/Shidler Investment Corporation, the sole shareholders of which were a Director of the Company and a Director/officer of the Company who also had a 53% and 32% limited partnership interest in Western, respectively. Further, an additional Director/officer of the Company was a limited partner in Western having an interest of 2%. The aggregate purchase price for this acquisition totaled approximately $7.9 million, excluding costs incurred in conjunction with the acquisition of the properties. In the fourth quarter of 1998, the Company sold three industrial properties to a former officer and Director of the Company for gross proceeds of approximately $10.7 million. The former officer and Director has the option of selling the properties back to the Company and the Company has the option of buying the properties from the former officer and Director. The gain on sale from the sale of these properties has been deferred and will be recognized if the above mentioned options are not exercised. ENVIRONMENTAL The Company incurred environmental costs of $.3 million and $.3 million in 1998 and 1997, respectively. The Company estimates 1999 costs of approximately $.2 million. The Company estimates that the aggregate cost which needs to be expended in 1999 and beyond with regard to currently identified environmental issues will not exceed approximately $2.3 million, a substantial amount of which will be the primary responsibility of the tenant, the seller to the Company or another responsible party. This estimate was determined by a third party evaluation. INFLATION For the last several years, inflation has not had a significant impact on the Company because of the relatively low inflation rates in the Company's markets of operation. Most of the Company's leases require the tenants to pay 41
43 their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. In addition, many of the outstanding leases expire within five years which may enable the Company to replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate. YEAR 2000 COMPLIANCE The Year 2000 compliance issue concerns the inability of computerized information systems and non-information systems to accurately calculate, store or use a date after 1999. This could result in computer systems failures or miscalculations causing disruptions of operations. The Year 2000 issue affects almost all companies and organizations. The Company has discussed its software applications and internal operational programs with its current information systems' vendor and, based on such discussions, believes that such applications and programs will properly recognize calendar dates beginning in the year 2000. The Company is discussing with its material third-party service providers, such as its banks, payroll processor and telecommunications provider, their Year 2000 compliance and is assessing what effect their possible non-compliance might have on the Company. In addition, the Company is discussing with its material vendors the possibility of any interface difficulties and/or electrical or mechanical problems relating to the year 2000 which may affect properties owned by the Company. The Company has also surveyed substantially all of its tenants to determine the status of their Year 2000 compliance and what effect their possible non-compliance might have on the Company. The Company is currently processing the information obtained from such tenant surveys and remains in discussions with its material vendors and third-party service providers. Of the tenant surveys processed to date, all have stated that they are either Year 2000 compliant or will be Year 2000 compliant by the end of 1999. The Company plans to complete its assessment of Year 2000 compliance by such parties by June 30, 1999. Until such time the Company cannot estimate any potential adverse impact resulting from the failure of tenants, vendors or third-party service providers to address their Year 2000 issues; however, to date, no significant Year 2000-related conditions have been identified. Because the Company's evaluation of its Year 2000 issues has been conducted by its own personnel or by its vendors in connection with their servicing operations, the Company's expenditures for assessing its Year 2000 issues, though difficult to quantify, to date have not been material. In addition, the Company is not aware of any Year 2000-related conditions that it believes would likely require any material expenditures by the Company in the future. Based on its current information, the Company believes that the risk posed by any foreseeable Year 2000-related problem with its internal systems and the systems at its properties (including both information and non-information systems) or with its vendors or tenants is minimal. Year 2000-related problems with the Company's software applications and internal operational programs or with the electrical or mechanical systems at its properties are unlikely to cause more than minor disruptions in the Company's operations. The Company believes that the risk posed by Year 2000-related problems at certain of its third-party service providers, such as its banks, payroll processor and telecommunications provider is marginally greater, though, based on its current information, the Company does not believe any such problems would have a material effect on its operations. Any Year 2000 related problems at such third-party service providers could delay the processing of financial transactions and the Company's payroll and could disrupt the Company's internal and external communications. At this time, the Company has not developed and does not anticipate developing any contingency plans with respect to Year 2000 issues. In addition, the Company has no plans to seek independent verification or review of its assessment of its Year 2000 issues. The Company does intend to complete its assessment of, and to continue to monitor, its Year 2000 issues and will develop contingency plans if, and to the extent, deemed necessary. While the Company believes that it will be Year 2000 compliant by December 31, 1999, there can be no assurance that the Company has been or will be successful in identifying and assessing Year 2000 issues, or that, to the extent identified, the Company's efforts to remediate such issues will be effective such that Year 2000 issues will not have a material adverse effect on the Company's business, financial condition or results of operation. 42
44 OTHER In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement, effective for fiscal years beginning after December 15, 1997, requires the Company to report components of comprehensive income in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined by Concepts Statement No. 6, "Elements of Financial Statements" as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company's net income available to common stockholders approximates its comprehensive income as defined in Concepts Statement No. 6, "Elements of Financial Statements". In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". This statement, effective for financial statements for fiscal years beginning after December 15, 1997, requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. The sole business of the Company is the owning and the operation of industrial properties. The Company evaluates operating results and allocates resources on a property-by-property basis. Accordingly, the Company has concluded it has a single reportable segment for FAS 131 purposes. Further, all operations are within the United States and no tenant comprises more than 10% of consolidated revenues. Therefore, no additional disclosure due to the adoption of FAS 131 is currently required. In March 1998, the FASB's Emerging Issues Task Force (the "Task Force") issued Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11, effective March 19, 1998, requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property be expensed as incurred. The Task Force concluded that a property is considered operating if, at the date of acquisition, major construction activity is substantially completed on the property and (a) it is held available for occupancy upon completion of tenant improvements by the acquirer or (b) it is already income producing. The Company adopted EITF 97-11 as of March 19, 1998. Prior to March 19, 1998, the Company capitalized internal costs of preacquisition activities incurred in connection with the acquisition of operating properties. The adoption of EITF 97-11 resulted in a cumulative increase of approximately $2.7 million in the amount of general and administrative expense reflected in the Company's consolidated statement of operations in 1998. In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. In the second quarter of 1998, the Company reported a cumulative effect of a change in accounting principle in the amount of approximately $2.0 million to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement, effective for fiscal years beginning after June 15, 1999, establishes accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments imbedded in other contracts, be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement also requires that the changes in the derivative's fair value be recognized in earnings unless specific hedge accounting criteria are met. The Company is currently assessing the impact of this new statement on its consolidated financial position, liquidity, and results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Response to this item is included in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" above. 43
45 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. PART III ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 10, Item 11, Item 12 and Item 13 will be contained in a definitive proxy statement which the Registrant anticipates will be filed no later than April 15, 1999, and thus is incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K. 44
46 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS (1 & 2) See Index To Financial Statements And Financial Statement Schedule On Page F-1 Of This Form 10-K (3) Exhibits: Exhibits Description - -------- ----------- 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company's Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) 3.3 Articles of Amendment to the Company's Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.4 Articles Supplementary relating to the Company's 9 1/2% Series A Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.5 Articles of Amendment to the Company's Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.6 Articles Supplementary relating to the Company's 8 3/4% Series B Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 3.7 Articles Supplementary relating to the Company's 8 5/8% Series C Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File No. 1-13102) 3.8 Articles Supplementary relating to the Company's 7.95% Series D Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998, File No. 1-13102) 3.9 Articles Supplementary relating to the Company's 7.90% Series E Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 3.10 Articles Supplementary relating to the Company's Junior Participating Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) 4.1 Form of Amended and Restated Articles of Incorporation of First Industrial Securities Corporation (incorporated by reference to Exhibit 4.5 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.2 Form of Articles Supplementary of First Industrial Securities Corporation (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-3, File No. 33-97014) 45
47 Exhibits Description - -------- ----------- 4.3 Form of Guarantee and Payment Agreement between First Industrial Securities, L.P. and First Industrial Securities Corporation for the benefit of American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.8 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.4 Form of Agency and Advance Agreement among First Industrial Realty Trust, Inc., First Industrial Securities, L.P. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.9 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.5 Form of Guarantee Agency Agreement among First Industrial Realty Trust, Inc., First Industrial Securities, L.P. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.10 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.6 Form of Limited Partnership Agreement of First Industrial Securities, L.P. (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.7 Deposit Agreement, dated May 14, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.8 Deposit Agreement, dated June 6, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated June 6, 1997, File No. 1-13102) 4.9 Deposit Agreement, dated February 6, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated February 6, 1998, File No. 1-13102) 4.10 Deposit Agreement, dated March 18, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.11 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.12 Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $150 million of 7.60% Notes due 2007 and $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.13 Supplemental Indenture No. 2, dated as of May 22, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7 3/8% Notes due 2011(incorporated by reference to Exhibit 4.4 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.14 Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 46
48 Exhibits Description - -------- ----------- 4.15 6.90% Medium-Term Note due 2005 in principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.17 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.16 7.00% Medium-Term Note due 2006 in principal amount of $150 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.18 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.17 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.18 Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.19 Rights Agreement, dated as of September 16, 1997, between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on September 24, 1997, File No. 1-13102) 4.20 Unsecured Revolving Credit Agreement (the "Unsecured Revolving Credit Agreement"), dated as of December 15, 1997, by and among First Industrial, L.P., First Industrial Realty Trust, Inc. and The First National Bank of Chicago, Union Bank of Switzerland, New York Branch and certain other banks (incorporated by reference to Exhibit 4.22 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.21 6.50% dealer remarketable security due April 5, 2011 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated April 7, 1998, File No. 333-21873) 4.22 Supplemental Indenture No. 4, dated as of March 26, 1998, between First Industrial, L.P. and First Trust National Trust Association, as Trustee, relating to 6.50% Dealer remarketable securities due April 5, 2011 (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P. dated April 7, 1998, File No. 333-21873) 4.23 Remarketing Agreement, dated March 31, 1998, between First Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 1.2 of Form 8-K of First Industrial, L.P. dated April 7, 1998, File No.333-21873) 4.25 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.26 Supplemental Indenture No.5, dated as of July 14, 1998, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industial, L.P.'s 7.60% Notes due July 15, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "LP Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 47
49 Exhibits Description - -------- ----------- 10.3 Second Amendment to the L.P. Agreement dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 10.4 Third Amendment to the L.P. Agreement dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 10.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 10.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 10.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.11 Registration Rights Agreement, dated April 29, 1998, relating to the Company's Common Stock, par value $.01 per share, between the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated May 1, 1998, File No. 1-13102) 10.12 Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.13 Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11, File No. 33-77804) 10.14 + 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.15 + Separation Agreement, dated January 10, 1996, between First Industrial and Paul T. Lambert (incorporated by reference to Exhibit 10.42 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1-13102) 10.16 + First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) 10.17 Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) 48
50 Exhibits Description - -------- ----------- 10.18 Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.19 + Employment Agreement, dated December 4, 1996, between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.20 + Employment Agreement, dated February 1, 1997, between the Company and Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.21 + Employment Agreement, dated January 31, 1997, between the Company and Jan Burman (incorporated by reference to Exhibit 10.61 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.22 + Employment Agreement, dated December 9, 1997, between the Company and Scott P. Sealy, Sr. (incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.23 + Employment Agreement, dated December 10, 1997, between the Company and Donald Thompson (incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.24 + 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.25* + Separation Agreement dated November 11, 1998 by and between the Company and Michael T. Tomasz 12.1 * Computation of ratios of earnings to fixed charges and preferred stock dividends of the Company 21.1 * Subsidiaries of the Registrant 23 * Consent of PricewaterhouseCoopers LLP 27 * Financial Data Schedule * Filed herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a(3) of Form 10-K. (b) REPORTS ON FORM 8-K AND FORM 8-K/A Report on Form 8-K filed November 12, 1998, dated November 6, 1998, as amended by the report on Form 8-K/A No. 1 filed January 11, 1999 relating to (i) the acquisition of 74 industrial properties by the Company and (ii) the acquisition of 111 properties by a joint venture arrangement, entered into on September 28, 1998, between the Company, through a limited liability company in which First Industrial, L.P. is the sole member, and an institutional investor. The reports include Combined Historical Statements of Revenues and Certain Expenses for the acquired properties and Pro Forma Balance Sheet and Pro Forma Statements of Operations for the Company. 49
51 ================================================================================ The Company has prepared supplemental financial and operating information which is available without charge upon request to the Company. Please direct requests as follows: First Industrial Realty Trust, Inc. 311 S. Wacker, Suite 4000 Chicago, IL 60606 Attention: Investor Relations 50
52 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST INDUSTRIAL REALTY TRUST, INC. Date: March 16, 1999 By: /s/ Michael W. Brennan ---------------------------------------- Michael W. Brennan President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 16, 1999 By: /s/ Michael J. Havala ---------------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Jay H. Shidler Chairman of the Board of Directors March 16, 1999 - ------------------------------- Jay H. Shidler /s/ Michael W. Brennan President, Chief Executive Officer March 16, 1999 - ------------------------------- and Director Michael W. Brennan /s/ Michael G. Damone Director of Strategic Planning March 16, 1999 - ------------------------------- and Director Michael G. Damone /s/ John L. Lesher Director March 16, 1999 - ------------------------------- John L. Lesher /s/ Kevin W. Lynch Director March 16, 1999 - ------------------------------- Kevin W. Lynch /s/ John E. Rau Director March 16, 1999 - ------------------------------- John E. Rau /s/ Robert J. Slater Director March 16, 1999 - ------------------------------- Robert J. Slater - ------------------------------- Director March 16, 1999 J. Steven Wilson 51
53 EXHIBIT INDEX Exhibits Description - -------- ----------- 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.2 Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company's Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) 3.3 Articles of Amendment to the Company's Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.4 Articles Supplementary relating to the Company's 9 1/2% Series A Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.5 Articles of Amendment to the Company's Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) 3.6 Articles Supplementary relating to the Company's 8 3/4% Series B Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 3.7 Articles Supplementary relating to the Company's 8 5/8% Series C Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated June 6, 1997, File No. 1-13102) 3.8 Articles Supplementary relating to the Company's 7.95% Series D Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated February 6, 1998, File No. 1-13102) 3.9 Articles Supplementary relating to the Company's 7.90% Series E Cumulative Preferred Stock, $.01 par value (incorporated by reference to Exhibit 3.9 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 3.10 Articles Supplementary relating to the Company's Junior Participating Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) 4.1 Form of Amended and Restated Articles of Incorporation of First Industrial Securities Corporation (incorporated by reference to Exhibit 4.5 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.2 Form of Articles Supplementary of First Industrial Securities Corporation (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-3, File No. 33-97014) 52
54 Exhibits Description - -------- ----------- 4.3 Form of Guarantee and Payment Agreement between First Industrial Securities, L.P. and First Industrial Securities Corporation for the benefit of American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.8 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.4 Form of Agency and Advance Agreement among First Industrial Realty Trust, Inc., First Industrial Securities, L.P. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.9 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.5 Form of Guarantee Agency Agreement among First Industrial Realty Trust, Inc., First Industrial Securities, L.P. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 4.10 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.6 Form of Limited Partnership Agreement of First Industrial Securities, L.P. (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3, File No. 33-97014) 4.7 Deposit Agreement, dated May 14, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.8 Deposit Agreement, dated June 6, 1997, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated June 6, 1997, File No. 1-13102) 4.9 Deposit Agreement, dated February 6, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Company, dated February 6, 1998, File No. 1-13102) 4.10 Deposit Agreement, dated March 18, 1998, by and among the Company, First Chicago Trust Company of New York and holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.11 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.12 Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $150 million of 7.60% Notes due 2007 and $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.13 Supplemental Indenture No. 2, dated as of May 22, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7 3/8% Notes due 2011(incorporated by reference to Exhibit 4.4 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.14 Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 53
55 Exhibits Description - -------- ----------- 4.15 6.90% Medium-Term Note due 2005 in principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.17 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.16 7.00% Medium-Term Note due 2006 in principal amount of $150 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.18 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.17 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.18 Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.19 Rights Agreement, dated as of September 16, 1997, between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 99.1 of Form 8-A12B as filed on September 24, 1997, File No. 1-13102) 4.20 Unsecured Revolving Credit Agreement (the "Unsecured Revolving Credit Agreement"), dated as of December 15, 1997, by and among First Industrial, L.P., First Industrial Realty Trust, Inc. and The First National Bank of Chicago, Union Bank of Switzerland, New York Branch and certain other banks (incorporated by reference to Exhibit 4.22 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 4.21 6.50% dealer remarketable security due April 5, 2011 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated April 7, 1998, File No. 333-21873) 4.22 Supplemental Indenture No. 4, dated as of March 26, 1998, between First Industrial, L.P. and First Trust National Trust Association, as Trustee, relating to 6.50% Dealer remarketable securities due April 5, 2011 (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P. dated April 7, 1998, File No. 333-21873) 4.23 Remarketing Agreement, dated March 31, 1998, between First Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 1.2 of Form 8-K of First Industrial, L.P. dated April 7, 1998, File No.333-21873) 4.25 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 4.26 Supplemental Indenture No.5, dated as of July 14, 1998, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industial, L.P.'s 7.60% Notes due July 15, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "LP Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 54
56 Exhibits Description - -------- ----------- 10.3 Second Amendment to the L.P. Agreement dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 10.4 Third Amendment to the L.P. Agreement dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 10.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 10.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 10.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 10.11 Registration Rights Agreement, dated April 29, 1998, relating to the Company's Common Stock, par value $.01 per share, between the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company dated May 1, 1998, File No. 1-13102) 10.12 Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.13 Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11, File No. 33-77804) 10.14 + 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) 10.15 + Separation Agreement, dated January 10, 1996, between First Industrial and Paul T. Lambert (incorporated by reference to Exhibit 10.42 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1-13102) 10.16 + First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) 10.17 Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) 55
57 Exhibits Description - -------- ----------- 10.18 Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.19 + Employment Agreement, dated December 4, 1996, between the Company and Michael T. Tomasz (incorporated by reference to Exhibit 10.59 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.20 + Employment Agreement, dated February 1, 1997, between the Company and Michael W. Brennan (incorporated by reference to Exhibit 10.60 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.21 + Employment Agreement, dated January 31, 1997, between the Company and Jan Burman (incorporated by reference to Exhibit 10.61 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.22 + Employment Agreement, dated December 9, 1997, between the Company and Scott P. Sealy, Sr. (incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.23 + Employment Agreement, dated December 10, 1997, between the Company and Donald Thompson (incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.24 + 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) 10.25* + Separation Agreement dated November 11, 1998 by and between the Company and Michael T. Tomasz 12.1 * Computation of ratios of earnings to fixed charges and preferred stock dividends of the Company 21.1 * Subsidiaries of the Registrant 23 * Consent of PricewaterhouseCoopers LLP 27 * Financial Data Schedule * Filed herewith. + Indicates a compensatory plan or arrangement contemplated by Item 14 a (3) of Form 10-K. 56
58 FIRST INDUSTRIAL REALTY TRUST, INC. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE PAGE ---- FINANCIAL STATEMENTS Report of Independent Accountants ............................................................... F-2 Consolidated Balance Sheets of First Industrial Realty Trust, Inc. (the "Company") as of December 31, 1998 and 1997 ................................................................... F-3 Consolidated Statements of Operations of the Company for the Years Ended December 31, 1998, 1997 and 1996 ............................................................................. F-4 Consolidated Statements of Changes in Stockholders' Equity of the Company for the Years Ended December 31, 1998, 1997 and 1996 .......................................................... F-5 Consolidated Statements of Cash Flows of the Company for the Years Ended December 31, 1998, 1997 and 1996.............................................................................. F-6 Notes to Consolidated Financial Statements ...................................................... F-7 FINANCIAL STATEMENT SCHEDULE Report of Independent Accountants ............................................................... S-1 Schedule III: Real Estate and Accumulated Depreciation ......................................... S-2 F-1
59 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of First Industrial Realty Trust, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders equity and of cash flows present fairly, in all material respects, the financial position of First Industrial Realty Trust, Inc. (the "Company") at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Chicago, Illinois February 16, 1999 F-2
60 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, December 31, 1998 1997 ----------- ----------- ASSETS Assets: Investment in Real Estate: Land ................................................................. $ 406,465 $ 299,020 Buildings and Improvements ........................................... 2,137,499 1,663,731 Furniture, Fixtures and Equipment .................................... 1,437 1,437 Construction in Progress ............................................. 37,632 30,158 Less: Accumulated Depreciation ....................................... (175,886) (121,030) ----------- ----------- Net Investment in Real Estate ................................ 2,407,147 1,873,316 Cash and Cash Equivalents ............................................... 21,823 13,222 Restricted Cash ......................................................... 10,965 313,060 Tenant Accounts Receivable, Net ......................................... 9,982 6,280 Investment in Joint Venture ............................................. 4,458 -- Deferred Rent Receivable ................................................ 14,519 10,144 Deferred Financing Costs, Net ........................................... 12,206 8,594 Prepaid Expenses and Other Assets, Net .................................. 73,362 47,547 ----------- ----------- Total Assets ................................................. $ 2,554,462 $ 2,272,163 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Mortgage Loans Payable .................................................. $ 108,487 $ 101,198 Defeased Mortgage Loan Payable .......................................... -- 300,000 Senior Unsecured Debt, Net .............................................. 948,595 648,994 Acquisition Facilities Payable .......................................... 134,800 129,400 Accounts Payable and Accrued Expenses ................................... 72,963 50,373 Rents Received in Advance and Security Deposits ......................... 18,592 14,104 Dividends/Distributions Payable ......................................... 27,081 22,010 ----------- ----------- Total Liabilities ............................................ 1,310,518 1,266,079 ----------- ----------- Minority Interest .......................................................... 189,168 151,494 Commitments and Contingencies .............................................. -- -- Stockholders' Equity Preferred Stock ($.01 par value, 10,000,000 shares authorized, 1,650,000, 40,000, 20,000, 50,000 and 30,000 shares of Series A, B, C, D and E Cumulative Preferred Stock, respectively, issued and outstanding at December 31, 1998 having a liquidation preference of $25 per share ($41,250), $2,500 per share ($100,000), $2,500 per share ($50,000), $2,500 per share ($125,000) and $2,500 per share ($75,000), respectively; and 1,650,000, 40,000 and 20,000 shares of Series A, B and C Cumulative Preferred Stock, respectively, issued and outstanding at December 31, 1997 having a liquidation preference of $25 per share ($41,250), $2,500 per share ($100,000) and $2,500 per share ($50,000), respectively)........................................................... 18 17 Common Stock ($.01 par value, 100,000,000 shares authorized, 37,932,015 and 36,433,859 shares issued and outstanding at December 31, 1998 and 1997, respectively)............................. 379 364 Additional Paid-in-Capital.................................................. 1,171,896 934,622 Distributions in Excess of Accumulated Earnings ............................ (114,205) (76,996) Unearned Value of Restricted Stock Grants .................................. (3,312) (3,417) ----------- ----------- Total Stockholders' Equity ................................. 1,054,776 854,590 ----------- ----------- Total Liabilities and Stockholders' Equity ................. $ 2,554,462 $ 2,272,163 =========== =========== The accompanying notes are an integral part of the financial statements. F-3
61 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1997 1998 ------------ ------------ ----------- Revenues: Rental Income .................................................................. $ 281,660 $ 164,389 $ 109,113 Tenant Recoveries and Other Income ............................................. 68,042 46,028 30,942 Interest Income- Defeasance .................................................... -- 12,786 -- --------- --------- --------- Total Revenues ........................................................... 349,702 223,203 140,055 --------- --------- --------- Expenses: Real Estate Taxes .............................................................. 55,544 34,653 23,371 Repairs and Maintenance ........................................................ 15,303 8,278 5,408 Property Management ............................................................ 13,643 7,850 5,067 Utilities ...................................................................... 9,475 5,801 3,582 Insurance ...................................................................... 934 568 877 Other .......................................................................... 4,585 2,612 919 General and Administrative ..................................................... 12,983 6,248 4,018 Interest Expense ............................................................... 71,833 49,859 28,954 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs .............................................. 917 2,812 3,286 Depreciation and Other Amortization ............................................ 63,805 39,573 28,049 Restructuring and Abandoned Pursuit Costs Charge ............................... 11,941 -- -- --------- --------- --------- Total Expenses ............................................................ 260,963 158,254 103,531 --------- --------- --------- Income from Operations Before Equity in Income of Joint Venture, Income Allocated to Minority Interest and Disposition of Interest Rate Protection Agreements ................................................................. 88,739 64,949 36,524 Equity in Income of Joint Venture ................................................ 45 -- -- Income Allocated to Minority Interest ............................................ (7,961) (5,312) (2,931) Disposition of Interest Rate Protection Agreement ................................ (8,475) 1,430 -- --------- --------- --------- Income from Operations ........................................................... 72,348 61,067 33,593 Gain on Sales of Properties ...................................................... 5,349 5,003 4,344 --------- --------- --------- Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ................................... 77,697 66,070 37,937 Extraordinary Loss ............................................................... -- (14,124) (2,273) Cumulative Effect of Change in Accounting Principle .............................. (1,976) -- -- --------- --------- --------- Net Income ....................................................................... 75,721 51,946 35,664 Preferred Stock Dividends ........................................................ (30,610) (11,856) (3,919) --------- --------- --------- Net Income Available to Common Stockholders ...................................... $ 45,111 $ 40,090 $ 31,745 ========= ========= ========= Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle Per Weighted Average Common Share Outstanding: Basic ....................................................................... $ 1.26 $ 1.72 $ 1.37 ========= ========= ========= Diluted ..................................................................... $ 1.25 $ 1.70 $ 1.37 ========= ========= ========= Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ....................................................................... $ 1.20 $ 1.27 $ 1.28 ========= ========= ========= Diluted ..................................................................... $ 1.20 $ 1.26 $ 1.28 ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-4
62 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Additional Preferred Common Paid-In Total Stock Stock Capital ----------- ------------- ----------- ----------- Balance at December 31, 1995 .................. $ 306,023 $ 17 $ 190 $ 338,907 Net Proceeds from Issuance of Common Stock .............................. 244,040 -- 109 243,931 Exercise of Stock Options .................... 228 -- -- 228 Preferred Stock Dividends ($2.375 per Series A Share) ............... (3,919) -- -- -- Distributions ($1.9675 per Share/Unit) .................. (54,318) -- -- -- Net Income Before Minority Interest .......... 38,595 -- -- -- Minority Interest: Allocation of Income ....................... (2,931) -- -- -- Distributions ($1.9675 per Unit) ........... 3,900 -- -- -- Conversion of Units to Common Stock ........ 943 -- -- 943 ----------- ----------- ----------- ----------- Balance at December 31, 1996 ................. 532,561 17 299 584,009 Net Proceeds from Issuance of Preferred Stock ........................... 144,289 -- -- 144,289 Net Proceeds from Issuance of Common Stock .............................. 195,456 -- 60 195,396 Exercise of Stock Options .................... 3,883 -- 2 3,881 Issuance of Restricted Stock ................. -- -- 1 3,654 Amortization of Restricted Stock Grants ...... 238 -- -- -- Preferred Stock Dividends ($2.375 per Series A Share, $137.326 per Series B Share and $122.029 per Series C Share) ............. (11,856) -- -- -- Distributions ($2.045 per Share/Unit) ................... (73,836) -- -- -- Net Income Before Minority Interest ......... 57,258 -- -- -- Minority Interest: Allocation of Income ....................... (5,312) -- -- -- Distributions ($2.045 per Unit) ............ 8,514 -- -- -- Conversion of Units to Common Stock ........ 3,395 -- 2 3,393 ----------- ----------- ----------- ----------- Balance at December 31, 1997 .................. 854,590 17 364 934,622 Net Proceeds from Issuance of Preferred Stock ........................... 192,700 1 -- 192,699 Net Proceeds from Issuance of Common Stock .............................. 34,552 -- 11 34,541 Exercise of Stock Options .................... 2,543 -- 1 2,542 Issuance of Restricted Stock ................. -- -- 1 2,344 Amortization of Restricted Stock Grants ...... 2,450 -- -- -- Preferred Stock Dividends ($2.375 per Series A Share, $218.750 per Series B Share, $215.624 per Series C Share, $179.426 per Series D Share and $155.257 per Series E Share) ............... (30,610) -- -- -- Distributions ($2.19 per Share/Unit)...................... (96,868) -- -- -- Net Income Before Minority Interest .......... 83,682 -- -- -- Minority Interest: Allocation of Income ....................... (7,961) -- -- -- Distributions ($2.19 per Unit) ............. 14,548 -- -- -- Conversion of Units to Common Stock ....... 5,150 -- 2 5,148 ----------- ----------- ----------- ----------- Balance at December 31, 1998 .................. $ 1,054,776 $ 18 $ 379 $ 1,171,896 =========== =========== =========== =========== Distribution Unearned Retained In Excess of Value of Rest. Earnings Accum. Earnings Stock Grants -------- --------------- -------------- Balance at December 31, 1995 ................ $ -- $ (33,091) $ -- Net Proceeds from Issuance of Common Stock ............................ -- -- -- Exercise of Stock Options .................. -- -- -- Preferred Stock Dividends ($2.375 per Series A Share) ............. (3,919) -- -- Distributions ($1.9675 per Share/Unit) ................ (34,676) (19,642) -- Net Income Before Minority Interest ........ 38,595 -- -- Minority Interest: Allocation of Income ..................... -- (2,931) -- Distributions ($1.9675 per Unit) ......... -- 3,900 -- Conversion of Units to Common Stock ...... -- -- -- --------- --------- --------- Balance at December 31, 1996 ............... -- (51,764) -- Net Proceeds from Issuance of Preferred Stock ......................... -- -- -- Net Proceeds from Issuance of Common Stock ............................ -- -- -- Exercise of Stock Options .................. -- -- -- Issuance of Restricted Stock ............... -- -- (3,655) Amortization of Restricted Stock Grants .... -- -- 238 Preferred Stock Dividends ($2.375 per Series A Share, $137.326 per Series B Share and $122.029 per Series C Share) ........... (11,856) -- -- Distributions ($2.045 per Share/Unit) ................. (45,402) (28,434) -- Net Income Before Minority Interest ....... 57,258 -- -- Minority Interest: Allocation of Income ..................... -- (5,312) -- Distributions ($2.045 per Unit) .......... -- 8,514 -- Conversion of Units to Common Stock ..... -- -- -- --------- --------- --------- Balance at December 31, 1997 ................ -- (76,996) (3,417) Net Proceeds from Issuance of Preferred Stock ......................... -- -- -- Net Proceeds from Issuance of Common Stock ............................ -- -- -- Exercise of Stock Options .................. -- -- -- Issuance of Restricted Stock ............... -- -- (2,345) Amortization of Restricted Stock Grants ...................................... -- -- 2,450 Preferred Stock Dividends ($2.375 per Series A Share, $218.750 per Series B Share, $215.624 per Series C Share, $179.426 per Series D Share and $155.257 per Series E Share) ................................... (30,610) -- -- Distributions ($2.19 per Share/Unit .................... (53,072) (43,796) -- Net Income Before Minority Interest ........ 83,682 -- -- Minority Interest: Allocation of Income ..................... -- (7,961) -- Distributions ($2.19 per Unit) ........... -- 14,548 -- Conversion of Units to Common Stock ..... -- -- -- --------- --------- --------- Balance at December 31, 1998 ................ $ -- $(114,205) $ (3,312) ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-5
63 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1997 1996 ---------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income .............................................................. $ 75,721 $ 51,946 $ 35,664 Income Allocated to Minority Interest ................................... 7,961 5,312 2,931 --------- --------- --------- Income Before Minority Interest ......................................... 83,682 57,258 38,595 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation ............................................................ 57,565 35,286 24,542 Amortization of Interest Rate Protection Agreement and Deferred Financing Costs ............................................ 917 2,812 3,286 Other Amortization ...................................................... 8,074 4,353 3,507 Provision for Bad Debts ................................................. 550 850 100 Equity in Income of Joint Venture ....................................... (45) -- -- Gain on Sales of Properties ............................................. (5,349) (5,003) (4,344) Gain from Disposition of Interest Rate Protection Agreements ............ -- (1,430) -- Extraordinary Loss ...................................................... -- 14,124 2,273 Cumulative Effect of Change in Accounting Principle ..................... 1,976 -- -- Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets ................................................... (26,595) (23,034) (4,448) Increase in Deferred Rent Receivable .................................... (4,657) (2,075) (1,189) Increase in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits .......................... 29,867 17,644 2,085 Increase in Organization Costs .......................................... (396) (185) (68) Decrease (Increase) in Restricted Cash .................................. 3,507 2,035 (1,718) --------- --------- --------- Net Cash Provided by Operating Activities .......................... 149,096 102,635 62,621 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of and Additions to Investment in Real Estate .................. (625,027) (827,871) (257,156) Proceeds from Sale of Investment in Real Estate ......................... 99,904 33,658 14,972 Investment in Joint Venture ............................................. (4,413) -- -- Funding of Mortgage Loans Receivable .................................... -- (18,785) -- Repayment of Mortgage Loans Receivable .................................. 1,394 4,751 -- (Increase) Decrease in Restricted Cash .................................. (7,412) 2,742 1,613 --------- --------- --------- Net Cash Used in Investing Activities ............................ (535,554) (805,505) (240,571) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Sale of Common Stock ...................................... 36,300 200,360 260,703 Common Stock Underwriting Discounts/Offering Costs ...................... (3,159) (5,221) (15,190) Proceeds from Exercise of Employee Stock Options ........................ 2,544 3,883 -- Proceeds from Sale of Preferred Stock ................................... 200,000 150,000 -- Preferred Stock Underwriting Discounts/Offering Costs ................... (7,300) (5,710) (408) Proceeds from Sale of Interest Rate Protection Agreements ............... -- 9,950 -- Purchase of Interest Rate Protection Agreements ......................... -- (150) -- Purchase of U.S. Government Securities .................................. -- (300,000) -- Proceeds from Maturity of U.S. Government Securities .................... -- 300,000 -- Decrease (Increase) in Restricted Cash- Defeasance ...................... 306,000 (306,000) -- Proceeds from Senior Unsecured Debt ..................................... 299,517 983,757 -- Repayment of Senior Unsecured Debt ...................................... -- (334,800) -- Other Proceeds from Senior Unsecured Debt ............................... 2,760 2,377 -- Other Costs of Senior Unsecured Debt .................................... (11,890) (2,294) -- Dividends/Distributions ................................................. (91,796) (68,107) (47,991) Preferred Stock Dividends ............................................... (30,610) (11,856) (4,387) Proceeds from Mortgage Loans Payable .................................... -- -- 36,750 Repayments on Mortgage Loans Payable .................................... (301,947) (11,156) (935) Proceeds from Acquisition Facilities Payable ............................ 531,000 540,100 103,523 Repayments on Acquisition Facilities Payable ............................ (525,600) (415,100) (147,357) Repayment of Construction Loans Payable ................................. -- -- (4,873) Repayment of Promissory Notes Payable ................................... -- (9,919) -- Cost of Debt Issuance and Retirement of Debt ............................ (10,760) (11,668) (3,158) --------- --------- --------- Net Cash Provided by Financing Activities .......................... 395,059 708,446 176,677 --------- --------- --------- Net Increase (Decrease) in Cash and Cash Equivalents .................... 8,601 5,576 (1,273) Cash and Cash Equivalents, Beginning of Period .......................... 13,222 7,646 8,919 --------- --------- --------- Cash and Cash Equivalents, End of Period ................................ $ 21,823 $ 13,222 $ 7,646 ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-6
64 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 1. ORGANIZATION AND FORMATION OF COMPANY First Industrial Realty Trust, Inc. was organized in the state of Maryland on August 10, 1993. First Industrial Realty Trust, Inc. is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") began operations on July 1, 1994. The Company's operations are conducted primarily through First Industrial, L.P. (the "Operating Partnership") of which the Company is the sole general partner. The Company is the sole stockholder of First Industrial Finance Corporation, First Industrial Pennsylvania Corporation, First Industrial Harrisburg Corporation, First Industrial Securities Corporation, First Industrial Mortgage Corporation, First Industrial Indianapolis Corporation, FI Development Services Corporation and First Industrial Florida Finance Corporation, which are the sole general partners of First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial Development Services, L.P. and TK-SV, LTD., respectively. The Operating Partnership is the sole limited partner of the Financing Partnership, the Pennsylvania Partnership, the Harrisburg Partnership, the Securities Partnership, the Mortgage Partnership, the Indianapolis Partnership, First Industrial Development Services, L.P and TK-SV, LTD. The Operating Partnership is also the sole member of limited liability companies (the "L.L.C.'s), and the majority stockholder of First Industrial Enterprises of Michigan and FR Development Services, Inc. The Company, through wholly-owned limited liability companies of which the Operating Partnership is the sole member, also owns a 10% equity interest in, and provides asset and property management services to, a joint venture which invests in industrial properties. As of December 31, 1998, the Company owned 987 in-service properties located in 25 states, containing an aggregate of approximately 69.3 million square feet (unaudited) of gross leasable area ("GLA"). Of the 987 properties owned by the Company, 840 are held by the Operating Partnership, 23 are held by the Financing Partnership, 19 are held by the Securities Partnership, 23 are held by the Mortgage Partnership, 23 are held by the Pennsylvania Partnership, six are held by the Harrisburg Partnership, six are held by the Indianapolis Partnership, one is held by TK-SV, LTD., 45 are held by limited liability companies of which the Operating Partnership is the sole member, and one is held by First Industrial Development Services, L.P. 2. BASIS OF PRESENTATION First Industrial Realty Trust, Inc. is the sole general partner of the Operating Partnership, with an approximate 84.0% ownership interest at December 31, 1998. Minority interest at December 31, 1998, represents the approximately 16.0% aggregate partnership interest in the Operating Partnership held by the limited partners thereof. The consolidated financial statements of the Company at December 31, 1998 and 1997 and for each of the three years ended December 31, 1998 include the accounts and operating results of the Company and its subsidiaries. Such financial statements present the Company's 10% equity interest in the September 1998 Joint Venture (hereinafter defined) under the equity method of accounting. All significant intercompany transactions have been eliminated in consolidation. F-7
65 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In order to conform with generally accepted accounting principles, management, in preparation of the Company's financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 1998 and 1997, and the reported amounts of revenues and expenses for the years ended December 31, 1998, 1997 and 1996. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short maturity of these investments. Investment in Real Estate and Depreciation Purchase accounting has been applied when ownership interests in properties were acquired for cash. The historical cost basis of properties has been carried over when certain ownership interests were exchanged for Operating Partnership units on July 1, 1994 and purchase accounting has been used for all other properties that were subsequently acquired in exchange for Operating Partnership units. Real estate assets are carried at the lower of depreciated cost or fair value. The Company reviews its properties on a quarterly basis for impairment and provides a provision if impairments are determined. First, to determine if impairment may exist, the Company reviews its properties and identifies those which have had either an event of change or event of circumstances warranting further assessment of recoverability. Then, the Company estimates the fair value of those properties on an individual basis by capitalizing the expected net operating income. Such amounts are then compared to the property's depreciated cost to determine whether an impairment exists. For properties management considers held for sale, the Company ceases depreciating the properties and values the properties at the lower of depreciated cost or fair value. Interest expense, real estate taxes and other directly related expenses incurred during construction periods are capitalized and depreciated commencing with the date placed in service, on the same basis as the related assets. Depreciation expense is computed using the straight-line method based on the following useful lives: Years ----- Buildings and Improvements 31.5 to 40 Land Improvements 15 Furniture, Fixtures and Equipment 5 to 10 Construction expenditures for tenant improvements, leasehold improvements and leasing commissions are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss. Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $1,246 and $1,672 at December 31, 1998 and 1997, respectively. Unamortized deferred financing fees are written-off when debt is retired before the maturity date (see Note 12). F-8
66 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Investment in Joint Venture Investment in Joint Venture represents the Company's 10% equity interest in the September 1998 Joint Venture (hereinafter defined). The Company accounts for its Investment in Joint Venture under the equity method of accounting. Under the equity method of accounting, the Company's share of earnings or losses of the September 1998 Joint Venture is reflected in income as earned and contributions or distributions increase or decrease, respectively, the Company's Investment in Joint Venture as paid or received, respectively. Revenue Recognition Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by the Company. The Company provides an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Accounts receivable in the consolidated balance sheets are shown net of an allowance for doubtful accounts of $2,000 and $1,450 as of December 31, 1998 and December 31, 1997, respectively. Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company generally is not subject to federal income taxation at the corporate level to the extent it distributes annually at least 95% of its REIT taxable income, as defined in the Code, to its stockholders and satisfies certain other requirements. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. The Company and certain of its subsidiaries are subject to certain state and local income, excise and franchise taxes. The provision for such state and local taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance. For federal income tax purposes, the cash distributions paid to stockholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Distributions paid for the year ended December 31, 1998, totaling $82,320, are characterized 63.9% ($1.40 per share) as ordinary income, 34.6% ($.76 per share) as return of capital and 1.5% ($.03 per share) as long-term capital gain. Distributions paid for the year ended December 31, 1997, totaling $65,322, are characterized 62.30% ($1.274 per share) as ordinary income, 35.60% ($.728 per share) as return of capital and 2.10% ($.043 per share) as long-term capital gain. Distributions paid for the year ended December 31, 1996 totaling $50,418 are characterized 65.97% ($1.300 per share) as ordinary income and 34.03% ($.670 per share) as return of capital. Earnings Per Common Share The Company has adopted the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS 128"). Net income per weighted average share - basic is based on the weighted average common shares outstanding. Net income per weighted average share - diluted is based on the weighted average common shares outstanding plus the effect of in-the-money employee stock options. See Note 13 for the disclosure required under FAS 128. F-9
67 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Fair Value of Financial Instruments The Company's financial instruments include short-term investments, tenant accounts receivable, accounts payable, other accrued expenses, mortgage loans payable, acquisition facility payable, senior unsecured debt, certain put and call options issued in conjunction with two initial offerings of unsecured debt and interest rate protection agreements. The fair value of the short-term investments, tenant accounts receivable, accounts payable and other accrued expenses was not materially different from their carrying or contract values. See Note 6 for the fair values of the mortgage loans payable, acquisition facility payable, senior unsecured debt, certain put and call options issued in conjunction with initial offerings of unsecured debt and interest rate protection agreements. Derivative Financial Instruments The Company's interest rate protection agreements (the "Agreements") were used to limit the interest rate on the Company's $300,000 mortgage loan and fix the interest rate on anticipated offerings of senior unsecured debt (see Note 9). Receipts or payments resulting from the Agreements that were used to limit the interest rate on the Company's $300,000 mortgage loan were recognized as adjustments to interest expense. Upon termination of these Agreements, the Company recognized a gain (loss) from the disposition of the Agreements equal to the amount of cash received or paid at termination less the carrying value of the Agreements on the Company's balance sheet. Receipts or payments that resulted from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured debt are being amortized over the life of the senior unsecured debt that the Agreements were used to hedge as an adjustment to interest expense using the effective interest method (or the straight line method if this method is not materially different from the effective interest method). Any Agreements which no longer qualify for hedge accounting are marked to market and any gain or loss is recognized immediately. The credit risks associated with the Agreements were controlled through the evaluation and monitoring of the creditworthiness of the counterparty. In the event that the counterparty failed to meet the terms of the Agreements, the Company's exposure was limited to the current value of the interest rate differential, not the notional amount, and the Company's carrying value of the Agreements on the balance sheet. The Agreements were executed with creditworthy financial institutions. Recent Accounting Pronouncements In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement, effective for fiscal years beginning after December 15, 1997, requires the Company to report components of comprehensive income in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined by Concepts Statement No. 6, "Elements of Financial Statements" as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company's net income available to common stockholders approximates its comprehensive income as defined in Concepts Statement No. 6, "Elements of Financial Statements". In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS 131"). This statement, effective for financial statements for fiscal years beginning after December 15, 1997, requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. The sole business of the Company is the owning and the operation of industrial properties. The Company evaluates operating results and allocates resources on a property-by-property basis. Accordingly, F-10
68 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED the Company has concluded it has a single reportable segment for FAS 131 purposes. Further, all operations are within the United States and no tenant comprises more than 10% of consolidated revenues. Therefore, no additional disclosure due to the adoption of FAS 131 is currently required. In March 1998, the FASB's Emerging Issues Task Force (the "Task Force") issued Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11, effective March 19, 1998, requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property be expensed as incurred. The Task Force concluded that a property is considered operating if, at the date of acquisition, major construction activity is substantially completed on the property and (a) it is held available for occupancy upon completion of tenant improvements by the acquirer or (b) it is already income producing. The Company adopted EITF 97-11 as of March 19, 1998. Prior to March 19, 1998, the Company capitalized internal costs of preacquisition activities incurred in connection with the acquisition of operating properties. The adoption of EITF 97-11 resulted in a cumulative increase of approximately $2,700 in the amount of general and administrative expense reflected in the Company's consolidated statement of operations in 1998. In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. In the second quarter of 1998, the Company reported a cumulative effect of a change in accounting principle in the amount of approximately $1,976 to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement, effective for fiscal years beginning after June 15, 1999, establishes accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments imbedded in other contracts, be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement also requires that the changes in the derivative's fair value be recognized in earnings unless specific hedge accounting criteria are met. The Company is currently assessing the impact of this new statement on its consolidated financial position, liquidity, and results of operations. 4. INVESTMENT IN JOINT VENTURE On September 28, 1998, the Company, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "September 1998 Joint Venture") with an institutional investor to invest in industrial properties. The Company, through wholly-owned limited liability companies of the Operating Partnership, owns a 10% equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. On or after October 2000, under certain circumstances, the Company has the option of purchasing all of the properties owned by the September 1998 Joint Venture at a price determined by the provisions in the co-ownership agreement between the Company and the September 1998 Joint Venture's other partner. The Company received approximately $2,348 (net of the intercompany elimination) in acquisition, asset management and property management fees in 1998 from the September 1998 Joint Venture. The Company accounts for the September 1998 Joint Venture under the equity method of accounting. As of December 31, 1998, the September 1998 Joint Venture owned 130 industrial properties comprising approximately 6.3 million square feet (unaudited) of GLA. F-11
69 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 5. REAL ESTATE HELD FOR SALE The Company has an active sales program through which it is continually engaged in identifying and evaluating its current portfolio for potential sales candidates in order to redeploy capital. At December 31, 1998, the Company had three industrial properties located in New Jersey comprising approximately 148,874 square feet (unaudited) of GLA held for sale, one industrial property located in Michigan comprising approximately 32,470 square feet (unaudited) of GLA held for sale and one industrial property located in Colorado comprising approximately 26,922 square feet (unaudited) of GLA held for sale. There can be no assurance that such properties held for sale will be sold. The following table discloses certain information regarding the five industrial properties held for sale by the Company. YEAR ENDED ------------------------------ 1998 1997 1996 ------- ------- -------- Total Revenues 1,481 1,013 183 Operating Expenses (334) (170) (4) Depreciation and Amortization (309) (250) (87) ======= ======= ======= Income from Operations $ 838 $ 593 $ 92 ======= ======= ======= Net Carrying Value $ 9,720 ======= 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS Mortgage Loans On June 30, 1994, the Company, through the Financing Partnership, entered into a $300,000 mortgage loan (the "1994 Mortgage Loan"). On April 4, 1997, the Company purchased U.S. Government securities as substitute collateral to execute a legal defeasance of the $300,000 mortgage loan (the "1994 Defeased Mortgage Loan") (See Note 12). Upon the execution of the legal defeasance, 180 of the 195 properties collateralizing the 1994 Defeased Mortgage Loan were released leaving 15 properties and the U.S. Government securities as collateral. On January 2, 1998, the Company used the gross proceeds from the maturity of the U.S. Government securities to pay off and retire the 1994 Defeased Mortgage Loan. Due to the retirement of the 1994 Defeased Mortgage Loan, the remaining 15 properties were released on January 2, 1998. The 1994 Defeased Mortgage Loan provided for interest only payments at a floating interest rate of LIBOR plus 1.40% which such interest rate had been limited to 7.2% from June 30, 1994 through June 30, 1995 through the use of the 1994 Interest Rate Protection Agreement (hereinafter defined). From July 1, 1995 through May 15, 1997, the 1994 Defeased Mortgage Loan's interest rate had been effectively fixed at the rate of 6.97% through the use of the 1995 Interest Rate Protection Agreements (hereinafter defined). From May 16, 1997 through December 31, 1997, the 1994 Defeased Mortgage Loan's interest rate had been limited to 7.2% through the use of the 1997 Interest Rate Protection Agreement (hereinafter defined). Under the terms of the 1994 Defeased Mortgage Loan, certain cash reserves were required to be and had been set aside for payment of tenant improvements, capital expenditures, interest, real estate taxes, insurance and potential environmental costs as well as certain other cash reserves to pay off and retire the 1994 Defeased Mortgage Loan. The amount of cash reserves for payment of potential environmental costs was determined by the lender and was established at the closing of the 1994 Defeased Mortgage Loan. The amounts included in the cash reserves relating to payments of tenant improvements, capital expenditures, interest, real estate taxes and insurance were determined by the lender and approximated the next periodic payment of such items. At December 31, 1997, these reserves totaled $310,943 and were included in Restricted Cash. Such cash reserves were invested in a money market fund at December 31, 1997. The maturity of these investments is one day; accordingly, cost approximates fair F-12
70 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED value. On January 2, 1998, $300,000 of these cash reserves were used to pay down and retire the 1994 Defeased Mortgage Loan, $6,000 of these cash reserves were used to pay a prepayment fee on the 1994 Defeased Mortgage Loan and the remaining cash reserves were returned to the Company. On December 29, 1995, the Company, through the Mortgage Partnership, entered into a $40,200 mortgage loan (the"1995 Mortgage Loan"). In the first quarter of 1996, the Company made a one time paydown of $200 on the 1995 Mortgage Loan which decreased the outstanding balance to $40,000. The 1995 Mortgage Loan matures on January 11, 2026 and provides for interest only payments through January 11, 1998, after which monthly principal and interest payments are required based on a 28-year amortization schedule. The interest rate under the 1995 Mortgage Loan is fixed at 7.22% per annum through January 11, 2003. After January 11, 2003, the interest rate adjusts through a predetermined formula based on the applicable Treasury rate. The 1995 Mortgage Loan is collateralized by 23 properties held by the Mortgage Partnership. The 1995 Mortgage Loan may be prepaid after January 2003. Under the terms of the 1995 Mortgage Loan, certain cash reserves are required to be and have been set aside for refunds of security deposits and payments of capital expenditures, interest, real estate taxes and insurance. The amount of cash reserves segregated for security deposits is adjusted as tenants turn over. The amounts included in the cash reserves relating to payments of capital expenditures, interest, real estate taxes and insurance were determined by the lender and approximate the next periodic payment of such items. At December 31, 1998 and 1997, these reserves totaled $3,286 and $2,117, respectively, and are included in Restricted Cash. Such cash reserves were invested in a money market fund at December 31, 1998. The maturity of these investments is one day; accordingly, cost approximates fair value. On December 14, 1995, the Company, through First Industrial Harrisburg, L.P., entered into a $6,650 mortgage loan (the "Harrisburg Mortgage Loan") that was collateralized by first mortgage liens on three properties in Harrisburg, Pennsylvania. The Harrisburg Mortgage Loan bore interest at a rate based on LIBOR plus 1.5% or prime plus 2.25%, at the Company's option, and provided for interest only payments through May 31, 1996, with monthly principal and interest payments required subsequently based on a 26.5-year amortization schedule. On December 15, 1997, the Company paid off and retired the Harrisburg Mortgage Loan (see Note 12). On March 20, 1996, the Company, through the Operating Partnership, and the Indianapolis Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan") that is collateralized by seven properties in Indianapolis, Indiana and three properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed interest rate of 7.50% and provides for monthly principal and interest payments based on a 25-year amortization schedule. The CIGNA Loan matures on April 1, 2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On March 20, 1996, the Company, through the Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan (together, the "Assumed Loans") that are collateralized by 13 properties in Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively. The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly principal and interest payments based on a 16.75-year amortization schedule. The Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only after December 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. F-13
71 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED In conjunction with an acquisition of a portfolio of properties on January 31, 1997, the Company, through the Operating Partnership, assumed two mortgage loans in the amount of $3,800 (the "LB Mortgage Loan I") and $705 (the "LB Mortgage Loan II"). The LB Mortgage Loan I, which was collateralized by a property located in Long Island, New York and provided for interest only payments prior to its maturity date of July 11, 1998, was paid off and retired by the Company on December 19, 1997 (see Note 12). The LB Mortgage Loan II, which is collateralized by a property located in Long Island, New York, is interest free until February, 1998, at which time the LB Mortgage Loan II bears interest at 8.00% and provides for interest only payments prior to maturity. The LB Mortgage Loan II matures 180 days after the completion of a contingent event relating to the environmental status of the property collateralizing the loan. In conjunction with the acquisition of a portfolio of properties on October 23, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the "Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I is collateralized by a property in Bensenville, Illinois, bears interest at a fixed rate of 8.50% and provides for monthly principal and interest payments based on a 15-year amortization schedule. The Acquisition Mortgage Loan I matures on August 1, 2008. The Acquisition Mortgage Loan I may be prepaid after July 1998 in exchange for a prepayment fee. In conjunction with the acquisition of a portfolio of properties on December 9, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the "Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II is collateralized by ten properties in St. Charles, Louisiana, bears interest at a fixed rate of 7.75% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan II matures on April 1, 2006. The Acquisition Mortgage Loan II may be prepaid only after April 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. In conjunction with the acquisition of a portfolio of properties on December 23, 1997, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the "Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III is collateralized by two properties in Houston, Texas, bears interest at a fixed interest rate of 8.875% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan III matures on June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only after June 1998 in exchange for the greater of a 2% prepayment fee or a yield maintenance premium. On April 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $2,525 (the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after October 2001 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On July 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $2,566 (the "Acquisition Mortgage Loan V"). The Acquisition Mortgage Loan V is collateralized by one property in Tampa, Florida, bears interest at a fixed rate of 9.01% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan V matures on September 1, 2006. The Acquisition Mortgage Loan V may be prepaid only after August 2002 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. F-14
72 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $965 (the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI is collateralized by one property in Portland, Oregon, bears interest at a fixed rate of 8.875% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after September 2001 in exchange for a 3% prepayment fee. On August 31, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1,367 (the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII is collateralized by one property in Milwaukie, Oregon, bears interest at a fixed rate of 9.75% and provides for monthly principal and interest payments based on a 25-year amortization schedule. The Acquisition Mortgage Loan VII matures on March 15, 2002. The Acquisition Mortgage Loan VII may be prepaid only after December 2001. On November 5, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1,348 (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is collateralized by three properties in Richland Hills, Texas, bears interest at a fixed rate of 8.45% and provides for monthly principal and interest payments based on a 143-month amortization schedule. The Acquisition Mortgage Loan VIII matures on July 1, 2009. Senior Unsecured Debt On April 4, 1997, the Company, through the Operating Partnership, entered into a $309,800 unsecured loan (the "Defeasance Loan"). The Defeasance Loan bore interest at LIBOR plus 1% and had a scheduled maturity of July 1, 1999. The gross proceeds from the Defeasance Loan were used to purchase U.S. Government Securities as substitute collateral to execute a legal defeasance of the 1994 Defeased Mortgage Loan. The Defeasance Loan was paid off and retired in May, 1997 (see Note 12). On May 13, 1997, the Company, through the Operating Partnership, issued $150,000 of senior unsecured debt which matures on May 15, 2007 and bears a coupon interest rate of 7.60% (the "2007 Notes"). The issue price of the 2007 Notes was 99.965%. Interest is paid semi-annually in arrears on May 15 and November 15. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2007 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2007 Notes as an adjustment to the interest expense. The 2007 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 13, 1997, the Company, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes are redeemable, at the option of the holders thereof, on May 15, 2002. Interest is paid semi-annually in arrears on May 15 and November 15. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2027 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2027 Notes as an adjustment to interest expense. The 2027 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. F-15
73 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED On May 22, 1997, the Company, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes"). The issue price of the 2011 Notes was 99.348%. Interest is paid semi-annually in arrears on May 15 and November 15. The 2011 Notes are redeemable, at the option of the holder thereof, on May 15, 2004 (the "Put Option"). The Company received approximately $1,781 of proceeds from the holder of the 2011 Notes as consideration for the Put Option. The Company amortizes the Put Option amount over the life of the Put Option as an adjustment to interest expense. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On November 20, 1997, the Company, through the Operating Partnership, issued $50,000 of senior unsecured debt which matures on November 21, 2005 and bears a coupon interest rate of 6.90% (the "2005 Notes"). The issue price of the 2005 Notes was 100%. Interest is paid semi-annually in arrears on May 21 and November 21. The 2005 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On November 24, 1997, the Company, through the Operating Partnership, entered into a $25,000 unsecured loan (the "November 1997 Unsecured Loan"). The November 1997 Unsecured Loan bore interest at LIBOR plus .80% and had a scheduled maturity date of December 31, 1997. The November 1997 Unsecured Loan was paid off and retired on December 5, 1997 (see Note 12). On December 8, 1997, the Company, through the Operating Partnership, issued $150,000 of senior unsecured debt which matures on December 1, 2006 and bears a coupon interest rate of 7.00% (the "2006 Notes"). The issue price of the 2006 Notes was 100%. Interest is paid semi-annually in arrears on June 1 and December 1. The Company also entered into an interest rate protection agreement which was used to fix the interest rate on the 2006 Notes prior to issuance. The settlement amount of the interest rate protection agreement is being amortized over the life of the 2006 Notes as an adjustment to interest expense. The 2006 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On December 8, 1997, the Company, through the Operating Partnership, issued $100,000 of unsecured debt which matures on December 1, 2017 and bears a coupon interest rate of 7.50% (the "2017 Notes"). The issue price of the 2017 Notes was 99.808%. Interest is paid semi-annually in arrears on June 1 and December 1. The Operating Partnership is amortizing the debt issue discount over the life of the 2017 Notes as an adjustment to interest expense. The 2017 Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price equal to the sum of the principal amount of the 2017 Notes being redeemed plus accrued interest thereon to the redemption date and any make-whole amount, as defined in the Prospectus Supplement relating to the 2017 Notes. On March 31, 1998, the Company, through the Operating Partnership, issued $100,000 of Dealer remarketable securities which mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable (the "Call Option"), at the option of J.P. Morgan Securities, Inc., as Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the "Remarketing Date"). The Company received approximately $2,760 of proceeds from the Remarketing Dealer as consideration for the Call Option. The Company is amortizing these proceeds over the life of the Call Option as an adjustment to interest expense. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based upon a predetermined formula as disclosed in the related Prospectus Supplement. If the Remarketing Dealer elects not to remarket the 2011 Drs., then the Operating F-16
74 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED Partnership will be required to repurchase, on the Remarketing Date, any 2011 Drs. that have not been purchased by the Remarketing Dealer at 100% of the principal amount thereof, plus accrued and unpaid interest, if any. The Company also settled an interest rate protection agreement, in the notional amount of $100,000, which was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Drs. as an adjustment to interest expense. The 2011 Drs. contain certain covenants including limitations on incurrence of debt and debt service coverage. On July 14, 1998, the Company, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15 and July 15. The Company also settled interest rate protection agreements, in the notional amount of $150,000, which were used to fix the interest rate on the 2028 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to the interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. Approximately $50,000 of the 2028 Notes was purchased, through a broker/dealer, by an entity in which a Director of the Company owns greater than a ten percent interest. Acquisition Facilities In connection with the Initial Offering, the Company, through the Operating Partnership, entered into a $100,000 collateralized revolving credit facility (the "1994 Acquisition Facility"). During the quarter ended June 30, 1995, the capacity of the 1994 Acquisition Facility was increased to $150,000. Borrowings under the 1994 Acquisition Facility bore interest at a floating rate equal to LIBOR plus 2.00% or a "Corporate Base Rate" plus .50%, at the Company's election. Effective July 12, 1996, the lenders reduced the interest rate to LIBOR plus 1.75%. In December 1996, the Company terminated the 1994 Acquisition Facility (see Note 12) and entered into a $200,000 unsecured revolving credit facility (the "1996 Unsecured Acquisition Facility") which initially bore interest at LIBOR plus 1.10% or a "Corporate Base Rate" plus .25% and provided for interest only payments until the maturity date. In December 1997, the Company terminated the 1996 Unsecured Acquisition Facility (see Note 12) and entered into a $300,000 unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility") which initially bears interest at LIBOR plus .80% or a "Corporate Base Rate" at the Company's election, and provides for interest only payments until maturity. The Company may borrow under the facility to finance the acquisition of additional properties and for other corporate purposes, including to obtain additional working capital. The 1997 Unsecured Acquisition Facility contains certain financial covenants relating to debt service coverage, market value net worth, dividend payout ratio and total funded indebtedness. In December 1995, the Company, through the Operating Partnership, entered into a $24,219 collateralized revolving credit facility (the "1995 Credit Line"). The 1995 Credit Line bore interest at a floating rate of LIBOR plus 2.45%. The Company terminated the 1995 Credit Line in February 1996 (See Note 12). In May 1996, the Company, through the Operating Partnership, entered into a $10,000 collateralized revolving credit facility (the "1996 Credit Line"). The 1996 Credit Line bore interest at a floating rate from LIBOR plus 2.45% to LIBOR plus 2.75%, depending on the term of the interest rate option. The Company terminated the 1995 Credit Line in November 1996 (See Note 12). F-17
75 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED In September 1996, the Company, through the Operating Partnership, entered into a $40,000 revolving credit facility ("1996 Acquisition Facility"). Borrowings under the 1996 Acquisition Facility bore interest at a floating rate equal to LIBOR plus 2.00% or a "Corporate Base Rate" plus .50%, at the Company's election. The Company terminated the 1996 Acquisition Facility in November 1996 (see Note 12). The following table discloses certain information regarding the Company's mortgage loans, senior unsecured debt and acquisition facility payable: OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ---------------------------- --------------------------- ---------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY 1998 1997 1998 1997 1998 DATE ------------ ------------- ------------ ----------- ---------------- -------- MORTGAGE LOANS PAYABLE, NET - --------------------------- 1995 Mortgage Loan.............. $ 39,567 $ 40,000 $ 167 $ 168 7.220% 1/11/26 CIGNA Loan...................... 35,220 35,813 --- --- 7.500% 4/01/03 Assumed Loans................... 8,661 8,950 --- --- 9.250% 1/01/13 LB Mortgage Loan II............. 705 705 --- --- 8.000% (1) Acquisition Mortgage Loan I..... 3,864 4,135 --- 29 8.500% 8/01/08 Acquisition Mortgage Loan II.... 7,828 7,997 51 52 7.750% 4/01/06 Acquisition Mortgage Loan III... 3,485 3,598 26 27 8.875% 6/01/03 Acquisition Mortgage Loan IV.... 2,488 --- 19 --- 8.950% 10/01/06 Acquisition Mortgage Loan V..... 2,855 (2) --- 19 --- 9.010% 9/01/06 Acquisition Mortgage Loan VI.... 1,024 (2) --- 7 --- 8.875% 11/01/06 Acquisition Mortgage Loan VII... 1,450 (2) --- 11 --- 9.750% 3/15/02 Acquisition Mortgage Loan VIII.. 1,340 --- 9 --- 8.450% 7/01/09 ------------ ------------- ------------ ----------- Total........................... $108,487 $ 101,198 $ 309 $ 276 ============ ============= ============ =========== DEFEASED MORTGAGE LOAN - ---------------------- 1994 Mortgage Loan.............. $ --- $ 300,000 $ --- $ 1,831 (3) (3) ============ ============= ============ =========== SENIOR UNSECURED DEBT, NET - -------------------------- 2005 Notes...................... $ 50,000 $ 50,000 $ 383 $ 393 6.900% 11/21/05 2006 Notes...................... 150,000 150,000 875 671 7.000% 12/01/06 2007 Notes...................... 149,956 (4) 149,951 1,457 1,457 7.600% 5/15/07 2011 Notes...................... 99,424 (4) 99,377 942 942 7.375% 5/15/11 (5) 2017 Notes...................... 99,818 (4) 99,809 625 479 7.500% 12/01/17 2027 Notes ..................... 99,862 (4) 99,857 914 914 7.150% 5/15/27 (6) 2028 Notes...................... 199,768 (4) --- 7,051 --- 7.600% 7/15/28 2011 Drs........................ 99,767 (4) --- 1,553 --- 6.500% (8) 4/05/11 (7) ------------ ------------- ------------ ----------- Total........................... $948,595 $ 648,994 $ 13,800 $ 4,856 ============ ============= ============ =========== ACQUISITION FACILITY PAYABLE - ---------------------------- 1997 Unsecured Acquisition Facility....................... $134,800 $ 129,400 $ 690 $ 297 6.493% 4/30/01 ============ ============= ============ =========== (1) The maturity date of the LB Mortgage Loan II is based on a contingent event relating to the environmental status of the property collateralizing the loan. (2) The Acquisition Mortgage Loan V, the Acquisition Mortgage Loan VI and the Acquisition Mortgage Loan VII are net of unamortized premiums of $307, $68 and $100, respectively. (3) The 1994 Defeased Mortgage Loan was paid off and retired on January 2, 1998. (4) The 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are net of unamortized discounts of $44, $576, $182, $138, $232 and $233, respectively. (5) The 2011 Notes are redeemable at the option of the holder thereof, on May 15, 2004. (6) The 2027 Notes are redeemable at the option of the holders thereof, on May 15, 2002. (7) The 2011 Drs. are required to be redeemed by the Operating Partnership on April 5, 2001 if the Remarketing Dealer elects not to remarket the 2011 Drs. (8) The 2011 Drs. bear interest at an annual rate of 6.50% to the Remarketing Date. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based on a predetermined formula as disclosed in the related Prospectus Supplement. F-18
76 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED Fair Value At December 31, 1998 and 1997, the fair value of the Company's mortgage loans payable, senior unsecured debt, acquisition facility payable and interest rate protection agreements were as follows: December 31, 1998 December 31, 1997 ----------------------- ------------------------ Carrying Fair Carrying Fair Amount Value Amount Value ---------- ---------- ---------- ----------- Mortgage Loans Payable ................. $ 108,487 $ 111,305 $ 101,198 $ 105,838 Defeased Mortgage Loan Payable ......... -- -- 300,000 300,000 Senior Unsecured Debt .................. 948,595 925,320 648,994 666,954 Acquisition Facility Payable ........... 134,800 134,800 129,400 129,400 Put Option and Call Option ............. 3,438 13,200 1,621 3,720 Interest Rate Protection Agreements .... -- -- -- 4,974 ---------- --------- ---------- ---------- Total .................................. $1,195.320 1,184,625 $1,181,213 $1,210,886 ========== ========= ========== ========== 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 ----------- 1999 $ 2,266 2000 2,455 2001 137,460 2002 4,104 2003 37,309 Thereafter 1,008,513 ----------- Total $1,192,107 =========== The maturity date of the LB Mortgage Loan II is based on a contingent event. As a result, the LB Mortgage Loan II is not included in the preceding table. Interest Rate Protection Agreements In conjunction with obtaining the 1994 Mortgage Loan, the Company, through the Financing Partnership, purchased an interest rate protection agreement (the "1994 Interest Rate Protection Agreement") which effectively limited the interest rate during the initial five-year term of the 1994 Mortgage Loan to 7.20% per annum. Prior to the subsequent replacement of the 1994 Interest Rate Protection Agreement, its cost of $18,450 had been capitalized and was being amortized over the five-year term of the agreement. Effective July 1, 1995, the Company replaced the 1994 Interest Rate Protection Agreement with new interest rate protection agreements and entered into interest rate swap agreements (together, the "1995 Interest Rate Protection Agreements") with a notional value of $300,000, which together effectively fixed the annual interest rate on the 1994 Mortgage Loan at 6.97% for six years through June 30, 2001. As a result of the replacement of the interest rate protection agreement, the Company incurred a loss of $6,400. The costs of the 1995 Interest Rate Protection Agreements had been capitalized and were being amortized over the respective terms of the 1995 Interest Rate Protection Agreements. On May 16, 1997, the Company sold F-19
77 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET, ACQUISITION FACILITIES PAYABLE AND INTEREST RATE PROTECTION AGREEMENTS, CONTINUED the 1995 Interest Rate Protection Agreements and entered into a new interest rate protection agreement (the "1997 Interest Rate Protection Agreement") at a cost of $150 with a notional value of $300,000 which expired at the end of 1997. The 1997 Interest Rate Protection Agreement effectively limited the interest rate on the 1994 Defeased Mortgage Loan to 7.20% until December 31, 1997. The cost of the 1997 Interest Rate Protection Agreement had been capitalized and was being amortized on a straight-line basis over the remaining life of the 1997 Interest Rate Protection Agreement. As of December 31, 1997 the interest rate protection agreements were fully amortized and written off. 7. STOCKHOLDERS' EQUITY Preferred Stock In 1995, the Company issued 1,650,000 shares of 9.5%, $.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an initial offering price of $25 per share. Dividends on the Series A Preferred Stock are cumulative from the date of initial issuance and are payable quarterly in arrears. The payment of dividends and amounts upon liquidation, dissolution or winding up ranks senior to the payments on the Company's $.01 par value common stock ("Common Stock"). The Series A Preferred Stock is not redeemable prior to November 17, 2000. On or after November 17, 2000, the Series A Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at $25.00 per share, or $41,250 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series A Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. The payment of dividends on, and payments on liquidation or redemption of, the Series A Preferred Stock is guaranteed by the Securities Partnership (the "Guarantor") pursuant to a Guarantee and Payment Agreement (the "Guarantee Agreement"). The Series A Preferred Stock is the only class of securities of the Company which has the benefit of such guarantee. To the extent the Company fails to make any payment of dividend or pay any portion of the liquidation preference on or the redemption price of any shares of Series A Preferred Stock, the Guarantor will be obligated to pay an amount to each holder of Series A Preferred Stock equal to any such shortfall. On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series B Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series B Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series C Preferred Stock (hereinafter defined), Series D Preferred Stock (hereinafter defined) and Series E Preferred Stock (hereinafter defined). The Series B Preferred Stock is not redeemable prior to May 14, 2002. On or after May 14, 2002, the Series B Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $100,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series B Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series C Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. With F-20
78 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 7. STOCKHOLDERS' EQUITY, CONTINUED respect to the payment of dividends and amounts upon liquidation, dissolution or winding-up, the Series C Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock (hereinafter defined) and Series E Preferred Stock (hereinafter defined). The Series C Preferred Stock is not redeemable prior to June 6, 2007. On or after June 6, 2007, the Series C Preferred Stock are redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series C Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series D Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the dividends and amounts upon liquidation, dissolution or winding up, the Series D Preferred Stock ranks senior to payments on the Company's $.01 par value common stock ("Common Stock") and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock (hereinafter defined); however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series D Preferred Stock is not redeemable prior to February 4, 2003. On and after February 4, 2003, the Series D Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $125,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series D Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series E Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series E Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series E Preferred Stock is not redeemable prior to March 18, 2003. On and after March 18, 2003, the Series E Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $75,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series E Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. The following table summarizes certain information regarding the Company's preferred stock: Stated Value at ------------------------------ Initial Optional December 31, December 31, Dividend Redemption 1998 1997 Rate Date ------------- ------------- --------- --------- Series A Preferred Stock $ 41,250 $ 41,250 9.50% 11/17/00 Series B Preferred Stock 100,000 100,000 8.750% 5/14/02 Series C Preferred Stock 50,000 50,000 8.625% 6/06/07 Series D Preferred Stock 125,000 -- 7.950% 2/04/03 Series E Preferred Stock 75,000 -- 7.900% 3/18/03 --------- --------- Total $ 391,250 $ 191,250 ========= ========= F-21
79 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 7. STOCKHOLDERS' EQUITY, CONTINUED Common Stock On February 2, 1996, the Company issued 5,175,000 shares of $.01 par value common stock (the "February 1996 Equity Offering") inclusive of the underwriters' over-allotment option. The price per share in the February 1996 Equity Offering was $22, resulting in gross offering proceeds of $113,850. Proceeds to the Company, net of underwriters' discount and total offering expenses, were approximately $106,343. On October 25, 1996, the Company issued 5,750,000 shares of $.01 par value common stock (the "October 1996 Equity Offering") inclusive of the underwriters' over-allotment option. The price per share in the October 1996 Equity Offering was $25.50, resulting in gross offering proceeds of $146,625. Proceeds to the Company, net of underwriters' discount and total offering expenses, were approximately $137,697. On September 16, 1997, the Company issued 637,440 shares of $.01 par value common stock (the "September 1997 Equity Offering"). The price per share in the September 1997 Equity Offering was $31.38, resulting in gross offering proceeds of $20,000. Proceeds to the Company, net of underwriters' discount and total offering expenses, were approximately $18,900. On October 15, 1997, the Company issued 5,400,000 shares of $.01 par value common stock (the "October 1997 Equity Offering"). The price per share was $33.40 resulting in gross offering proceeds of $180,360. Proceeds to the Company, net of underwriters' discount and the total offering expenses, were approximately $176,556. On April 23, 1998, the Company issued, in a private placement, 1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity Offering"). The price per share in the April 1998 Equity Offering was $33.141, resulting in gross offering proceeds of $36,300. Proceeds to the Company, net of purchaser's discount and total offering expenses, were approximately $33,141. Shareholders' Rights Plan On September 4, 1997, the Board of Directors of the Company declared a dividend distribution of one Preferred Share Purchase Right ("Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend distribution was made on October 20, 1997 to stockholders of record as of the close of business on October 19, 1997. In addition, a Right will attach to each share of Common Stock issued in the future. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Junior Participating Preferred Stock (the "Junior Preferred Stock"), at a price of $125 per one one-hundredth of a share (the "Purchase Price"), subject to adjustment. The Rights become exercisable only if a person or group of affiliated or associated persons (an "Acquiring Person") acquires, or obtains the right to acquire, beneficial ownership of Common Stock or other voting securities ("Voting Stock") that have 15% or more of the voting power of the outstanding shares of Voting Stock, or if an Acquiring Person commences or makes an announcement of an intention to commence a tender offer or exchange offer to acquire beneficial ownership of Voting Stock that have 15% or more of the voting power of the outstanding shares of Voting Stock. The Rights will expire on October 19, 2007, unless redeemed earlier by the Company at $.001 per Right, or exchanged by the Company at an exchange ratio of one share of Common Stock per Right. In the event that a person becomes an Acquiring Person, each holder of a Right, other than the Acquiring Person, is entitled to receive, upon exercise, (1) Common Stock having a value equal to two times the Purchase Price of the Right or (2) common stock of the acquiring company having a value equal to two times the Purchase Price of the Right. F-22
80 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 7. STOCKHOLDERS' EQUITY, CONTINUED The Junior Preferred Stock ranks junior to all other series of the Company's preferred stock with respect to payment of dividends and as to distributions of assets in liquidation. Each share of Junior Preferred Stock has a quarterly dividend rate per share equal to the greater of $1.00 or 100 times the per share amount of any dividend (other than a dividend payable in shares of Common Stock or a subdivision of the Common Stock) declared on the Common Stock, subject to certain adjustments. In the event of liquidation, the holder of the Junior Preferred Stock is entitled to receive a preferred liquidation payment per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount equal to 100 times the payment to be made per share of Common Stock, subject to certain adjustments. Dividends/Distributions The following table summarizes dividends/distributions for the past two years: Common Stock/Operating Partnership Units - ---------------------------------------- Dividend/ Distribution Total per Share/ Dividend Record Date Payable Date Unit Distribution -------------------- ----------------------- ---------------- --------------- First Quarter 1997 March 31, 1997 April 21, 1997 $ .50500 $ 16,904 Second Quarter 1997 June 30, 1997 July 21, 1997 $ .50500 $ 17,222 Third Quarter 1997 September 30, 1997 October 20, 1997 $ .50500 $ 17,700 Fourth Quarter 1997 December 31, 1997 January 20, 1998 $ .53000 $ 22,010 First Quarter 1998 March 31, 1998 April 20, 1998 $ .53000 $ 22,497 Second Quarter 1998 June 30, 1998 July 20, 1998 $ .53000 $ 23,555 Third Quarter 1998 September 30, 1998 October 19, 1998 $ .53000 $ 23,735 Fourth Quarter 1998 December 31, 1998 January 18, 1999 $ .60000 $ 27,081 Series A Preferred Stock - ------------------------- Dividend per Total Record Date Payable Date Share Dividend -------------------- ----------------------- ---------------- ------------ First Quarter 1997 March 14, 1997 March 31, 1997 $ .59375 $ 980 Second Quarter 1997 June 13, 1997 June 30, 1997 $ .59375 $ 980 Third Quarter 1997 September 15, 1997 September 30, 1997 $ .59375 $ 980 Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ .59375 $ 980 First Quarter 1998 March 13, 1998 March 31, 1998 $ .59375 $ 980 Second Quarter 1998 June 15, 1998 June 30, 1998 $ .59375 $ 980 Third Quarter 1998 September 15, 1998 September 30, 1998 $ .59375 $ 980 Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ .59375 $ 980 F-23
81 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 7. STOCKHOLDERS' EQUITY, CONTINUED Series B Preferred Stock - ------------------------ Dividend Total Record Date Payable Date per Share Dividend -------------------- -------------------- ------------ ---------- Second Quarter 1997 June 13, 1997 June 30, 1997 $ 27.95000 $ 1,119 Third Quarter 1997 September 15, 1997 September 30, 1997 $ 54.68750 $ 2,188 Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ 54.68750 $ 2,188 First Quarter 1998 March 13, 1998 March 31, 1998 $ 54.68750 $ 2,188 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 54.68750 $ 2,188 Third Quarter 1998 September 15, 1998 September 30, 1998 $ 54.68750 $ 2,188 Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 54.68750 $ 2,188 Series C Preferred Stock - ------------------------ Dividend Total Record Date Payable Date per Share Dividend -------------------- ----------------------- ------------- ---------- Third Quarter 1997 September 15, 1997 September 30, 1997 $ 68.12300(1) $ 1,363 Fourth Quarter 1997 December 15, 1997 December 31, 1997 $ 53.90600 $ 1,078 First Quarter 1998 March 13, 1998 March 31, 1998 $ 53.90600 $ 1,078 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 53.90600 $ 1,078 Third Quarter 1998 September 15, 1998 September 30, 1998 $ 53.90600 $ 1,078 Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 53.90600 $ 1,078 (1) $14.217 of this dividend relates to the second quarter of 1997. Series D Preferred Stock - ------------------------ Dividend Total Record Date Payable Date per Share Dividend -------------------- ----------------------- ------------- ---------- First Quarter 1998 March 13, 1998 March 31, 1998 $ 30.36500 $ 1,518 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.68700 $ 2,484 Third Quarter 1998 September 15, 1998 September 30, 1998 $ 49.68700 $ 2,484 Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 49.68700 $ 2,484 Series E Preferred Stock - ------------------------ Dividend Total Record Date Payable Date per Share Dividend -------------------- ----------------------- ------------- ---------- First Quarter 1998 June 15, 1998 June 30, 1998 $ 7.13194 $ 214 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.37500 $ 1,480 Third Quarter 1998 September 15, 1998 September 31, 1998 $ 49.37500 $ 1,480 Fourth Quarter 1998 December 15, 1998 December 31, 1998 $ 49.37500 $ 1,480 F-24
82 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 8. ACQUISITION AND DEVELOPMENT OF REAL ESTATE In 1998, the Company acquired 247 industrial properties comprising approximately 12.3 million square feet (unaudited) of GLA for a total purchase price of approximately $491,504 and completed the development of 12 properties and two expansions comprising approximately 2.6 million square feet (unaudited) of GLA at a cost of approximately $85,870. In 1997, the Company acquired 389 industrial properties comprising approximately 22.9 million square feet (unaudited) of GLA for a total purchase price of approximately $862,350 and completed the development of ten properties and two expansions comprising approximately 1.7 million square feet (unaudited) of GLA at a cost of approximately $50,246. In 1996, the Company acquired 112 industrial properties comprising approximately 10.4 million square feet (unaudited) of GLA for a total purchase price of approximately $252,991 and completed the development of two properties comprising approximately .2 million square feet (unaudited) of GLA at a cost of approximately $900. 9. DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS In November 1998, the Company, through the Operating Partnership, settled its remaining interest rate protection agreement which was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Company's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Company settled its position. As a result, the Company has recognized an expense of approximately $8,475 associated with the termination of the interest rate protection agreement in the fourth quarter of 1998. In May 1997, the Company sold the 1995 Interest Rate Protection Agreements for approximately $9,950. The gain on disposition of the 1995 Interest Rate Protection Agreement totaled approximately $1,430. 10. RESTRUCTURING AND ABANDONED PURSUIT COSTS CHARGE In connection with management's plan to improve operating efficiencies and reduce costs, the Company recorded a restructuring and abandoned pursuit costs charge of approximately $11,941 in the fourth quarter of 1998. The restructuring charge includes approximately $6,858 in severance costs, of which approximately $1,206 is non-cash relating to immediate vesting of restricted stock. The cash portion of the severance costs were paid in fiscal year 1999. Approximately $5,083 of the charge relates to abandoned acquisitions. 11. SALES OF REAL ESTATE In 1998, the Company sold 41 in-service properties and several parcels of land. Gross proceeds from these sales totaled approximately $99,904. Approximately $56,300 of the gross proceeds were received from the September 1998 Joint Venture (the Company sold 21 of the 41 properties to the September 1998 Joint Venture at the Company's net book value). The gain on sales totaled approximately $5,349. In 1997, the Company sold ten in-service properties, one property held for redevelopment and several parcels of land. Gross proceeds from these sales totaled approximately $33,658. The gain on sales totaled approximately $5,003. In 1996, the Company sold six in-service properties. Gross proceeds from these sales totaled approximately $14,972. The gain on sales totaled approximately $4,344. F-25
83 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 12. EXTRAORDINARY ITEMS In 1997, the Company terminated the Harrisburg Mortgage Loan, the LB Mortgage Loan I, the Defeasance Loan, the November 1997 Unsecured Loan and the 1996 Unsecured Acquisition Facility before their contractual maturity date. Also, the Company entered into a commitment to pay down and retire the 1994 Defeased Mortgage Loan on January 2, 1998. As a result of the early retirements and the commitment for early retirement of the 1994 Defeased Mortgage Loan, the Company recorded an extraordinary loss of $14,124 comprised of prepayment fees, the write off of unamortized deferred financing fees, legal costs and other expenses. In 1996, the Company terminated the 1994 Acquisition Facility, the 1995 Credit Line, the 1996 Credit Line and the 1996 Acquisition Facility before their contractual maturity date. As a result of these early retirements, the Company recorded an extraordinary loss of $2,273 comprised of a prepayment fee, the write-off of unamortized deferred financing fees, legal costs and other expenses. F-26
84 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 13. EARNINGS PER SHARE In February 1997, the FASB issued FAS 128, effective for financial statements ending after December 15, 1997. As required by this statement, the Company adopted the new standard for computing and presenting earnings per share (EPS) for the year ended December 31, 1997, and for all prior-periods' EPS data presented herein. The outstanding Operating Partnership units have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the minority interests' share of income would also be added back to net income. The computation of basic and diluted EPS, as prescribed by FAS 128, is presented below: Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1997 1996 ------------- -------------- ------------ Numerator: Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ........................................ $ 77,697 $ 66,070 $ 37,937 Less: Preferred Stock Dividends .................................... (30,610) (11,856) (3,919) ------------ ------------ ------------ Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle- For Basic and Diluted EPS .................... 47,087 54,214 34,018 Extraordinary Loss ...................................................... -- (14,124) (2,273) Cumulative Effect of Change in Accounting Principle ..................... (1,976) -- -- ------------ ------------ ------------ Net Income Available to Common Stockholders- For Basic and Diluted EPS ............................................. $ 45,111 $ 40,090 $ 31,745 ============ ============ ============ Denominator: Weighted Average Common Shares Outstanding at December 31, 1998, 1997 and 1996, respectively- Basic ................ 37,444,961 31,508,240 24,755,953 Effect of Dilutive Securities: Employee Common Stock Options ........................................ 182,515 305,686 86,447 ------------ ------------ ------------ Weighted Average Common Shares Outstanding at December 31, 1998, 1997 and 1996, respectively- Diluted .............. 37,627,476 31,813,926 24,842,400 ============ ============ ============ Basic EPS: Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ................................... $ 1.26 $ 1.72 $ 1.37 ============ ============ ============ Extraordinary Loss ...................................................... $ -- $ (.45) $ (.09) ============ ============ ============ Cumulative Effect of Change in Accounting Principle ..................... $ (.05) $ -- $ -- ============ ============ ============ Net Income Available to Common Stockholders ............................. $ 1.20 $ 1.27 $ 1.28 ============ ============ ============ Diluted EPS: Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ................................... $ 1.25 $ 1.70 $ 1.37 ============ ============ ============ Extraordinary Loss ...................................................... $ -- $ (.44) $ (.09) ============ ============ ============ Cumulative Effect of Change in Accounting Principle ..................... $ (.05) $ -- $ -- ============ ============ ============ Net Income Available to Common Stockholders ............................. $ 1.20 $ 1.26 $ 1.28 ============ ============ ============ F-27
85 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 14. FUTURE RENTAL REVENUES The Company's properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under noncancelable operating leases in effect as of December 31, 1998 are approximately as follows: 1999 $ 288,070 2000 235,326 2001 186,056 2002 143,203 2003 107,304 Thereafter 272,882 ---------- Total $1,232,841 ========== 15. EMPLOYEE BENEFIT PLANS The Company maintains two stock incentive plans (the "Stock Incentive Plans") which are administered by the Compensation Committee of the Board of Directors. Only officers and other employees of the Company and its affiliates generally are eligible to participate in the Stock Incentive Plans. However, Independent Directors of the Company receive automatic annual grants of options to purchase 10,000 shares at a per share exercise price equal to the fair market value of a share on the date of grant. The Stock Incentive Plans authorize (i) the grant of stock options that qualify as incentive stock options under Section 422 of the Code, (ii) the grant of stock options that do not so qualify, (iii) restricted stock awards, (iv) performance share awards and (v) dividend equivalent rights. The exercise price of stock options will be determined by the Compensation Committee, but may not be less than 100% of the fair market value of the shares on the date of grant. Special provisions apply to awards granted under the Stock Incentive Plans in the event of a change in control in the Company. As of December 31, 1998, stock options covering 5.0 million shares were outstanding and stock options covering 2.2 million shares were available under the Stock Incentive Plans. The outstanding stock options generally vest over one to ten year periods and have lives of ten years. Stock option transactions are summarized as follows: Weighted Average Exercise Exercise Price Price Per Share per Share Share ----------- ---------------- --------------- Outstanding at December 31, 1995 ....... 858,000 $ 22.37 $ 18.25-$ 23.50 Granted .............................. 263,500 $ 22.94 $ 22.75-$ 25.63 Exercised ............................ (16,000) $ 23.50 $ 23.50 Expired or Terminated ................ (12,000) $ 23.50 $ 23.50 --------- Outstanding at December 31, 1996 ....... 1,093,500 $ 22.49 $ 18.25-$ 25.63 Granted .............................. 538,000 $ 30.32 $28.50-$30.375 Exercised or Converted ............... (300,000) $ 22.50 $ 18.25-$ 23.50 --------- Outstanding at December 31, 1997 ....... 1,331,500 $ 25.67 $18.25-$30.375 Granted .............................. 5,248,200 $ 34.92 $ 24.00-$ 35.81 Exercised or Converted ............... (165,500) $ 23.14 $ 20.25-$ 30.38 Expired or Terminated ................ (1,417,200) $ 35.42 $ 22.75-$ 35.81 --------- Outstanding at December 31, 1998 ....... 4,997,000 $ 32.70 $ 18.25-$ 35.81 ========= F-28
86 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 15. EMPLOYEE BENEFIT PLANS, CONTINUED The following table summarizes currently outstanding and exercisable options as of December 31, 1998: Options Outstanding Options Exercisable ---------------------------------------------------- -------------------------------- Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Price Outstanding Life Price Exercisable Price - --------------------------- -------------- ---------------- -------------- -------------- ------------- $18.25-$25.63 685,000 6.53 $22.59 685,000 $22.59 $28.50-$35.81 4,312,000 9.01 $34.30 870,350 $30.66 The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", in accounting for its Stock Incentive Plans. Accordingly, no compensation expense has been recognized in the consolidated statements of operations. Had compensation expense for the Company's Stock Incentive Plans been determined based upon the fair value at the grant date for awards under the Stock Incentive Plans consistent with the methodology prescribed under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", net income and earnings per share would have been the pro forma amounts indicated in the table below: For the Year Ended ------------------------------------------ 1998 1997 1996 ------------- ---------- ---------- Net Income Available to Common Stockholders- as reported ....................... $ 45,111 $ 40,090 $ 31,745 Net Income Available to Common Stockholders- pro forma ......................... $ 43,324 $ 38,810 $ 31,239 Net Income Available to Common Stockholders per Share- as reported- Basic ...... $ 1.20 $ 1.27 $ 1.28 Net Income Available to Common Stockholders per Share- pro forma- Basic ........ $ 1.16 $ 1.23 $ 1.26 Net Income Available to Common Stockholders per Share- as reported- Diluted .... $ 1.20 $ 1.26 $ 1.28 Net Income Available to Common Stockholders per Share- pro forma- Diluted ...... $ 1.15 $ 1.22 $ 1.26 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected dividend yield ..................................................... 8.01% 8.15% 7.16% Expected stock price volatility ............................................. 20.56% 20.01% 18.12% Risk-free interest rate ..................................................... 5.64% 6.48% 6.81% Expected life of options .................................................... 3.74 3.78 7.37 The weighted average fair value of options granted during 1998, 1997 and 1996 is $2.95, $2.72 and $2.43 per option, respectively. In September 1994, the Board of Directors approved and the Company adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. The Company may make, but is not required to make, matching contributions. For the year ended December 31, 1996 the Company did not make any matching contributions. For the years ended December 31, 1998 and 1997, the Company made matching contributions of approximately $198 and $108, respectively. In March 1996, the Board of Directors approved and the Company adopted a Deferred Income Plan (the "Plan"). Under the Plan, 243,400 unit awards, 194,164 unit awards and 138,500 unit awards were granted for the years ended December 31, 1998, 1997 and 1996 respectively, providing the recipients with deferred income benefits which vest in three equal annual installments. The expense related to these deferred income benefits is included in general and administrative expenses in the consolidated statements of operations. During 1998, the Company awarded 51,850 shares of restricted Common Stock to certain employees, 2,769 shares of restricted Common Stock to certain Directors and certain other employees of the Company converted certain employee stock options to 13,602 shares of restricted Common Stock. These restricted shares of Common Stock had a fair value of $2,345 on the date of grant. The restricted Common Stock vests over a period from five to F-29
87 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 15. EMPLOYEE BENEFIT PLANS, CONTINUED ten years. Compensation expense will be charged to earnings over the vesting period. During 1997, the Company awarded 59,946 shares of restricted Common Stock to certain employees, 1,274 of restricted Common Stock to certain Directors and certain other employees of the Company converted certain employee stock options to 54,936 shares of restricted Common Stock. These restricted shares of Common Stock had a fair value of $3,655 on the date of grant. The restricted Common Stock vests over a period from two to ten years. Compensation expense will be charged to earnings over the vesting period. 16. RELATED PARTY TRANSACTIONS The Company often obtains title insurance coverage for its properties from an entity for which an independent Director of the Company became the President, Chief Executive Officer and a Director in 1996. From time to time, the Company utilizes real estate brokerage services from CB Richard Ellis for which a relative of one of the Company's officers/Directors is an employee. On November 19, 1997, the Company exercised an option that was granted on March 19, 1996 to purchase a 100,000 square foot (unaudited) bulk warehouse property located in Indianapolis, Indiana for approximately $3,338. The property was purchased from a partnership in which one of the Company's officers owned a 33.0% interest. From time to time, the Company utilizes leasing services from an entity for which one of the Company's former officers located in a regional office owns a 62.5% ownership interest. For the year ended December 31, 1998, the Company has paid approximately $247 of leasing commissions to this entity. On July 16, 1998, the Company, through the Operating Partnership, completed an acquisition of a real estate firm of which a former officer and an employee of the Company owned a 77.5% interest. Gross proceeds to the real estate firm totaled approximately $2,349. In conjunction with the acquisition of the real estate firm, the Company also acquired an industrial property from this same entity for a purchase price of approximately $3,248, excluding costs incurred in connection with the acquisition of the property. On June 23, 1998, the Company, through the Operating Partnership, purchased a 292,471 square foot (unaudited) light industrial property located in Denver, Colorado for approximately $12,206. The property was purchased from a company in which one of the Company's officers owned a 12.08% interest. Of the 247 industrial properties purchased by the Company during the year ended December 31, 1998, four industrial properties were purchased from Western Suburban Industrial Investments Limited Partnership ("Western") in which the sole general partner, having a 5% interest, was Tomasz/Shidler Investment Corporation, the sole shareholders of which were a Director of the Company and a former Director/officer of the Company who also had a 53% and 32% limited partnership interest in Western, respectively. Further, an additional Director/officer of the Company was a limited partner in Western having an interest of 2%. The aggregate purchase price for this acquisition totaled approximately $7,900, excluding costs incurred in conjunction with the acquisition of the properties. In the fourth quarter of 1998, the Company sold three industrial properties to a former officer and Director of the Company for gross proceeds of approximately $10,701. The former officer and Director has the option of selling the properties back to the Company and the Company has the option of buying the properties from the former officer and Director. The gain on sale from the sale of these properties has been deferred and will be recognized if the above mentioned options are not exercised. F-30
88 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 17. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS Supplemental disclosure of cash flow information: Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1997 1996 ---------- ----------- ----------- Interest paid, net of capitalized interest ................................................... $ 64,294 $ 44,627 $ 29,309 ========= ========= ========= Interest capitalized ...................................................... $ 3,643 $ 1,151 $ 501 ========= ========= ========= Supplemental schedule of noncash investing and financing activities: Distribution payable on common stock/units ................................ $ 27,081 $ 22,010 $ 16,281 ========= ========= ========= Exchange of units for common shares: Minority interest .................................................... $ (5,150) $ (3,395) $ (943) Common stock .......................................................... 2 2 -- Additional paid in capital ............................................ 5,148 3,393 943 --------- --------- --------- $ -- $ -- $ -- ========= ========= ========= In conjunction with the property acquisitions, the following assets and liabilities were assumed: Purchase of real estate ........................................................ $ 537,838 $ 862,350 $ 252,991 Mortgage loans ................................................................. (8,771) (20,272) (9,417) Promissory notes ............................................................... -- -- (9,919) Operating partnership units .................................................... (49,413) (115,230) (23,863) Accounts payable and accrued expenses .......................................... (5,001) (11,414) (2,626) --------- --------- --------- Acquisition of real estate ..................................................... $ 474,653 $ 715,434 $ 207,166 ========= ========= ========= 18. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company is involved in legal actions arising from the ownership of its properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the consolidated financial position, operations or liquidity of the Company. Forty-four properties have leases granting the tenants options to purchase the property. Such options are exercisable at various times at appraised fair market value or at a fixed purchase price generally in excess of the Company's depreciated cost of the asset. The Company has no notice of any exercise of any tenant purchase option. The Company has committed to the construction of 20 industrial properties totaling approximately 2.5 million square feet (unaudited). The estimated total construction costs are approximately $101,922 (unaudited). These developments are expected to be funded with cash flow from operations as well as borrowings under the 1997 Unsecured Acquisition Facility. At December 31, 1998, the Company had two letters of credit outstanding in the amounts of $980 and $50. The $980 letter of credit was required under the original issuance of the Series A Preferred Stock to guarantee the payment of one quarter's dividend on the Series A Preferred Stock. The Guarantee Agent of the Series A Preferred Stock is the beneficiary of this letter of credit which expires on June 29, 1999. The $50 letter of credit is pledged to a state governmental entity for development purposes. It expires on February 28, 2000. F-31
89 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 19. SUBSEQUENT EVENTS (UNAUDITED) During the period January 1, 1999 through March 12, 1999, the Company acquired or completed development of four industrial properties and one land parcel for a total estimated investment of approximately $27,982. The Company also sold seven industrial properties for approximately $12,461 of gross proceeds. In March 1999, the Company declared a first quarter dividend of $.60 per share/Unit on its common stock which is payable on April 19, 1999. The Company also declared a first quarter dividend of $.59375 per share, $54.688 per share ($.54688 per depositary share), $53.906 per share ($.53906 per depositary share), $49.687 per share ($.49687 per depositary share) and $49.375 per share ($.49375 per depositary share) on its Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, which is payable on March 31, 1999. F-32
90 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) YEAR ENDED DECEMBER 31, 1998 -------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER ------- -------- --------------------- Total Revenues .................................................. $ 76,214 $ 87,305 $ 92,339 $ 93,844 Equity In Income of Joint Venture ............................... -- -- -- 45 Income Allocated to Minority Interest ........................... (2,657) (2,186) (2,813) (305) Disposition of Interest Rate Protection Agreement ............... -- -- -- (8,475) Income from Operations .......................................... 20,171 22,265 23,015 6,897 Gain on Sales of Properties ..................................... 2,360 16 693 2,280 Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle .............................. 22,531 22,281 23,708 9,177 Cumulative Effect of Change in Accounting Principle ............ -- (1,976) -- -- Net Income ...................................................... 22,531 20,305 23,708 9,177 Preferred Stock Dividends ....................................... (5,978) (8,210) (8,211) (8,211) -------- -------- -------- -------- Net Income Available to Common Stockholders ..................... $ 16,553 $ 12,095 $ 15,497 $ 966 ======== ======== ======== ======== Earnings Per Share: Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle per Weighted Average Common Share Outstanding: Basic ........................... $ .45 $ .38 $ .41 $ .03 ======== ======== ======== ======== Diluted ......................... $ .45 $ .37 $ .41 $ .03 ======== ======== ======== ======== Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic ........................... $ .45 $ .32 $ .41 $ .03 ======== ======== ======== ======== Diluted ......................... $ .45 $ .32 $ .41 $ .03 ======== ======== ======== ======== YEAR ENDED DECEMBER 31, 1997 --------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER -------- --------- --------- --------- Total Revenues .................................................. $ 46,143 $ 52,648 $ 56,377 $ 68,035 Income Allocated to Minority Interest ........................... (1,356) (594) (1,552) (1,810) Disposition of Interest Rate Protection Agreement ............... -- 1,430 -- -- Income from Operations .......................................... 11,834 15,927 15,628 17,678 Gain on Sales of Properties ..................................... -- 3,999 187 817 Income Before Extraordinary Loss ................................ 11,834 19,926 15,815 18,495 Extraordinary Loss .............................................. -- (12,563) -- (1,561) Net Income....................................................... 11,834 7,363 15,815 16,934 Preferred Stock Dividends ....................................... (980) (2,385) (4,245) (4,246) -------- -------- -------- -------- Net Income Available to Common Stockholders ..................... $ 10,854 4,978 11,570 12,688 ======== ======== ======== ======== Earnings Per Share: Net Income Available to Common Stockholders Before Extraordinary Loss per Weighted Average Common Share Outstanding: Basic ........................... $ .36 $ .58 $ .38 $ .40 ======== ======== ======== ======== Diluted ......................... $ .36 $ .58 $ .38 $ .40 ======== ======== ======== ======== Net Income Available to Common Stockholders per Weighted Average Common Share Outstanding: Basic ........................... $ .36 $ .17 $ .38 $ .36 ======== ======== ======== ======== Diluted ......................... $ .36 $ .16 $ .38 $ .35 ======== ======== ======== ======== F-33
91 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 21. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) The following Pro Forma Condensed Statements of Operations for the years ended December 31, 1998 and 1997 (the "Pro Forma Statements") are presented as if the acquisition of 636 industrial properties between January 1, 1997 and December 31, 1998 had been acquired on either January 1, 1997 or the lease commencement date if the property was developed and as if the Company's 10% equity interest in the September 1998 Joint Venture had been acquired on January 1, 1997. In addition, the Pro Forma Statements are prepared as if the assumption of secured debt, the issuance of the 2007 Notes, the issuance of the 2027 Notes, the issuance of the 2011 Notes, the issuance of the 2005 Notes, the issuance of the 2006 Notes, the issuance of the 2017 Notes, the issuance of the 2011 Drs., the issuance of the 2028 Notes, the issuance of the Series B Preferred Stock, the issuance of the Series C Preferred Stock, the issuance of the Series D Preferred Stock, the Series E Preferred Stock, the September 1997 Equity Offering, the October 1997 Equity Offering and the April 1998 Equity Offering had occurred on January 1, 1997. The Pro Forma Statements are not necessarily indicative of what the Company's results of operations would have been for the years ended December 31, 1998 and 1997, nor do they purport to present the future results of operations of the Company. PRO FORMA CONDENSED STATEMENTS OF OPERATIONS Year Ended ---------------------------- December 31, December 31, 1998 1997 ------------ ------------- Total Revenues ............................................. $ 362,286 $ 340,429 Property Expenses .......................................... (102,587) (93,308) General and Administrative Expense ......................... (12,983) (6,248) Interest Expense ........................................... (73,538) (70,669) Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ............................ (917) (2,812) Depreciation and Other Amortization ........................ (65,877) (59,504) Restructuring and Abandoned Pursuit Costs Charge ........... (11,941) -- --------- --------- Income from Operations Before Equity in Income of Joint Venture, Income Allocated to Minority Interest, and Disposition of Interest Rate Protection Agreements ...... 94,443 107,888 Equity in (Loss) Income of Joint Venture ................... (243) 87 Income Allocated to Minority Interest ...................... (9,490) (13,593) Disposition of Interest Rate Protection Agreements ......... (8,475) 1,430 --------- --------- Income from Operations ..................................... 76,235 95,812 Gain on Sales of Properties ................................ 5,349 5,003 --------- --------- Income Before Extraordinary Item ........................... 81,584 100,815 Preferred Stock Dividends .................................. (32,847) (32,847) --------- --------- Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle Available to Common Stockholders ..................................... $ 48,737 $ 67,968 ========= ========= Income Before Extraordinary Item Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic ......................... $ 1.29 $ 1.82 ========= ========= Diluted ....................... $ 1.28 $ 1.81 ========= ========= F-34
92 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of First Industrial Realty Trust, Inc. Our report on the consolidated financial statements of First Industrial Realty Trust, Inc. is included on page F-2 of this Form 10-K. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the Index to Financial Statements and Financial Statement Schedule on page F-1 of this form 10-K. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. PricewaterhouseCoopers LLP Chicago, Illinois February 16, 1999 S-1
93 FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As Of December 31, 1998 (Dollars in thousands) (b) COSTS CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) -------------------- ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ----------------- --------- ------------- ATLANTA - ------- 4250 River Green Parkway Duluth, GA (d) $ 264 1,522 $ 39 3400 Corporate Parkway Duluth, GA (d) 281 1,621 150 3450 Corporate Parkway Duluth, GA (d) 506 2,904 86 3500 Corporate Parkway Duluth, GA (d) 260 1,500 16 3425 Corporate Parkway Duluth, GA (d) 385 2,212 167 1650 GA Highway 155 Atlanta, GA 788 4,544 190 415 Industrial Park Road Atlanta, GA 544 3,140 69 434 Industrial Park Road Atlanta, GA 234 1,365 91 435 Industrial Park Road Atlanta, GA 281 1,638 64 14101 Industrial Park Boulevard Atlanta, GA 285 1,658 524 801-804 Blacklawn Road Atlanta, GA 361 2,095 167 1665 Dogwood Drive Atlanta, GA 635 3,662 24 1715 Dogwood Drive Atlanta, GA 288 1,675 97 11235 Harland Drive Atlanta, GA 125 739 30 700 Westlake Parkway Atlanta, GA 213 1,551 523 800 Westlake Parkway Atlanta, GA 450 2,645 460 4050 Southmeadow Parkway Atlanta, GA 401 2,813 162 4051 Southmeadow Parkway Atlanta, GA 697 3,486 843 4071 Southmeadow Parkway Atlanta, GA 750 4,460 722 4081 Southmeadow Parkway Atlanta, GA 1,012 5,450 617 1875 Rockdale Industrial Blvd. Atlanta, GA 386 2,264 201 3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 963 370 Great Southwest Parkway (p) Atlanta, GA 527 2,984 352 3495 Bankhead Highway (p) Atlanta, GA 983 5,568 297 955 Cobb Place Kennesaw, GA 780 4,420 170 6105 Boatrock Blvd Atlanta, GA 89 504 24 1640 Sands Place Marietta, GA 162 920 39 7000 Highland Parkway Smyrna, GA 761 4,213 83 2084 Lake Industrial Court Conyers, GA 662 - 4,547 BALTIMORE - --------- 3431 Benson Baltimore, MD 553 3,062 96 1801 Portal Baltimore, MD 251 1,387 149 1811 Portal Baltimore, MD 327 1,811 190 1831 Portal Baltimore, MD 268 1,486 155 1821 Portal Baltimore, MD 430 2,380 507 1820 Portal Baltimore, MD (k) 884 4,891 151 6615 Tributary Baltimore, MD 420 2,327 97 7340 Executive Frederick, MD 936 5,182 161 4845 Governers Way Frederick, MD 810 4,487 113 8900 Yellow Brick Road Baltimore, MD 447 2,473 201 7476 New Ridge Hanover, MD 394 2,182 65 BATON ROUGE - ----------- 11200 Industriplex Blvd. Baton Rouge, LA 463 2,624 87 11441 Industriplex Blvd. Baton Rouge, LA 331 1,874 191 11301 Industriplex Blvd. Baton Rouge, LA 265 1,499 60 6565 Exchequer Drive Baton Rouge, LA 461 2,614 91 CENTRAL PENNSYLVANIA - -------------------- 1214-B+B102 Freedom Road Cranberry Township, PA 31 994 617 401 Russell Drive Middletown, PA 262 857 1,496 2700 Commerce Drive Harrisburg, PA 196 997 671 2701 Commerce Drive Harrisburg, PA 141 859 1,171 2780 Commerce Drive Harrisburg, PA 113 743 1,033 5035 Ritter Road Harrisburg, PA 360 1,442 2,497 5070 Ritter Road (p) Harrisburg, PA 395 2,322 1,901 6340 Flank Drive Harrisburg, PA 361 2,363 2,523 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ----------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS) - ---------------- ---- ------------ ----- -------- ---------- ------------- ATLANTA - ------- 4250 River Green Parkway 264 1,561 $ 1,825 $ 168 1988 (v) 3400 Corporate Parkway 281 1,771 2,052 258 1987 (v) 3450 Corporate Parkway 506 2,990 3,496 315 1988 (v) 3500 Corporate Parkway 260 1,516 1,776 161 1991 (v) 3425 Corporate Parkway 385 2,379 2,764 297 1990 (v) 1650 GA Highway 155 788 4,734 5,522 634 1991 (v) 415 Industrial Park Road 544 3,209 3,753 357 1986 (v) 434 Industrial Park Road 234 1,456 1,690 161 1988 (v) 435 Industrial Park Road 281 1,702 1,983 194 1986 (v) 14101 Industrial Park Boulevar 285 2,182 2,467 195 1984 (v) 801-804 Blacklawn Road 361 2,262 2,623 346 1982 (v) 1665 Dogwood Drive 635 3,686 4,321 417 1973 (v) 1715 Dogwood Drive 288 1,772 2,060 253 1973 (v) 11235 Harland Drive 125 769 894 94 1988 (v) 700 Westlake Parkway 223 2,064 2,287 301 1990 (v) 800 Westlake Parkway 479 3,076 3,555 374 1991 (v) 4050 Southmeadow Parkway 425 2,951 3,376 350 1991 (v) 4051 Southmeadow Parkway 726 4,300 5,026 520 1989 (v) 4071 Southmeadow Parkway 828 5,104 5,932 608 1991 (v) 4081 Southmeadow Parkway 1,157 5,922 7,079 703 1989 (v) 1875 Rockdale Industrial Blvd. 386 2,465 2,851 258 1966 (v) 3312 N. Berkeley Lake Road 3,053 17,491 20,544 1,259 1969 (v) 370 Great Southwest Parkway (p 546 3,317 3,863 196 1996 (v) 3495 Bankhead Highway (p) 1,021 5,827 6,848 295 1986 (v) 955 Cobb Place 804 4,566 5,370 152 1991 (v) 6105 Boatrock Blvd 91 526 617 14 1972 (v) 1640 Sands Place 166 955 1,121 28 1977 (v) 7000 Highland Parkway 772 4,285 5,057 89 1998 (v) 2084 Lake Industrial Court 803 4,406 5,209 - 1998 (v) BALTIMORE - --------- 3431 Benson 562 3,149 3,711 58 1988 (v) 1801 Portal 271 1,516 1,787 28 1987 (v) 1811 Portal 354 1,974 2,328 37 1987 (v) 1831 Portal 290 1,619 1,909 30 1990 (v) 1821 Portal 467 2,850 3,317 55 1986 (v) 1820 Portal 899 5,027 5,926 94 1982 (v) 6615 Tributary 432 2,412 2,844 45 1987 (v) 7340 Executive 957 5,322 6,279 100 1988 (v) 4845 Governers Way 824 4,586 5,410 86 1988 (v) 8900 Yellow Brick Road 475 2,646 3,121 50 1982 (v) 7476 New Ridge 401 2,240 2,641 42 1987 (v) BATON ROUGE - ----------- 11200 Industriplex Blvd. 475 2,699 3,174 69 1986 (v) 11441 Industriplex Blvd. 340 2,056 2,396 73 1987 (v) 11301 Industriplex Blvd. 273 1,551 1,824 42 1985 (v) 6565 Exchequer Drive 473 2,693 3,166 73 1986 (v) CENTRAL PENNSYLVANIA - -------------------- 1214-B+B102 Freedom Road 205 1,437 1,642 498 1982 (v) 401 Russell Drive 287 2,328 2,615 688 1990 (v) 2700 Commerce Drive 206 1,658 1,864 422 1990 (v) 2701 Commerce Drive 164 2,007 2,171 409 1989 (v) 2780 Commerce Drive 209 1,680 1,889 427 1989 (v) 5035 Ritter Road 442 3,857 4,299 1,094 1988 (v) 5070 Ritter Road (p) 506 4,112 4,618 1,067 1989 (v) 6340 Flank Drive 563 4,684 5,247 1,248 1988 (v) S-2
94 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) -------------------- ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------ ----- --------- ------------- 6345 Flank Drive Harrisburg, PA 293 2,297 2,768 6360 Flank Drive Harrisburg, PA 218 2,286 895 6380 Flank Drive Harrisburg, PA 109 1,317 798 6400 Flank Drive Harrisburg, PA 153 1,312 1,288 6405 Flank Drive Harrisburg, PA 221 1,462 1,256 7125 Grayson Road Harrisburg, PA 1,514 8,779 6 7253 Grayson Road Harrisburg, PA 894 5,168 20 5020 Louise Drive Mechanicsburg, PA (c) 707 - 2,773 7195 Grayson Harrisburg, PA (c) 478 2,771 80 400 First Street Middletown, PA 280 1,839 576 401 First Street Middletown, PA 819 5,381 1,666 500 Industrial Lane Middletown, PA 194 1,272 264 600 Hunter Lane Middletown, PA 191 - 4,393 300 Hunter Lane Middletown, PA 216 - 6,169 Fruehauf Building #6 Middletown, PA - - 6,128 3380 Susquehanna Trail North York, PA 450 2,550 137 495 East Locust Lane York, PA 810 4,590 237 350 Old Silver Spring Road Mechanicsburg, PA 510 2,890 4,073 4500 Westport Drive Mechanicsburg, PA 690 3,910 257 41 Weaver Road Denver, PA 501 14,171 5,228 CHICAGO - ------- 720-730 Landwehr Road Northbrook, IL (d) 521 2,985 9 3170-3190 MacArthur Boulevard Northbrook, IL (d) 370 2,126 236 20W201 101st Street Lemont, IL (d) 967 5,554 432 280-296 Palatine Road Wheeling, IL (d) 305 1,735 251 1330 West 43rd Street Chicago, IL 369 1,464 527 2300 Hammond Drive Schaumburg, IL 442 1,241 525 6500 North Lincoln Avenue Lincolnwood, IL 613 1,336 1,748 3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 503 917 North Shore Drive Lake Bluff, IL 556 3,212 48 6750 South Sayre Avenue Bedford Park, IL 224 1,309 46 585 Slawin Court Mount Prospect, IL 611 3,505 1 2300 Windsor Court Addison, IL 688 3,943 260 3505 Thayer Court Aurora, IL 430 2,472 17 3600 Thayer Court Aurora, IL 636 3,645 178 736-776 Industrial Drive Elmhurst, IL 349 1,994 601 5310-5352 East Avenue Countryside, IL 382 2,036 544 12330-12358 South Latrobe Alsip, IL 381 2,067 227 480 East 14th St. Chicago Heights, IL 620 3,430 27 305-311 Era Drive Northbrook, IL 200 1,154 144 700-714 Landwehr Road Northbrook, IL 357 2,052 207 4330 South Racine Avenue Chicago, IL 448 1,893 239 13040 S. Crawford Ave. Alsip, IL 1,073 6,193 24 12241 Melrose Street Franklin Park, IL 332 1,931 1,072 3150-3160 MacArthur Boulevard Northbrook, IL (c) 439 2,518 21 2101-2125 Gardner Road Broadview, IL (c) 1,177 6,818 110 365 North Avenue Carol Stream, IL (c) 1,208 6,961 81 2942 MacArthur Boulevard Northbrook, IL (c) 315 1,803 232 7200 S Leamington Bedford Park, IL 798 4,595 642 12301-12325 S Laramie Ave Alsip, IL 650 3,692 424 6300 W Howard Street Niles, IL 743 4,208 328 301 Hintz Wheeling, IL 160 905 71 301 Alice Wheeling, IL 218 1,236 58 410 W 169th Street South Holland, IL 462 2,618 136 1001 Commerce Court Buffalo Grove, IL 615 3,485 122 11939 S Central Avenue Alsip, IL 1,208 6,843 141 405 East Shawmut La Grange, IL 368 2,083 104 2201 Lunt Elk Grove Village, IL 469 2,656 1,325 1010-50 Sesame Street Bensenville, IL (h) 979 5,546 226 5555 West 70th Place Bedford Park, IL 146 829 89 3200-3250 South St. Louis (p) Chicago, IL 110 625 964 3110-3130 South St. Louis Chicago, IL 115 650 64 7301 South Hamlin Chicago, IL 149 846 339 7401 South Pulaski Chicago, IL 664 3,763 655 3900 West 74th Street Chicago, IL 137 778 204 7501 S. Pulaski Chicago, IL 360 2,038 148 396 Fenton Lane West Chicago, IL 202 1,143 41 400 Wegner Drive West Chicago, IL 65 367 31 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ---------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS) - ---------------- ---- ------------ ----- -------- ---------- ------------- 6345 Flank Drive 587 4,771 5,358 1,239 1989 (v) 6360 Flank Drive 359 3,040 3,399 825 1988 (v) 6380 Flank Drive 234 1,990 2,224 501 1991 (v) 6400 Flank Drive 281 2,472 2,753 649 1992 (v) 6405 Flank Drive 313 2,626 2,939 649 1991 (v) 7125 Grayson Road 1,514 8,785 10,299 1,035 1991 (v) 7253 Grayson Road 894 5,188 6,082 614 1990 (v) 5020 Louise Drive 716 2,764 3,480 326 1995 (v) 7195 Grayson 479 2,850 3,329 290 1994 (v) 400 First Street 192 2,503 2,695 203 1963-1965 (v) 401 First Street 563 7,303 7,866 587 1963-1965 (v) 500 Industrial Lane 133 1,597 1,730 128 1963-1965 (v) 600 Hunter Lane 191 4,393 4,584 183 (m) (v) 300 Hunter Lane 216 6,169 6,385 227 (m) (v) Fruehauf Building #6 - 6,128 6,128 58 1998 (v) 3380 Susquehanna Trail North 467 2,670 3,137 122 1990 (v) 495 East Locust Lane 838 4,799 5,637 219 1993 (v) 350 Old Silver Spring Road 542 6,931 7,473 166 1968 (v) 4500 Westport Drive 727 4,130 4,857 163 1996 (v) 41 Weaver Road 2,530 17,370 19,900 440 1974 (v) CHICAGO - ------- 720-730 Landwehr Road 521 2,994 3,515 337 1978 (v) 3170-3190 MacArthur Boulevard 370 2,362 2,732 280 1978 (v) 20W201 101st Street 968 5,985 6,953 829 1988 (v) 280-296 Palatine Road 310 1,981 2,291 199 1978 (v) 1330 West 43rd Street 375 1,985 2,360 1,144 1977 (v) 2300 Hammond Drive 444 1,764 2,208 1,197 1970 (v) 6500 North Lincoln Avenue 625 3,072 3,697 1,137 1965/88 (v) 3600 West Pratt Avenue 1,050 6,270 7,320 741 1953/88 (v) 917 North Shore Drive 556 3,260 3,816 385 1974 (v) 6750 South Sayre Avenue 224 1,355 1,579 162 1975 (v) 585 Slawin Court 611 3,506 4,117 394 1992 (v) 2300 Windsor Court 688 4,203 4,891 660 1986 (v) 3505 Thayer Court 430 2,489 2,919 285 1989 (v) 3600 Thayer Court 636 3,823 4,459 452 1989 (v) 736-776 Industrial Drive 349 2,595 2,944 355 1975 (v) 5310-5352 East Avenue 382 2,580 2,962 339 1975 (v) 12330-12358 South Latrobe 381 2,294 2,675 290 1975 (v) 480 East 14th St. 620 3,457 4,077 65 1958 (v) 305-311 Era Drive 205 1,293 1,498 164 1978 (v) 700-714 Landwehr Road 357 2,259 2,616 265 1978 (v) 4330 South Racine Avenue 468 2,112 2,580 1,277 1978 (v) 13040 S. Crawford Ave. 1,073 6,217 7,290 674 1976 (v) 12241 Melrose Street 469 2,866 3,335 324 1969 (v) 3150-3160 MacArthur Boulevard 429 2,549 2,978 288 1978 (v) 2101-2125 Gardner Road 1,228 6,877 8,105 744 1950/69 (v) 365 North Avenue 1,208 7,042 8,250 749 1969 (v) 2942 MacArthur Boulevard 311 2,039 2,350 215 1979 (v) 7200 S Leamington 818 5,217 6,035 377 1950 (v) 12301-12325 S Laramie Ave 659 4,107 4,766 311 1975 (v) 6300 W Howard Street 782 4,497 5,279 341 1956/1964 (v) 301 Hintz 167 969 1,136 72 1960 (v) 301 Alice 225 1,287 1,512 96 1965 (v) 410 W 169th Street 476 2,740 3,216 193 1974 (v) 1001 Commerce Court 626 3,596 4,222 168 1989 (v) 11939 S Central Avenue 1,224 6,968 8,192 294 1972 (v) 405 East Shawmut 379 2,176 2,555 86 1965 (v) 2201 Lunt 560 3,890 4,450 136 1963 (v) 1010-50 Sesame Street 1,003 5,748 6,751 179 1976 (v) 5555 West 70th Place 157 907 1,064 28 1973 (v) 3200-3250 South St. Louis (p) 116 1,583 1,699 55 1968 (v) 3110-3130 South St. Louis 120 709 829 22 1968 (v) 7301 South Hamlin 154 1,180 1,334 35 1975 (v) 7401 South Pulaski 685 4,397 5,082 142 1975 (v) 3900 West 74th Street 142 977 1,119 39 1975 (v) 7501 S. Pulaski 326 2,220 2,546 64 1975 (v) 396 Fenton Lane 205 1,181 1,386 30 1987 (v) 400 Wegner Drive 67 396 463 11 1988 (v) S-3
95 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) -------------------- ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------ ----- --------- ------------- 450 Fenton Lane West Chicago, IL 195 1,106 31 1275 Roosevelt Road West Chicago, IL 372 2,110 52 385 Fenton Lane West Chicago, IL 868 4,918 106 505 Wegner Drive West Chicago, IL 91 514 22 335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 346 10435 Seymour Avenue Franklin Park, IL 181 1,024 78 905 Paramount Batavia, IL 243 1,375 244 1005 Paramount Batavia, IL 282 1,600 445 34-45 Lake Street Northlake, IL 440 2,491 124 2120-24 Roberts Broadview, IL 220 1,248 62 4309 South Morgan Street Chicago, IL 750 4,150 222 405-17 University Drive Arlington Hgts, IL 265 1,468 66 CINCINNATI - ---------- 9900-9970 Princeton Cincinnati, OH (e) 545 3,088 863 2940 Highland Avenue Cincinnati, OH (e) 1,717 9,730 761 4700-4750 Creek Road Cincinnati, OH (e) 1,080 6,118 316 4860 Duff Drive Cincinnati, OH 67 378 13 4866 Duff Drive Cincinnati, OH 67 379 10 4884 Duff Drive Cincinnati, OH 104 591 17 4890 Duff Drive Cincinnati, OH 104 592 21 9636-9643 Interocean Drive Cincinnati, OH 123 695 75 7600 Empire Drive Florence, KY 900 5,100 120 12072 Best Place Springboro, OH 426 - 3,104 901 Pleasant Valley Drive Springboro, OH 304 1,721 149 CLEVELAND - --------- 6675 Parkland Blvd Cleveland, OH 548 3,103 172 21510-21600 Alexander Road (q) Oakwood, OH 509 2,883 156 5405 & 5505 Valley Belt Road (p) Independence, OH 371 2,101 200 10145 Philipp Parkway Streetsboro, OH 334 1,891 59 4410 Hamann Willoughby, OH 138 782 82 COLUMBUS - -------- 6911 Americana Parkway Columbus, OH 314 1,777 127 3800 Lockbourne Industrial Parkway Columbus, OH 1,133 6,421 43 3880 Groveport Road Columbus, OH 2,145 12,154 445 1819 North Walcutt Road Columbus, OH 810 4,590 185 4300 Cemetery Road Hilliard, OH 1,103 6,248 215 4115 Leap Road (p) Hilliard, OH 758 4,297 104 3300 Lockbourne Columbus, OH 708 3,920 55 DALLAS - ------ 1275-1281 Roundtable Drive Dallas, TX 148 839 84 2406-2416 Walnut Ridge Dallas, TX 178 1,006 44 12750 Perimiter Drive Dallas, TX 638 3,618 160 1324-1343 Roundtable Drive Dallas, TX 178 1,006 47 1405-1409 Avenue II East Grand Prairie, TX 118 671 110 2651-2677 Manana Dallas, TX 266 1,510 71 2401-2419 Walnut Ridge Dallas, TX 148 839 38 4248-4252 Simonton Farmers Ranch, TX 888 5,032 233 900-906 Great Southwest Pkwy Arlington, TX 237 1,342 62 2179 Shiloh Road Garland, TX 251 1,424 41 2159 Shiloh Road Garland, TX 108 610 19 2701 Shiloh Road Garland, TX 818 4,636 742 12784 Perimeter Drive (q) Dallas, TX 350 1,986 96 3000 West Commerce Dallas, TX 456 2,584 116 3030 Hansboro Dallas, TX 266 1,510 86 5222 Cockrell Hill Dallas, TX 296 1,677 79 405-407 113th Arlington, TX 181 1,026 33 816 111th Street Arlington, TX 251 1,421 56 1017-25 Jacksboro Highway Fort Worth, TX 97 537 40 7341 Dogwwod Park Richland Hills, TX 79 435 33 7427 Dogwwod Park Richland Hills, TX 96 532 40 7348-54 Tower Street Richland Hills, TX 88 489 37 7370 Dogwwod Park Richland Hills, TX (o) 91 503 37 7339-41 Tower Street Richland Hills, TX 98 541 39 7437-45 Tower Street Richland Hills, TX 102 563 41 7331-59 Airport Freeway Richland Hills, TX 354 1,958 126 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ----------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS) - ---------------- ---- ------------ ----- -------- ---------- ------------- 450 Fenton Lane 198 1,134 1,332 28 1990 (v) 1275 Roosevelt Road 377 2,157 2,534 53 1986 (v) 385 Fenton Lane 878 5,014 5,892 124 1990 (v) 505 Wegner Drive 93 534 627 13 1988 (v) 335 Crossroad Parkway 1,587 9,159 10,746 225 1996 (v) 10435 Seymour Avenue 189 1,094 1,283 27 1967 (v) 905 Paramount 250 1,612 1,862 36 1977 (v) 1005 Paramount 291 2,036 2,327 42 1978 (v) 34-45 Lake Street 452 2,603 3,055 64 1978 (v) 2120-24 Roberts 227 1,303 1,530 33 1960 (v) 4309 South Morgan Street 778 4,344 5,122 90 1975 (v) 405-17 University Drive 266 1,533 1,799 25 1977 (v) CINCINNATI - ---------- 9900-9970 Princeton 566 3,930 4,496 276 1970 (v) 2940 Highland Avenue 1,772 10,436 12,208 780 1969/1974 (v) 4700-4750 Creek Road 1,109 6,405 7,514 450 1960 (v) 4860 Duff Drive 68 390 458 21 1979 (v) 4866 Duff Drive 68 388 456 20 1979 (v) 4884 Duff Drive 107 605 712 31 1979 (v) 4890 Duff Drive 107 610 717 33 1979 (v) 9636-9643 Interocean Drive 125 768 893 44 1983 (v) 7600 Empire Drive 915 5,205 6,120 173 1964 (v) 12072 Best Place 443 3,087 3,530 34 1984 (v) 901 Pleasant Valley Drive 313 1,861 2,174 42 1984 (v) CLEVELAND - --------- 6675 Parkland Blvd 571 3,252 3,823 182 1991 (v) 21510-21600 Alexander Road (q) 526 3,022 3,548 101 1985 (v) 5405 & 5505 Valley Belt Road (p) 385 2,287 2,672 79 1983 (v) 10145 Philipp Parkway 342 1,942 2,284 61 1994 (v) 4410 Hamann 154 848 1,002 26 1975 (v) COLUMBUS - -------- 6911 Americana Parkway 321 1,897 2,218 139 1980 (v) 3800 Lockbourne Industrial Parkway 1,130 6,467 7,597 379 1986 (v) 3880 Groveport Road 2,165 12,579 14,744 720 1986 (v) 1819 North Walcutt Road 830 4,755 5,585 206 1973 (v) 4300 Cemetery Road 1,160 6,406 7,566 172 1968 (v) 4115 Leap Road (p) 772 4,387 5,159 83 1977 (v) 3300 Lockbourne 709 3,974 4,683 74 1964 (v) DALLAS - ------ 1275-1281 Roundtable Drive 153 918 1,071 24 1966 (v) 2406-2416 Walnut Ridge 183 1,045 1,228 28 1978 (v) 12750 Perimiter Drive 660 3,756 4,416 101 1979 (v) 1324-1343 Roundtable Drive 184 1,047 1,231 28 1972 (v) 1405-1409 Avenue II East 123 776 899 19 1969 (v) 2651-2677 Manana 275 1,572 1,847 43 1966 (v) 2401-2419 Walnut Ridge 153 872 1,025 24 1978 (v) 4248-4252 Simonton 920 5,233 6,153 141 1973 (v) 900-906 Great Southwest Pkwy 245 1,396 1,641 38 1972 (v) 2179 Shiloh Road 256 1,460 1,716 39 1982 (v) 2159 Shiloh Road 110 627 737 17 1982 (v) 2701 Shiloh Road 923 5,273 6,196 144 1981 (v) 12784 Perimeter Drive (q) 360 2,072 2,432 56 1981 (v) 3000 West Commerce 469 2,687 3,156 72 1980 (v) 3030 Hansboro 276 1,586 1,862 43 1971 (v) 5222 Cockrell Hill 306 1,746 2,052 47 1973 (v) 405-407 113th 185 1,055 1,240 28 1969 (v) 816 111th Street 258 1,470 1,728 40 1972 (v) 1017-25 Jacksboro Highway 103 571 674 2 1970 (v) 7341 Dogwwod Park 84 463 547 2 1973 (v) 7427 Dogwwod Park 102 566 668 2 1973 (v) 7348-54 Tower Street 94 520 614 2 1978 (v) 7370 Dogwwod Park 96 535 631 2 1987 (v) 7339-41 Tower Street 104 574 678 2 1980 (v) 7437-45 Tower Street 108 598 706 2 1977 (v) 7331-59 Airport Freeway 372 2,066 2,438 9 1987 (v) S-4
96 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) -------------------- ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------ ----- --------- ------------- 7338-60 Dogwwod Park Richland Hills, TX 106 587 43 7450-70 Dogwwod Park Richland Hills, TX (o) 106 584 42 7423-49 Airport Freeway Richland Hills, TX (o) 293 1,621 148 7400 Whitehall Street Richland Hills, TX 109 603 43 DAYTON - ------ 6094-6104 Executive Blvd Dayton, OH 181 1,025 75 6202-6220 Executive Blvd Dayton, OH 268 1,521 99 6268-6294 Executive Blvd Dayton, OH 255 1,444 106 5749-5753 Executive Blvd Dayton, OH 50 282 81 6230-6266 Executive Blvd Dayton, OH 271 1,534 131 2200-2224 Sandridge Road Moriane, OH 218 1,233 103 8119-8137 Uehling Lane Dayton, OH 103 572 10 DENVER - ------ 7100 North Broadway - 1 Denver, CO 201 1,141 198 7100 North Broadway - 2 Denver, CO 203 1,150 112 7100 North Broadway - 3 Denver, CO 139 787 41 7100 North Broadway - 5 Denver, CO 180 1,018 65 7100 North Broadway - 6 Denver, CO 269 1,526 64 10691 East Bethany Drive Aurora, CO 186 1,054 32 20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 295 15700-15820 West 6th Avenue Golden, CO 333 1,887 44 12850-15884 West 6th Avenue Golden, CO 201 1,139 24 5454 Washington Denver, CO 154 873 38 5801 West 6th Avenue Lakewood, CO 74 418 (4) 5805 West 6th Avenue Lakewood, CO 97 549 39 5815 West 6th Avenue Lakewood, CO 99 560 9 5825 West 6th Avenue Lakewood, CO 99 559 10 5835 West 6th Avenue Lakewood, CO 97 552 11 525 East 70th Street Denver, CO 68 384 8 565 East 70th Street Denver, CO 169 960 25 605 East 70th Street Denver, CO 192 1,089 28 625 East 70th Street Denver, CO 136 768 20 665 East 70th Street Denver, CO 136 768 28 700 West 48th Street Denver, CO 302 1,711 78 702 West 48th Street Denver, CO 135 763 88 800 East 73rd Denver, CO 225 1,273 16 850 East 73rd Denver, CO 177 1,005 12 6425 North Washington Denver, CO 374 2,118 48 3370 North Peoria Street Aurora, CO 163 924 144 3390 North Peoria Street Aurora, CO 145 822 25 3508-3538 North Peoria Street Aurora, CO 260 1,472 58 3568 North Peoria Street Aurora, CO 222 1,260 56 3350 Peoria Aurora, CO 215 1,216 174 4785 Elati Denver, CO 173 981 20 4770 Fox Street Denver, CO 132 750 17 1550 W. Evans Denver, CO 388 2,200 66 12401-41 East 37th Ave Denver, CO 129 732 21 3751-71 Revere Street Denver, CO 262 1,486 43 3871 Revere Denver, CO 361 2,047 58 5454 Havana Street Denver, CO 204 1,156 25 5500 Havana Street Denver, CO 167 946 20 4570 Ivy Street Denver, CO 219 1,239 18 5855 Stapleton Drive North Denver, CO 288 1,630 29 5885 Stapleton Drive North Denver, CO 376 2,129 48 5200-5280 North Broadway Denver, CO 169 960 92 5977-5995 North Broadway Denver, CO 268 1,518 39 2952-5978 North Broadway Denver, CO 414 2,346 72 6400 North Broadway Denver, CO 318 1,804 55 875 Parfer Street Lakewood, CO 288 1,633 39 4721 Ironton Street Denver, CO 232 1,313 37 833 Parfer Street Lakewood, CO 196 1,112 31 11005 West 8th Avenue Lakewood, CO 102 580 15 7100 North Broadway - 7 Denver, CO 215 1,221 108 7100 North Broadway - 8 Denver, CO 79 448 35 6804 East 48th Avenue Denver, CO 253 1,435 29 445 Bryant Street Denver, CO 1,831 10,219 46 East 47th Drive - A Denver, CO 474 2,689 397 Centenial Airport Business Pk. Denver, CO 640 3,629 124 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ----------------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES (YEARS) - ---------------- ---- ------------ ----- -------- ---------- ------------- 7338-60 Dogwwod Park 112 624 736 3 1978 (v) 7450-70 Dogwwod Park 112 620 732 3 1985 (v) 7423-49 Airport Freeway 308 1,754 2,062 7 1985 (v) 7400 Whitehall Street 115 640 755 3 1994 (v) DAYTON - ------ 6094-6104 Executive Blvd 187 1,094 1,281 70 1975 (v) 6202-6220 Executive Blvd 275 1,613 1,888 104 1976 (v) 6268-6294 Executive Blvd 262 1,543 1,805 99 1989 (v) 5749-5753 Executive Blvd 53 360 413 27 1975 (v) 6230-6266 Executive Blvd 281 1,655 1,936 98 1979 (v) 2200-2224 Sandridge Road 226 1,328 1,554 62 1983 (v) 8119-8137 Uehling Lane 105 580 685 4 1978 (v) DENVER - ------ 7100 North Broadway - 1 215 1,325 1,540 46 1978 (v) 7100 North Broadway - 2 204 1,261 1,465 37 1978 (v) 7100 North Broadway - 3 140 827 967 27 1978 (v) 7100 North Broadway - 5 178 1,085 1,263 46 1978 (v) 7100 North Broadway - 6 271 1,588 1,859 53 1978 (v) 10691 East Bethany Drive 188 1,084 1,272 33 1979 (v) 20100 East 32nd Avenue Parkway 337 2,179 2,516 116 1997 (v) 15700-15820 West 6th Avenue 337 1,927 2,264 60 1978 (v) 12850-15884 West 6th Avenue 206 1,158 1,364 37 1978 (v) 5454 Washington 156 909 1,065 31 1985 (v) 5801 West 6th Avenue 72 416 488 13 1980 (v) 5805 West 6th Avenue 99 586 685 18 1980 (v) 5815 West 6th Avenue 99 569 668 18 1980 (v) 5825 West 6th Avenue 99 569 668 18 1980 (v) 5835 West 6th Avenue 98 562 660 17 1980 (v) 525 East 70th Street 69 391 460 12 1985 (v) 565 East 70th Street 171 983 1,154 31 1985 (v) 605 East 70th Street 194 1,115 1,309 36 1985 (v) 625 East 70th Street 137 787 924 25 1985 (v) 665 East 70th Street 137 795 932 24 1985 (v) 700 West 48th Street 307 1,784 2,091 55 1984 (v) 702 West 48th Street 139 847 986 37 1984 (v) 800 East 73rd 224 1,290 1,514 34 1984 (v) 850 East 73rd 177 1,017 1,194 26 1984 (v) 6425 North Washington 383 2,157 2,540 54 1983 (v) 3370 North Peoria Street 163 1,068 1,231 31 1978 (v) 3390 North Peoria Street 147 845 992 27 1978 (v) 3508-3538 North Peoria Street 264 1,526 1,790 51 1978 (v) 3568 North Peoria Street 225 1,313 1,538 49 1978 (v) 3350 Peoria 217 1,388 1,605 41 1978 (v) 4785 Elati 175 999 1,174 31 1972 (v) 4770 Fox Street 134 765 899 24 1972 (v) 1550 W. Evans 395 2,259 2,654 71 1975 (v) 12401-41 East 37th Ave 131 751 882 24 1980 (v) 3751-71 Revere Street 267 1,524 1,791 47 1980 (v) 3871 Revere 368 2,098 2,466 65 1980 (v) 5454 Havana Street 207 1,178 1,385 37 1980 (v) 5500 Havana Street 169 964 1,133 30 1980 (v) 4570 Ivy Street 221 1,255 1,476 39 1985 (v) 5855 Stapleton Drive North 290 1,657 1,947 52 1985 (v) 5885 Stapleton Drive North 381 2,172 2,553 68 1985 (v) 5200-5280 North Broadway 171 1,050 1,221 33 1977 (v) 5977-5995 North Broadway 271 1,554 1,825 49 1978 (v) 2952-5978 North Broadway 422 2,410 2,832 75 1978 (v) 6400 North Broadway 325 1,852 2,177 58 1982 (v) 875 Parfer Street 293 1,667 1,960 52 1975 (v) 4721 Ironton Street 236 1,346 1,582 42 1969 (v) 833 Parfer Street 199 1,140 1,339 35 1974 (v) 11005 West 8th Avenue 104 593 697 18 1974 (v) 7100 North Broadway - 7 217 1,327 1,544 41 1985 (v) 7100 North Broadway - 8 80 482 562 15 1985 (v) 6804 East 48th Avenue 256 1,461 1,717 46 1973 (v) 445 Bryant Street 1,829 10,267 12,096 152 1960 (v) East 47th Drive - A 509 3,051 3,560 97 1997 (v) Centenial Airport Business Pk. 642 3,751 4,393 147 1997 (v) S-5
97 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ------------------------------ LOCATION (a) ------------------ ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ ----- 9500 West 49th Street - A Wheatridge, CO 432 2,448 19 434 2,465 2,899 9500 West 49th Street - B Wheatridge, CO 235 1,330 (52) 226 1,287 1,513 9500 West 49th Street - C Wheatridge, CO 602 3,409 17 600 3,428 4,028 9500 West 49th Street - D Wheatridge, CO 271 1,537 (156) 246 1,406 1,652 8100 South Park Way - A Littleton, CO 442 2,507 213 428 2,734 3,162 8100 South Park Way - B Littleton, CO 103 582 137 104 718 822 8100 South Park Way - C Littleton, CO 568 3,219 59 575 3,271 3,846 451-591 East 124th Avenue Littleton, CO 386 2,188 41 391 2,224 2,615 14100 East Jewell Aurora, CO 395 2,240 90 401 2,324 2,725 14190 East Jewell Aurora, CO 199 1,126 48 201 1,172 1,373 608 Garrison Street Lakewood, CO 265 1,501 56 267 1,555 1,822 610 Garrison Street Lakewood, CO 264 1,494 74 265 1,567 1,832 1111 West Evans (A&C) Denver, CO 233 1,321 31 236 1,349 1,585 1111 West Evans (B) Denver, CO 30 169 3 30 172 202 15000 West 6th Avenue Golden, CO 913 5,174 122 917 5,292 6,209 14998 West 6th Avenue Bldg E Golden, CO 565 3,199 73 568 3,269 3,837 14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 17 271 1,540 1,811 12503 East Euclid Drive Denver, CO 1,219 6,905 149 1,229 7,044 8,273 6547 South Racine Circle Denver, CO 748 4,241 199 753 4,435 5,188 7800 East Iliff Avenue Denver, CO 196 1,110 29 198 1,137 1,335 2369 South Trenton Way Denver, CO 292 1,656 27 294 1,681 1,975 2370 South Trenton Way Denver, CO 200 1,132 83 201 1,214 1,415 2422 S. Trenton Way Denver, CO 241 1,364 83 243 1,445 1,688 2452 South Trenton Way Denver, CO 421 2,386 50 426 2,431 2,857 651 Topeka Way Denver, CO 194 1,099 24 197 1,120 1,317 680 Atchinson Way Denver, CO 194 1,099 24 197 1,120 1,317 8122 South Park Lane - A Littleton, CO 394 2,232 157 398 2,385 2,783 8122 South Park Lane - B Littleton, CO 186 1,054 38 188 1,090 1,278 1600 South Abilene Aurora, CO 465 2,633 72 470 2,700 3,170 1620 South Abilene Aurora, CO 268 1,520 52 270 1,570 1,840 1640 South Abilene Aurora, CO 368 2,085 75 371 2,157 2,528 13900 East Florida Ave Aurora, CO 189 1,071 36 190 1,106 1,296 4301 South Federal Boulevard Englewood, CO 237 1,341 58 239 1,397 1,636 14401-14492 East 33rd Place Aurora, CO 445 2,519 194 453 2,705 3,158 11701 East 53rd Avenue Denver, CO 416 2,355 56 422 2,405 2,827 5401 Oswego Street Denver, CO 273 1,547 101 278 1,643 1,921 3811 Joliet Denver, CO 735 4,166 92 746 4,247 4,993 2630 West 2nd Avenue Denver, CO 53 299 4 53 303 356 2650 West 2nd Avenue Denver, CO 221 1,252 26 223 1,276 1,499 14818 West 6th Avenue Bldg A Golden, CO 494 2,799 68 490 2,871 3,361 14828 West 6th Avenue Bldg B Golden, CO 519 2,942 152 523 3,090 3,613 12055 E. 49th Ave/4955 Peoria Denver, CO 298 73 302 1,757 2,059 4940-4950 Paris Denver, CO 152 861 33 154 892 1,046 4970 Paris Denver, CO 95 537 12 96 548 644 5010 Paril Denver, CO 89 505 13 91 516 607 7367 South Revere Parkway Englewood, CO 926 5,124 158 934 5,274 6,208 DES MOINES - ---------- 1550 East Washington Avenue Des Moines, IA 610 4,251 771 623 5,009 5,632 1600 East Washington Avenue Des Moines, IA 209 1,557 165 221 1,710 1,931 4121 McDonald Avenue Des Moines, IA 390 2,931 303 416 3,208 3,624 4141 McDonald Avenue Des Moines, IA 706 5,518 647 787 6,084 6,871 4161 McDonald Avenue Des Moines, IA 389 3,046 648 467 3,616 4,083 5701 NE 17th Street Des Moines, IA 162 918 130 175 1,035 1,210 3100 Justin Des Moines, IA 139 772 11 140 782 922 3101 104th St. Des Moines, IA 142 788 10 143 797 940 3051 104th St. Des Moines, IA 70 388 30 70 418 488 2250 Delaware Ave. Des Moines, IA 291 1,609 144 293 1,751 2,044 DETROIT - ------- 2654 Elliott Troy, MI (d) 57 334 82 57 416 473 1731 Thorncroft Troy, MI (d) 331 1,904 25 331 1,929 2,260 1653 E. Maple Troy, MI (d) 192 1,104 102 192 1,206 1,398 47461 Clipper Plymouth, MI (d) 122 723 105 122 828 950 47522 Galleon Plymouth, MI (d) 85 496 10 85 506 591 4150 Varsity Drive Ann Arbor, MI (d) 168 969 11 168 980 1,148 1330 Crooks Road Clawson, MI (d) 234 1,348 15 234 1,363 1,597 12000 Merriman Road Livonia, MI 453 3,651 1,417 440 5,081 5,521 238 Executive Drive Troy, MI 52 173 428 100 553 653 256 Executive Drive Troy, MI 44 146 409 85 514 599 ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS) - ---------------- -------- ---------- ------------ 9500 West 49th Street - A 77 1997 (v) 9500 West 49th Street - B 42 1997 (v) 9500 West 49th Street - C 115 1997 (v) 9500 West 49th Street - D 49 1997 (v) 8100 South Park Way - A 99 1997 (v) 8100 South Park Way - B 47 1984 (v) 8100 South Park Way - C 102 1984 (v) 451-591 East 124th Avenue 69 1979 (v) 14100 East Jewell 72 1980 (v) 14190 East Jewell 36 1980 (v) 608 Garrison Street 50 1984 (v) 610 Garrison Street 50 1984 (v) 1111 West Evans (A&C) 42 1986 (v) 1111 West Evans (B) 5 1986 (v) 15000 West 6th Avenue 169 1985 (v) 14998 West 6th Avenue Bldg E 105 1995 (v) 14998 West 6th Avenue Bldg F 48 1995 (v) 12503 East Euclid Drive 220 1986 (v) 6547 South Racine Circle 148 1996 (v) 7800 East Iliff Avenue 36 1983 (v) 2369 South Trenton Way 53 1983 (v) 2370 South Trenton Way 40 1983 (v) 2422 S. Trenton Way 44 1983 (v) 2452 South Trenton Way 76 1983 (v) 651 Topeka Way 28 1985 (v) 680 Atchinson Way 28 1985 (v) 8122 South Park Lane - A 73 1986 (v) 8122 South Park Lane - B 34 1986 (v) 1600 South Abilene 84 1986 (v) 1620 South Abilene 49 1986 (v) 1640 South Abilene 66 1986 (v) 13900 East Florida Ave 34 1986 (v) 4301 South Federal Boulevard 46 1997 (v) 14401-14492 East 33rd Place 84 1979 (v) 11701 East 53rd Avenue 75 1985 (v) 5401 Oswego Street 53 1985 (v) 3811 Joliet 1 1977 (v) 2630 West 2nd Avenue 9 1970 (v) 2650 West 2nd Avenue 40 1970 (v) 14818 West 6th Avenue Bldg A 95 1985 (v) 14828 West 6th Avenue Bldg B 102 1985 (v) 12055 E. 49th Ave/4955 Peoria 44 1984 (v) 4940-4950 Paris 22 1984 (v) 4970 Paris 14 1984 (v) 5010 Paril 13 1984 (v) 7367 South Revere Parkway 108 1997 (v) DES MOINES - ---------- 1550 East Washington Avenue 717 1987 (v) 1600 East Washington Avenue 204 1987 (v) 4121 McDonald Avenue 382 1977 (v) 4141 McDonald Avenue 723 1976 (v) 4161 McDonald Avenue 514 1979 (v) 5701 NE 17th Street 38 1968 (v) 3100 Justin 15 1970 (v) 3101 104th St. 15 1970 (v) 3051 104th St. 8 1993 (v) 2250 Delaware Ave. 24 1975 (v) DETROIT - ------- 2654 Elliott 47 1986 (v) 1731 Thorncroft 208 1969 (v) 1653 E. Maple 160 1990 (v) 47461 Clipper 159 1992 (v) 47522 Galleon 55 1990 (v) 4150 Varsity Drive 106 1986 (v) 1330 Crooks Road 149 1960 (v) 12000 Merriman Road 2,708 1975 (v) 238 Executive Drive 264 1973 (v) 256 Executive Drive 212 1974 (v) S-6
98 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ------------------------------ LOCATION (a) ------------------ ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ ----- 301 Executive Drive Troy, MI 71 293 521 133 752 885 449 Executive Drive Troy, MI 125 425 836 218 1,168 1,386 501 Executive Drive Troy, MI 71 236 586 129 764 893 645 Executive Drive Troy, MI 184 940 360 234 1,250 1,484 451 Robbins Drive Troy, MI 96 448 966 192 1,318 1,510 700 Stephenson Highway Troy, MI 250 854 1,361 386 2,079 2,465 800 Stephenson Highway Troy, MI 558 2,341 2,174 654 4,419 5,073 1150 Stephenson Highway Troy, MI 178 966 316 200 1,260 1,460 1200 Stephenson Highway Troy, MI 246 1,115 631 284 1,708 1,992 1035 Crooks Road Troy, MI 114 414 544 143 929 1,072 1095 Crooks Road Troy, MI 331 1,017 948 360 1,936 2,296 1416 Meijer Drive Troy, MI 94 394 390 121 757 878 1624 Meijer Drive Troy, MI 236 1,406 801 373 2,070 2,443 1972 Meijer Drive Troy, MI 315 1,301 726 372 1,970 2,342 2112 Meijer Drive Troy, MI 141 714 609 229 1,235 1,464 1621 Northwood Drive Troy, MI 85 351 1,042 215 1,263 1,478 1707 Northwood Drive Troy, MI 95 262 1,157 239 1,275 1,514 1749 Northwood Drive Troy, MI 107 477 466 164 886 1,050 1788 Northwood Drive Troy, MI 50 196 462 103 605 708 1821 Northwood Drive Troy, MI 132 523 746 220 1,181 1,401 1826 Northwood Drive Troy, MI 55 208 396 103 556 659 1864 Northwood Drive Troy, MI 57 190 442 107 582 689 1902 Northwood Drive Troy, MI 234 807 2,164 511 2,694 3,205 1921 Northwood Drive Troy, MI 135 589 1,165 291 1,598 1,889 2230 Elliott Avenue Troy, MI 46 174 419 95 544 639 2237 Elliott Avenue Troy, MI 48 159 419 90 536 626 2277 Elliott Avenue Troy, MI 48 188 438 104 570 674 2291 Elliott Avenue Troy, MI 52 209 342 86 517 603 2451 Elliott Avenue Troy, MI 78 319 840 164 1,073 1,237 2730 Research Drive Rochester Hills, MI 915 4,215 550 903 4,777 5,680 2791 Research Drive Rochester Hills, MI 557 2,731 296 560 3,024 3,584 2871 Research Drive Rochester Hills, MI 324 1,487 270 327 1,754 2,081 2911 Research Drive Rochester Hills, MI 505 2,136 382 504 2,519 3,023 3011 Research Drive Rochester Hills, MI 457 2,104 325 457 2,429 2,886 2870 Technology Drive Rochester Hills, MI 275 1,262 235 279 1,493 1,772 2890 Technology Drive Rochester Hills, MI 199 902 208 206 1,103 1,309 2900 Technology Drive Rochester Hills, MI 214 977 494 219 1,466 1,685 2920 Technology Drive Rochester Hills, MI 149 671 156 153 823 976 2930 Technology Drive Rochester Hills, MI 131 594 383 138 970 1,108 2950 Technology Drive Rochester Hills, MI 178 819 258 185 1,070 1,255 2960 Technology Drive Rochester Hills, MI 281 1,277 243 283 1,518 1,801 23014 Commerce Drive Farmington Hills, MI 39 203 125 56 311 367 23028 Commerce Drive Farmington Hills, MI 98 507 357 125 837 962 23035 Commerce Drive Farmington Hills, MI 71 355 179 93 512 605 23042 Commerce Drive Farmintgon Hills, MI 67 277 330 89 585 674 23065 Commerce Drive Farmington Hills, MI 71 408 143 93 529 622 23070 Commerce Drive Farmington Hills, MI 112 442 660 125 1,089 1,214 23079 Commerce Drive Farmington Hills, MI 68 301 181 79 471 550 23093 Commerce Drive Farmington Hills, MI 211 1,024 762 295 1,702 1,997 23135 Commerce Drive Farmington Hills, MI 146 701 229 158 918 1,076 23149 Commerce Drive Farmington Hills, MI 266 1,005 464 274 1,461 1,735 23163 Commerce Drive Farmington Hills, MI 111 513 243 138 729 867 23177 Commerce Drive Farmington Hills, MI 175 1,007 515 254 1,443 1,697 23206 Commerce Drive Farmington Hills, MI 125 531 627 137 1,146 1,283 23290 Commerce Drive Farmington Hills, MI 124 707 643 210 1,264 1,474 23370 Commerce Drive Farmington Hills, MI 59 233 165 66 391 457 24492 Indoplex Circle Farmington Hills, MI 67 370 724 175 986 1,161 24528 Indoplex Circle Farmington Hills, MI 91 536 1,082 263 1,446 1,709 31800 Plymouth Road - Building 1 Livonia, MI 3,415 19,481 2,400 3,417 21,879 25,296 31800 Plymouth Road - Building 2 Livonia, MI 671 3,860 389 674 4,246 4,920 31800 Plymouth Road - Building 3 Livonia, MI 322 1,869 154 324 2,021 2,345 31800 Plymouth Road - Building 6 Livonia, MI 557 3,207 991 560 4,195 4,755 31800 Plymouth Road - Building 7 Livonia, MI 139 832 10 141 840 981 21477 Bridge Street Southfield, MI 244 1,386 220 253 1,597 1,850 2965 Technology Drive Rochester Hills, MI (c) 964 2,277 123 964 2,400 3,364 1451 Lincoln Avenue Madison, MI (c) 299 1,703 435 305 2,132 2,437 4400 Purks Drive Auburn Hills, MI (c) 602 3,410 2,687 612 6,087 6,699 4177A Varsity Drive Ann Arbor, MI (c) 90 536 78 90 614 704 6515 Cobb Drive Sterling Heights, MI (c) 305 1,753 150 305 1,903 2,208 32450 N Avis Drive Madison Heights, MI 281 1,590 67 286 1,652 1,938 ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS) - ---------------- -------- ---------- ------------ 301 Executive Drive 338 1974 (v) 449 Executive Drive 531 1975 (v) 501 Executive Drive 244 1984 (v) 645 Executive Drive 646 1972 (v) 451 Robbins Drive 520 1975 (v) 700 Stephenson Highway 854 1978 (v) 800 Stephenson Highway 1,510 1979 (v) 1150 Stephenson Highway 458 1982 (v) 1200 Stephenson Highway 648 1980 (v) 1035 Crooks Road 373 1980 (v) 1095 Crooks Road 708 1986 (v) 1416 Meijer Drive 282 1980 (v) 1624 Meijer Drive 792 1984 (v) 1972 Meijer Drive 702 1985 (v) 2112 Meijer Drive 516 1980 (v) 1621 Northwood Drive 594 1977 (v) 1707 Northwood Drive 484 1983 (v) 1749 Northwood Drive 396 1977 (v) 1788 Northwood Drive 269 1977 (v) 1821 Northwood Drive 531 1977 (v) 1826 Northwood Drive 245 1977 (v) 1864 Northwood Drive 258 1977 (v) 1902 Northwood Drive 1,230 1977 (v) 1921 Northwood Drive 753 1977 (v) 2230 Elliott Avenue 258 1974 (v) 2237 Elliott Avenue 232 1974 (v) 2277 Elliott Avenue 251 1975 (v) 2291 Elliott Avenue 243 1974 (v) 2451 Elliott Avenue 423 1974 (v) 2730 Research Drive 1,679 1988 (v) 2791 Research Drive 1,005 1991 (v) 2871 Research Drive 582 1991 (v) 2911 Research Drive 865 1992 (v) 3011 Research Drive 854 1988 (v) 2870 Technology Drive 518 1988 (v) 2890 Technology Drive 363 1991 (v) 2900 Technology Drive 526 1992 (v) 2920 Technology Drive 264 1992 (v) 2930 Technology Drive 300 1991 (v) 2950 Technology Drive 357 1991 (v) 2960 Technology Drive 506 1992 (v) 23014 Commerce Drive 108 1983 (v) 23028 Commerce Drive 292 1983 (v) 23035 Commerce Drive 186 1983 (v) 23042 Commerce Drive 215 1983 (v) 23065 Commerce Drive 188 1983 (v) 23070 Commerce Drive 355 1983 (v) 23079 Commerce Drive 180 1983 (v) 23093 Commerce Drive 603 1983 (v) 23135 Commerce Drive 326 1986 (v) 23149 Commerce Drive 538 1985 (v) 23163 Commerce Drive 257 1986 (v) 23177 Commerce Drive 562 1986 (v) 23206 Commerce Drive 329 1985 (v) 23290 Commerce Drive 492 1980 (v) 23370 Commerce Drive 145 1980 (v) 24492 Indoplex Circle 443 1976 (v) 24528 Indoplex Circle 700 1976 (v) 31800 Plymouth Road - Building 1 2,578 1968/89 (v) 31800 Plymouth Road - Building 2 478 1968/89 (v) 31800 Plymouth Road - Building 3 240 1968/89 (v) 31800 Plymouth Road - Building 6 512 1968/89 (v) 31800 Plymouth Road - Building 7 98 1968/89 (v) 21477 Bridge Street 173 1986 (v) 2965 Technology Drive 231 1995 (v) 1451 Lincoln Avenue 227 1967 (v) 4400 Purks Drive 352 1987 (v) 4177A Varsity Drive 114 1993 (v) 6515 Cobb Drive 193 1984 (v) 32450 N Avis Drive 121 1974 (v) S-7
99 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ----------------------------- LOCATION (a) ------------------ ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ ----- 32200 N Avis Drive Madison Heights, MI 408 2,311 156 411 2,464 2,875 11813 Hubbard Livonia, MI 177 1,001 42 180 1,040 1,220 11866 Hubbard Livonia, MI 189 1,073 29 191 1,100 1,291 12050-12300 Hubbard (p) Livonia, MI 425 2,410 302 428 2,709 3,137 38200 Plymouth Road Livonia, MI 1,215 - 4,614 1,268 4,561 5,829 38220 Plymouth Road Livonia, MI 756 - 5,289 729 5,316 6,045 38300 Plymouth Road Livonia, MI 729 - 4,648 857 4,520 5,377 12707 Eckles Road Plymouth Township, MI 255 1,445 110 267 1,543 1,810 9300-9328 Harrison Rd Romulus, MI 147 834 126 154 953 1,107 9330-9358 Harrison Rd Romulus, MI 81 456 96 85 548 633 28420-28448 Highland Rd Romulus, MI 143 809 132 149 935 1,084 28450-28478 Highland Rd Romulus, MI 81 461 239 85 696 781 28421-28449 Highland Rd Romulus, MI 109 617 196 114 808 922 28451-28479 Highland Rd Romulus, MI 107 608 104 112 707 819 28825-28909 Highland Rd Romulus, MI 70 395 118 73 510 583 28933-29017 Highland Rd Romulus, MI 112 634 124 117 753 870 28824-28908 Highland Rd Romulus, MI 134 760 195 140 949 1,089 28932-29016 Highland Rd Romulus, MI 123 694 229 128 918 1,046 9710-9734 Harrison Rd Romulus, MI 125 706 136 130 837 967 9740-9772 Harrison Rd Romulus, MI 132 749 186 138 929 1,067 9840-9868 Harrison Rd Romulus, MI 144 815 118 150 927 1,077 9800-9824 Harrison Rd Romulus, MI 117 664 93 123 751 874 29265-29285 Airport Dr Romulus, MI 140 794 169 147 956 1,103 29185-29225 Airport Dr Romulus, MI 140 792 235 146 1,021 1,167 29149-29165 Airport Dr Romulus, MI 216 1,225 260 226 1,475 1,701 29101-29115 Airport Dr Romulus, MI 130 738 222 136 954 1,090 29031-29045 Airport Dr Romulus, MI 124 704 102 130 800 930 29050-29062 Airport Dr Romulus, MI 127 718 96 133 808 941 29120-29134 Airport Dr Romulus, MI 161 912 159 168 1,064 1,232 29200-29214 Airport Dr Romulus, MI 170 963 257 178 1,212 1,390 9301-9339 Middlebelt Rd Romulus, MI 124 703 114 130 811 941 21405 Trolley Industrial Drive Taylor, MI 758 4,293 185 778 4,458 5,236 26980 Trolley Industrial Drive Taylor, MI 450 2,550 131 463 2,668 3,131 12050-12200 Farmington Road Livonia, MI 201 1,115 21 202 1,135 1,337 33200 Capitol Avenue Livonia, MI 236 1,309 82 237 1,390 1,627 32975 Capitol Avenue Livonia, MI 135 748 23 136 770 906 2725 S. Industrial Highway Ann Arbor, MI 660 3,654 248 661 3,901 4,562 32920 Capitol Avenue Livonia, MI 76 422 11 77 432 509 32940 Capitol Avenue Livonia, MI 57 314 10 57 324 381 11862 Brookfield Avenue Livonia, MI 85 471 14 85 485 570 11923 Brookfield Avenue Livonia, MI 120 665 351 120 1,016 1,136 11965 Brookfield Avenue Livonia, MI 120 665 14 120 679 799 34005 Schoolcraft Road Livonia, MI 107 592 20 107 612 719 13405 Stark Road Livonia, MI 46 254 14 46 268 314 1170 Chicago Road Troy, MI 249 1,380 22 250 1,401 1,651 1200 Chicago Road Troy, MI 268 1,483 24 268 1,507 1,775 450 Robbins Drive Troy, MI 166 920 16 167 935 1,102 556 Robbins Drive Troy, MI 59 329 11 60 339 399 1230 Chicago Road Troy, MI 271 1,498 23 271 1,521 1,792 12886 Westmore Avenue Livonia, MI 190 1,050 32 190 1,082 1,272 12898 Westmore Avenue Livonia, MI 190 1,050 15 190 1,065 1,255 33025 Industrial Road Livonia, MI 80 442 16 80 458 538 2002 Stephenson Highway Troy, MI 179 994 18 180 1,011 1,191 47711 Clipper Street Plymouth Twsp, MI 539 2,983 30 540 3,012 3,552 32975 Industrial Road Livonia, MI 160 887 38 161 924 1,085 32985 Industrial Road Livonia, MI 137 761 20 138 780 918 32995 Industrial Road Livonia, MI 160 887 13 161 899 1,060 12874 Westmore Avenue Livonia, MI 137 761 16 138 776 914 33067 Industrial Road Livonia, MI 160 887 27 161 913 1,074 1775 Bellingham Troy, MI 344 1,902 23 344 1,925 2,269 1785 East Maple Troy, MI 92 507 11 92 518 610 1807 East Maple Troy, MI 321 1,775 22 321 1,797 2,118 9800 Chicago Road Troy, MI 206 1,141 13 207 1,153 1,360 1840 Enterprise Drive Rochester Hills, MI 573 3,170 26 573 3,196 3,769 1885 Enterprise Drive Rochester Hills, MI 209 1,158 19 210 1,176 1,386 1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 20 1,287 7,162 8,449 5500 Enterprise Court Warren, MI 675 3,737 44 676 3,780 4,456 5800 Enterprise Court Warren, MI 202 1,117 14 202 1,131 1,333 750 Chicago Road Troy, MI 323 1,790 23 324 1,812 2,136 800 Chicago Road Troy, MI 283 1,567 25 284 1,591 1,875 ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS) - ---------------- -------- ---------- ------------ 32200 N Avis Drive 183 1973 (v) 11813 Hubbard 77 1979 (v) 11866 Hubbard 80 1979 (v) 12050-12300 Hubbard (p) 243 1981 (v) 38200 Plymouth Road 210 1997 (v) 38220 Plymouth Road 108 1988 (v) 38300 Plymouth Road 98 1997 (v) 12707 Eckles Road 93 1990 (v) 9300-9328 Harrison Rd 52 1978 (v) 9330-9358 Harrison Rd 28 1978 (v) 28420-28448 Highland Rd 52 1979 (v) 28450-28478 Highland Rd 33 1979 (v) 28421-28449 Highland Rd 48 1980 (v) 28451-28479 Highland Rd 38 1980 (v) 28825-28909 Highland Rd 36 1981 (v) 28933-29017 Highland Rd 47 1982 (v) 28824-28908 Highland Rd 49 1982 (v) 28932-29016 Highland Rd 56 1982 (v) 9710-9734 Harrison Rd 61 1987 (v) 9740-9772 Harrison Rd 69 1987 (v) 9840-9868 Harrison Rd 52 1987 (v) 9800-9824 Harrison Rd 39 1987 (v) 29265-29285 Airport Dr 50 1983 (v) 29185-29225 Airport Dr 52 1983 (v) 29149-29165 Airport Dr 78 1984 (v) 29101-29115 Airport Dr 58 1985 (v) 29031-29045 Airport Dr 42 1985 (v) 29050-29062 Airport Dr 43 1986 (v) 29120-29134 Airport Dr 57 1986 (v) 29200-29214 Airport Dr 62 1985 (v) 9301-9339 Middlebelt Rd 44 1983 (v) 21405 Trolley Industrial Drive 202 1971 (v) 26980 Trolley Industrial Drive 88 1997 (v) 12050-12200 Farmington Road 21 1973 (v) 33200 Capitol Avenue 25 1977 (v) 32975 Capitol Avenue 14 1978 (v) 2725 S. Industrial Highway 74 1997 (v) 32920 Capitol Avenue 8 1973 (v) 32940 Capitol Avenue 6 1971 (v) 11862 Brookfield Avenue 9 1972 (v) 11923 Brookfield Avenue 22 1973 (v) 11965 Brookfield Avenue 13 1973 (v) 34005 Schoolcraft Road 11 1981 (v) 13405 Stark Road 5 1980 (v) 1170 Chicago Road 26 1983 (v) 1200 Chicago Road 28 1984 (v) 450 Robbins Drive 17 1976 (v) 556 Robbins Drive 6 1974 (v) 1230 Chicago Road 28 1996 (v) 12886 Westmore Avenue 20 1981 (v) 12898 Westmore Avenue 20 1981 (v) 33025 Industrial Road 8 1980 (v) 2002 Stephenson Highway 19 1986 (v) 47711 Clipper Street 56 1996 (v) 32975 Industrial Road 18 1984 (v) 32985 Industrial Road 14 1985 (v) 32995 Industrial Road 17 1983 (v) 12874 Westmore Avenue 14 1984 (v) 33067 Industrial Road 17 1984 (v) 1775 Bellingham 36 1987 (v) 1785 East Maple 10 1985 (v) 1807 East Maple 34 1984 (v) 9800 Chicago Road 22 1985 (v) 1840 Enterprise Drive 60 1990 (v) 1885 Enterprise Drive 22 1990 (v) 1935-55 Enterprise Drive 134 1990 (v) 5500 Enterprise Court 71 1989 (v) 5800 Enterprise Court 21 1987 (v) 750 Chicago Road 34 1986 (v) 800 Chicago Road 30 1985 (v) S-8
100 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) ------------------ ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------- ----- --------- -------------- 850 Chicago Road Troy, MI 183 1,016 14 2805 S. Industrial Highway Ann Arbor, MI 318 1,762 20 6833 Center Drive Sterling Heights, MI 467 2,583 179 22731 Newman Street Dearborn, MI 542 3,001 93 32201 North Avis Drive Madison Heights, MI 345 1,911 85 1100 East Mandoline Road Madison Heights, MI 888 4,915 197 30081 Stephenson Highway Madison Heights, MI 271 1,499 333 1120 John A. Papalas Drive (q) Lincoln Park, MI 586 3,241 198 36555 Ecorse Romulus, MI 600 - 8,788 6340 Middlebelt Romulus, MI 673 - 3,420 GRAND RAPIDS 3232 Kraft Avenue Grand Rapids, MI (d) 810 4,792 1,330 8181 Logistics Drive Grand Rapids, MI (d) 803 5,263 721 5062 Kendrick Court SE Grand Rapids, MI (d) 142 815 13 2 84th Street SW Grand Rapids, MI 117 685 295 100 84th Street SW Grand Rapids, MI 255 1,477 150 511 76th Street SW Grand Rapids, MI 758 4,355 206 553 76th Street SW Grand Rapids, MI 32 191 242 555 76th Street SW Grand Rapids, MI 776 4,458 97 2925 Remico Avenue SW Grand Rapids, MI 281 1,617 21 2935 Walkent Court NW Grand Rapids, MI 285 1,663 202 3300 Kraft Avenue SE Grand Rapids, MI 838 4,810 220 3366 Kraft Avenue SE Grand Rapids, MI 833 4,780 625 4939 Starr Avenue Grand Rapids, MI 117 681 29 5001 Kendrick Court SE Grand Rapids, MI 210 1,221 117 5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,569 5015 52nd Street SE Grand Rapids, MI 234 1,321 35 5025 28th Street Grand Rapids, MI 77 488 17 5079 33rd Street SE Grand Rapids, MI 525 3,018 154 5333 33rd Street SE Grand Rapids, MI 480 2,761 82 5130 Patterson Avenue SE Grand Rapids, MI 137 793 21 425 Gordon Industrial Court Grand Rapids, MI (c) 611 3,747 1,331 2851 Prairie Street Grand Rapids, MI (c) 377 2,778 240 2945 Walkent Court Grand Rapids, MI (c) 310 2,074 296 537 76th Street Grand Rapids, MI (c) 255 1,456 330 3395 Kraft Avenue Grand Rapids, MI 214 1,212 73 3427 Kraft Avenue Grand Rapids, MI 157 892 56 4412 Coloma Road Coloma, MI 1,391 7,700 715 HARTFORD 20 Utopia Road Manchester, CT 113 703 71 50 Utopia Road Manchester, CT 193 1,188 14 171 Utopia Road Manchester, CT 174 1,076 13 135 Sheldon Road Manchester, CT 247 1,488 89 169 Progress Road Manchester, CT 339 2,056 20 227 Progress Drive Manchester, CT 81 493 7 249 Progress Drive Manchester, CT 89 562 8 428 Hayden Station Road Windsor, CT 167 1,003 59 430 Hayden Station Road Windsor, CT 238 1,415 13 436 Hayden Station Road Windsor, CT 285 1,699 15 460 Hayden Station Road Windsor, CT 212 1,264 (6) 345 MacCausland Court Cheshire, CT 866 - 4,869 HOUSTON 2102-2314 Edwards Street Houston, TX 348 1,973 96 4545 Eastpark Drive Houston, TX 235 1,331 56 3351 Ranch St Houston, TX 272 1,541 84 3851 Yale St Houston, TX 413 2,343 141 3337-3347 Ranch Street Houston, TX 227 1,287 47 8505 N Loop East Houston, TX 439 2,489 123 4749-4799 Eastpark Dr Houston, TX 594 3,368 131 4851 Homestead Road Houston, TX 491 2,782 147 3365-3385 Ranch Street Houston, TX 284 1,611 48 5050 Campbell Road Houston, TX 461 2,610 96 4300 Pine Timbers Houston, TX 489 2,769 130 10600 Hampstead Houston, TX 105 597 40 2300 Fairway Park Dr Houston, TX 86 488 31 7969 Blakenship Houston, TX 174 987 42 8001 Kempwood Houston, TX 98 558 30 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ----------------------------- ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS) - ---------------- ------ ----------- ----- ------------ ----------- ----------- 850 Chicago Road 184 1,029 1,213 19 1984 (v) 2805 S. Industrial Highway 319 1,781 2,100 33 1990 (v) 6833 Center Drive 489 2,740 3,229 57 1998 (v) 22731 Newman Street 543 3,093 3,636 64 1985 (v) 32201 North Avis Drive 347 1,994 2,341 41 1974 (v) 1100 East Mandoline Road 891 5,109 6,000 105 1967 (v) 30081 Stephenson Highway 272 1,831 2,103 33 1967 (v) 1120 John A. Papalas Drive (q) 588 3,437 4,025 70 1985 (v) 36555 Ecorse 685 8,703 9,388 103 1998 (v) 6340 Middlebelt 833 3,260 4,093 40 1998 (v) GRAND RAPIDS 3232 Kraft Avenue 874 6,058 6,932 715 1988 (v) 8181 Logistics Drive 864 5,923 6,787 719 1990 (v) 5062 Kendrick Court SE 142 828 970 98 1987 (v) 2 84th Street SW 117 980 1,097 133 1986 (v) 100 84th Street SW 255 1,627 1,882 204 1979 (v) 511 76th Street SW 758 4,561 5,319 582 1986 (v) 553 76th Street SW 32 433 465 56 1985 (v) 555 76th Street SW 776 4,555 5,331 529 1987 (v) 2925 Remico Avenue SW 281 1,638 1,919 184 1988 (v) 2935 Walkent Court NW 285 1,865 2,150 203 1991 (v) 3300 Kraft Avenue SE 838 5,030 5,868 665 1987 (v) 3366 Kraft Avenue SE 833 5,405 6,238 799 1987 (v) 4939 Starr Avenue 117 710 827 94 1985 (v) 5001 Kendrick Court SE 210 1,338 1,548 153 1983 (v) 5050 Kendrick Court SE 1,721 16,002 17,723 1,710 1988 (v) 5015 52nd Street SE 234 1,356 1,590 152 1987 (v) 5025 28th Street 77 505 582 99 1967 (v) 5079 33rd Street SE 525 3,172 3,697 350 1990 (v) 5333 33rd Street SE 480 2,843 3,323 357 1991 (v) 5130 Patterson Avenue SE 137 814 951 100 1987 (v) 425 Gordon Industrial Court 644 5,045 5,689 545 1990 (v) 2851 Prairie Street 445 2,950 3,395 351 1989 (v) 2945 Walkent Court 352 2,328 2,680 277 1993 (v) 537 76th Street 258 1,783 2,041 178 1987 (v) 3395 Kraft Avenue 220 1,279 1,499 26 1985 (v) 3427 Kraft Avenue 162 943 1,105 19 1985 (v) 4412 Coloma Road 1,465 8,341 9,806 172 1967 (v) HARTFORD 20 Utopia Road 114 773 887 14 1989 (v) 50 Utopia Road 194 1,201 1,395 22 1987 (v) 171 Utopia Road 176 1,087 1,263 20 1987 (v) 135 Sheldon Road 248 1,576 1,824 33 1987 (v) 169 Progress Road 341 2,074 2,415 39 1987 (v) 227 Progress Drive 82 499 581 9 1986 (v) 249 Progress Drive 90 569 659 11 1985 (v) 428 Hayden Station Road 168 1,061 1,229 20 1988 (v) 430 Hayden Station Road 239 1,427 1,666 27 1987 (v) 436 Hayden Station Road 286 1,713 1,999 32 1988 (v) 460 Hayden Station Road 211 1,259 1,470 24 1985 (v) 345 MacCausland Court 1,087 4,648 5,735 52 1998 (v) HOUSTON 2102-2314 Edwards Street 359 2,058 2,417 55 1961 (v) 4545 Eastpark Drive 240 1,382 1,622 37 1972 (v) 3351 Ranch St 278 1,619 1,897 43 1970 (v) 3851 Yale St 425 2,472 2,897 66 1971 (v) 3337-3347 Ranch Street 233 1,328 1,561 36 1970 (v) 8505 N Loop East 449 2,602 3,051 69 1981 (v) 4749-4799 Eastpark Dr 611 3,482 4,093 94 1979 (v) 4851 Homestead Road 504 2,916 3,420 79 1973 (v) 3365-3385 Ranch Street 290 1,653 1,943 45 1970 (v) 5050 Campbell Road 470 2,697 3,167 73 1970 (v) 4300 Pine Timbers 499 2,889 3,388 79 1980 (v) 10600 Hampstead 109 633 742 17 1974 (v) 2300 Fairway Park Dr 89 516 605 14 1974 (v) 7969 Blakenship 179 1,024 1,203 28 1972 (v) 8001 Kempwood 101 585 686 16 1972 (v) S-9
101 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) ------------------ ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------- ----- --------- -------------- 7901 Blankenship Houston, TX 136 772 41 2500-2530 Fairway Park Drive Houston, TX 766 4,342 236 6550 Longpointe Houston, TX 362 2,050 98 1815 Turning Basin Dr Houston, TX 487 2,761 357 1819 Turning Basin Dr Houston, TX 231 1,308 157 4545 Mossford Dr Houston, TX 237 1,342 62 1805 Turning Basin Drive Houston, TX 564 3,197 429 7000 Empire Drive Houston, TX (j) 450 2,552 454 9777 West Gulfbank Drive Houston, TX (j) 1,217 6,899 358 INDIANAPOLIS - ------------ 2900 N Shadeland Avenue Indianapolis, IN (e) 2,394 13,565 2,057 2400 North Shadeland Indianapolis, IN 142 802 52 2402 North Shadeland Indianapolis, IN 466 2,640 251 7901 West 21st Street Indianapolis, IN 1,063 6,027 238 1445 Brookville Way Indianapolis, IN (e) 459 2,603 319 1440 Brookville Way Indianapolis, IN (e) 665 3,770 282 1240 Brookville Way Indianapolis, IN (e) 247 1,402 218 1220 Brookville Way Indianapolis, IN (e) 223 40 32 1345 Brookville Way Indianapolis, IN (f) 586 3,321 325 1350 Brookville Way Indianapolis, IN (e) 205 1,161 80 1315 Sadlier Circle E Dr Indianapolis, IN (f) 57 322 48 1341 Sadlier Circle E Dr Indianapolis, IN (f) 131 743 53 1322-1438 Sadlier Circle E Dr Indianapolis, IN (f) 145 822 114 1327-1441 Sadlier Circle E Dr Indianapolis, IN (f) 218 1,234 101 1304 Sadlier Circle E Dr Indianapolis, IN (f) 71 405 78 1402 Sadlier Circle E Dr Indianapolis, IN (f) 165 934 84 1504 Sadlier Circle E Dr Indianapolis, IN (f) 219 1,238 74 1311 Sadlier Circle E Dr Indianapolis, IN (f) 54 304 84 1365 Sadlier Circle E Dr Indianapolis, IN (f) 121 688 100 1352-1354 Sadlier Circle E Dr Indianapolis, IN (f) 178 1,008 126 1335 Sadlier Circle E Dr Indianapolis, IN (f) 81 460 57 1327 Sadlier Circle E Dr Indianapolis, IN (f) 52 295 25 1425 Sadlier Circle E Dr Indianapolis, IN (f) 21 117 24 1230 Brookville Way Indianapolis, IN (e) 103 586 51 6951 E 30th St Indianapolis, IN 256 1,449 95 6701 E 30th St Indianapolis, IN 78 443 40 6737 E 30th St Indianapolis, IN 385 2,181 147 1225 Brookville Way Indianapolis, IN 60 - 397 6555 E 30th St Indianapolis, IN 840 4,760 833 2432-2436 Shadeland Indianapolis, IN 212 1,199 182 8402-8440 E 33rd St Indianapolis, IN 222 1,260 146 8520-8630 E 33rd St Indianapolis, IN 326 1,848 300 8710-8768 E 33rd St Indianapolis, IN 175 993 94 3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 248 3331 Raton Court Indianapolis, IN 138 802 43 4430 Airport Expressway Indianapolis, IN 1,068 6,789 902 6751 E 30th St Indianapolis, IN 728 2,837 142 9200 East 146th Street Noblesville, IN 215 1,221 677 6575 East 30th Street Indianapolis, IN 118 - 1,545 6585 East 30th Street Indianapolis, IN 196 - 4,210 LONG ISLAND - ----------- 1140 Motor Parkway Hauppauge, NY 1,034 5,861 146 10 Edison Street Amityville, NY 183 1,036 59 120 Secatogue Ave Farmingdale, NY 375 2,123 59 100 Lauman Lane Hicksville, NY 216 1,226 88 200 Finn Court Farmingdale, NY 619 3,506 120 243 Dixon Avenue Amityville, NY 93 527 50 717 Broadway Avenue Holbrook, NY 790 4,474 67 725 Broadway Holbrook, NY 643 3,644 167 270 Duffy Avenue Hicksville, NY 1,305 7,393 219 280 Duffy Avenue Hicksville, NY 478 2,707 25 575 Underhill Boulevard Syosset, NY 2,714 15,382 320 5 Sidney Court Lindenhurst, NY 148 840 49 7 Sidney Court Lindenhurst, NY 172 975 32 450 Commack Road Deer Park, NY 304 1,720 54 99 Layfayette Drive Syosset, NY 1,607 9,106 144 65 East Bethpage Road Plainview, NY 198 1,122 54 171 Milbar Boulevard Farmingdale, NY 454 2,574 111 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ------------------------------ ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS) - ---------------- ------ ----------- ----- ------------ ----------- ----------- 7901 Blankenship 140 809 949 22 1972 (v) 2500-2530 Fairway Park Drive 792 4,552 5,344 133 1974 (v) 6550 Longpointe 370 2,140 2,510 58 1980 (v) 1815 Turning Basin Dr 531 3,074 3,605 82 1980 (v) 1819 Turning Basin Dr 251 1,445 1,696 39 1980 (v) 4545 Mossford Dr 245 1,396 1,641 38 1975 (v) 1805 Turning Basin Drive 616 3,574 4,190 96 1980 (v) 7000 Empire Drive 454 3,002 3,456 75 1980 (v) 9777 West Gulfbank Drive 1,226 7,248 8,474 212 1980 (v) INDIANAPOLIS - ------------ 2900 N Shadeland Avenue 2,492 15,524 18,016 1,208 1957/1992 (v) 2400 North Shadeland 149 847 996 32 1970 (v) 2402 North Shadeland 490 2,867 3,357 112 1970 (v) 7901 West 21st Street 1,079 6,249 7,328 204 1985 (v) 1445 Brookville Way 476 2,905 3,381 222 1989 (v) 1440 Brookville Way 685 4,032 4,717 282 1990 (v) 1240 Brookville Way 258 1,609 1,867 147 1990 (v) 1220 Brookville Way 226 69 295 5 1990 (v) 1345 Brookville Way 601 3,631 4,232 261 1992 (v) 1350 Brookville Way 211 1,235 1,446 87 1994 (v) 1315 Sadlier Circle E Dr 61 366 427 26 1970/1992 (v) 1341 Sadlier Circle E Dr 136 791 927 56 1971/1992 (v) 1322-1438 Sadlier Circle E D 152 929 1,081 75 1971/1992 (v) 1327-1441 Sadlier Circle E D 225 1,328 1,553 103 1992 (v) 1304 Sadlier Circle E Dr 75 479 554 35 1971/1992 (v) 1402 Sadlier Circle E Dr 171 1,012 1,183 72 1970/1992 (v) 1504 Sadlier Circle E Dr 226 1,305 1,531 92 1971/1992 (v) 1311 Sadlier Circle E Dr 57 385 442 45 1971/1992 (v) 1365 Sadlier Circle E Dr 126 783 909 52 1971/1992 (v) 1352-1354 Sadlier Circle E D 184 1,128 1,312 85 1970/1992 (v) 1335 Sadlier Circle E Dr 85 513 598 36 1971/1992 (v) 1327 Sadlier Circle E Dr 55 317 372 22 1971/1992 (v) 1425 Sadlier Circle E Dr 23 139 162 10 1971/1992 (v) 1230 Brookville Way 109 631 740 44 1995 (v) 6951 E 30th St 265 1,535 1,800 109 1995 (v) 6701 E 30th St 82 479 561 34 1992 (v) 6737 E 30th St 398 2,315 2,713 169 1995 (v) 1225 Brookville Way 68 389 457 14 1997 (v) 6555 E 30th St 484 5,949 6,433 431 1969/1981 (v) 2432-2436 Shadeland 230 1,363 1,593 84 1968 (v) 8402-8440 E 33rd St 230 1,398 1,628 78 1977 (v) 8520-8630 E 33rd St 336 2,138 2,474 129 1976 (v) 8710-8768 E 33rd St 187 1,075 1,262 64 1979 (v) 3316-3346 N. Pagosa Court 335 2,080 2,415 119 1977 (v) 3331 Raton Court 144 839 983 49 1979 (v) 4430 Airport Expressway 1,238 7,521 8,759 449 1970 (v) 6751 E 30th St 741 2,966 3,707 89 1997 (v) 9200 East 146th Street 224 1,889 2,113 28 1961 (v) 6575 East 30th Street 128 1,535 1,663 8 1998 (v) 6585 East 30th Street 196 4,210 4,406 14 1998 (v) LONG ISLAND - ----------- 1140 Motor Parkway 1,039 6,002 7,041 300 1978 (v) 10 Edison Street 185 1,093 1,278 54 1971 (v) 120 Secatogue Ave 377 2,180 2,557 109 1957 (v) 100 Lauman Lane 218 1,312 1,530 67 1968 (v) 200 Finn Court 622 3,623 4,245 181 1965 (v) 243 Dixon Avenue 95 575 670 28 1978 (v) 717 Broadway Avenue 794 4,537 5,331 228 1967 (v) 725 Broadway 647 3,807 4,454 190 1967 (v) 270 Duffy Avenue 1,309 7,608 8,917 392 1956 (v) 280 Duffy Avenue 480 2,730 3,210 137 1956 (v) 575 Underhill Boulevard 2,724 15,692 18,416 783 1967 (v) 5 Sidney Court 150 887 1,037 44 1962 (v) 7 Sidney Court 174 1,005 1,179 50 1964 (v) 450 Commack Road 306 1,772 2,078 89 1964 (v) 99 Layfayette Drive 1,612 9,245 10,857 476 1964 (v) 65 East Bethpage Road 199 1,175 1,374 62 1960 (v) 171 Milbar Boulevard 457 2,682 3,139 137 1961 (v) S-10
102 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) ------------------ ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------- ----- --------- -------------- 95 Horseblock Road Yaphank, NY 1,313 7,439 326 151-171 East 2nd Street Huntington, NY 497 2,815 89 171-175 East 2nd Street Huntington, NY 493 2,792 68 35 Bloomingdale Road Hicksville, NY 190 1,076 86 15-39 Tec Street Hicksville, NY 164 930 48 100 Tec Street Hicksville, NY 237 1,340 69 51-89 Tec Street Hicksville, NY 207 1,171 42 502 Old Country Road Hicksville, NY 95 536 16 80-98 Tec Street Hicksville, NY 123 700 26 201-233 Park Avenue Hicksville, NY 349 1,979 92 6851 Jericho Turnpike Syosset, NY 1,570 8,896 465 One Fairchild Court Plainview, NY 315 1,786 68 79 Express Street Plainview, NY 417 2,363 122 92 Central Avenue Farmingdale, NY 837 4,745 78 160 Engineer Drive Hicksville, NY 148 836 38 260 Engineers Drive Hicksville, NY 264 1,494 81 87-119 Engineers Dr (p) Hicksville, NY 181 1,023 51 950-970 South Broadway Hicksville, NY 250 1,418 177 290 Duffy Avenue Hicksville, NY (g) 383 2,171 262 185 Price Parkway Farmingdale, NY 611 3,464 52 62 Alpha Plaza Hicksville, NY 155 877 53 90 Alpha Plaza Hicksville, NY 127 717 55 325 Duffy Avenue Hicksville, NY 480 2,720 81 600 West John Street Hicksville, NY 488 2,763 4,396 939 Motor Parkway Hauppauge, NY 105 596 93 2070 5th Avenue Ronkonkoma, NY 383 2,171 15 200 13th Avenue Ronkonkoma, NY 313 1,776 48 100 13th Avenue Ronkonkoma, NY 348 1,973 36 1 Comac Loop Ronkonkoma, NY 348 1,973 43 80 13th Avenue Ronkonkoma, NY 418 2,368 73 90 13th Avenue Ronkonkoma, NY 383 2,171 56 33 Comac Loop Ronkonkoma, NY 383 2,171 78 101-125 Comac Street Ronkonkoma, NY 905 5,131 75 999 Stewart Avenue Garden City, NY 293 1,658 124 360 Smith Street Farmingdale, NY 334 1,851 207 700 Dibblee Drive Garden City, NY 2,219 12,282 135 49 Mall Drive Hauppauge, NY 343 5,220 955 275 Marcus Blvd Hauppauge, NY 349 1,934 123 LOUISVILLE - ---------- 1251 Port Road Jeffersonville, IN 858 - 12,035 MILWAUKEE - --------- N25 W23050 Paul Road Pewaukee, WI 474 2,723 12 N25 W23255 Paul Road Waukesha County, WI 571 3,270 1 N27 W23293 Roundy Drive Waukesha County, WI 412 2,837 1 6523 N. Sydney Place Milwaukee, WI 172 976 140 8800 W Bradley Milwaukee, WI 375 2,125 134 1435 North 113th St Wauwatosa, WI 300 1,699 366 11217-43 W. Becher St West Allis, WI 148 841 118 2152 S 114th Street West Allis, WI 326 1,846 97 4560 N. 124th Street Wauwatosa, WI 118 667 84 Science Drive Sturtevant, WI 1,255 - 18,795 12221 W. Feerick Street Wauwatosa, WI 210 1,190 81 MINNEAPOLIS - ----------- 2700 Freeway Boulevard Brooklyn Center, MN (d) 392 2,318 424 6507-6545 Cecilia Circle Bloomington, MN 357 1,320 525 7830-7848 12th Avenue South Bloomington, MN 376 1,346 251 1275 Corporate Center Drive Eagan, MN 80 357 52 1279 Corporate Center Drive Eagan, MN 105 357 90 2815 Eagandale Boulevard Eagan, MN 80 357 172 6201 West 111th Street Bloomington, MN 1,358 8,622 3,761 6403-6545 Cecilia Drive Bloomington, MN 366 1,363 529 6925-6943 Washington Avenue Edina, MN 117 504 705 6955-6973 Washington Avenue Edina, MN 117 486 410 7251-7279 Washington Avenue Edina, MN 129 382 431 7301-7329 Washington Avenue Edina, MN 174 391 496 7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,147 7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,307 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ------------------------------ ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS) - ---------------- ------ ------------ ----- ------------ ----------- ----------- 95 Horseblock Road 1,318 7,760 9,078 389 1971 (v) 151-171 East 2nd Street 499 2,902 3,401 145 1968 (v) 171-175 East 2nd Street 495 2,858 3,353 144 1969 (v) 35 Bloomingdale Road 192 1,160 1,352 63 1962 (v) 15-39 Tec Street 166 976 1,142 57 1965 (v) 100 Tec Street 238 1,408 1,646 70 1965 (v) 51-89 Tec Street 208 1,212 1,420 69 1965 (v) 502 Old Country Road 96 551 647 27 1965 (v) 80-98 Tec Street 125 724 849 36 1965 (v) 201-233 Park Avenue 351 2,069 2,420 106 1962 (v) 6851 Jericho Turnpike 1,576 9,355 10,931 492 1969 (v) One Fairchild Court 318 1,851 2,169 95 1959 (v) 79 Express Street 420 2,482 2,902 127 1972 (v) 92 Central Avenue 841 4,819 5,660 241 1961 (v) 160 Engineer Drive 149 873 1,022 43 1966 (v) 260 Engineers Drive 266 1,573 1,839 81 1966 (v) 87-119 Engineers Dr (p) 183 1,072 1,255 58 1966 (v) 950-970 South Broadway 252 1,593 1,845 94 1966 (v) 290 Duffy Avenue 385 2,431 2,816 133 1974 (v) 185 Price Parkway 615 3,512 4,127 176 1969 (v) 62 Alpha Plaza 159 926 1,085 29 1968 (v) 90 Alpha Plaza 130 769 899 24 1969 (v) 325 Duffy Avenue 488 2,793 3,281 75 1970 (v) 600 West John Street 496 7,151 7,647 107 1955 (v) 939 Motor Parkway 112 682 794 18 1977 (v) 2070 5th Avenue 384 2,185 2,569 59 1975 (v) 200 13th Avenue 318 1,819 2,137 50 1979 (v) 100 13th Avenue 352 2,005 2,357 54 1979 (v) 1 Comac Loop 352 2,012 2,364 55 1980 (v) 80 13th Avenue 423 2,436 2,859 66 1983 (v) 90 13th Avenue 389 2,221 2,610 60 1982 (v) 33 Comac Loop 388 2,244 2,632 61 1983 (v) 101-125 Comac Street 914 5,197 6,111 140 1985 (v) 999 Stewart Avenue 305 1,770 2,075 36 1955 (v) 360 Smith Street 342 2,050 2,392 40 1965 (v) 700 Dibblee Drive 2,227 12,409 14,636 232 1965 (v) 49 Mall Drive 989 5,529 6,518 103 1986 (v) 275 Marcus Blvd 365 2,041 2,406 13 1985 (v) LOUISVILLE - ---------- 1251 Port Road 929 11,964 12,893 40 1998 (v) MILWAUKEE - --------- N25 W23050 Paul Road 474 2,735 3,209 307 1989 (v) N25 W23255 Paul Road 571 3,271 3,842 368 1987 (v) N27 W23293 Roundy Drive 412 2,838 3,250 318 1989 (v) 6523 N. Sydney Place 176 1,112 1,288 85 1978 (v) 8800 W Bradley 388 2,246 2,634 144 1982 (v) 1435 North 113th St 310 2,055 2,365 111 1993 (v) 11217-43 W. Becher St 155 952 1,107 42 1979 (v) 2152 S 114th Street 339 1,930 2,269 76 1980 (v) 4560 N. 124th Street 129 740 869 29 1976 (v) Science Drive 1,412 18,638 20,050 381 1997 (v) 12221 W. Feerick Street 221 1,260 1,481 47 1971 (v) MINNEAPOLIS - ----------- 2700 Freeway Boulevard 415 2,719 3,134 376 1981 (v) 6507-6545 Cecilia Circle 386 1,816 2,202 740 1981 (v) 7830-7848 12th Avenue South 381 1,592 1,973 752 1978 (v) 1275 Corporate Center Drive 93 396 489 139 1990 (v) 1279 Corporate Center Drive 109 443 552 162 1990 (v) 2815 Eagandale Boulevard 97 512 609 168 1990 (v) 6201 West 111th Street 1,499 12,242 13,741 2,309 1987 (v) 6403-6545 Cecilia Drive 395 1,863 2,258 792 1980 (v) 6925-6943 Washington Avenue 237 1,089 1,326 565 1972 (v) 6955-6973 Washington Avenue 207 806 1,013 502 1972 (v) 7251-7279 Washington Avenue 182 760 942 460 1972 (v) 7301-7329 Washington Avenue 193 868 1,061 731 1972 (v) 7101 Winnetka Avenue North 2,228 8,198 10,426 3,089 1990 (v) 7600 Golden Triangle Drive 615 2,652 3,267 1,079 1989 (v) S-11
103 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) ------------------ ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- ------------ ------------- ----- --------- -------------- 7850-7890 12th Avenue South Bloomington, MN 347 1,242 275 7900 Main Street Northeast Fridley, MN 480 1,604 626 7901 Beech Street Northeast Fridley, MN 405 1,554 621 9901 West 74th Street Eden Prairie, MN 621 3,289 2,018 10175-10205 Crosstown Circle Eden Prairie, MN 132 686 108 11201 Hampshire Avenue South Bloomington, MN 495 1,035 854 12220-12222 Nicollet Avenue Burnsville, MN 105 425 47 12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 96 12224-12226 Nicollet Avenue Burnsville, MN 190 770 102 305 2nd Street Northwest Minneapolis, MN 460 2,744 41 953 Westgate Drive Minneapolis, MN 193 1,178 2 980 Lone Oak Road Minneapolis, MN 683 4,103 388 990 Lone Oak Road Minneapolis, MN 883 5,575 129 1030 Lone Oak Road Minneapolis, MN 456 2,703 64 1060 Lone Oak Road Minneapolis, MN 624 3,700 142 5400 Nathan Lane Minneapolis, MN 749 4,461 44 6464 Sycamore Court Minneapolis, MN 457 2,730 103 6701 Parkway Circle Brooklyn Center, MN 350 2,131 344 6601 Shingle Creek Parkway Brooklyn Center, MN 411 2,813 520 10120 W 76th Street Eden Prairie, MN 315 1,804 145 7615 Golden Triangle Eden Prairie, MN 268 1,532 346 7625 Golden Triangle Eden Prairie, MN 415 2,375 257 2605 Fernbrook Lane North Plymouth, MN 443 2,533 365 12155 Nicollet Ave. Burnsville, MN 286 - 1,678 6655 Wedgewood Road Maple Grove, MN (c) 1,466 8,342 143 900 Apollo Road Eagan, MN (c) 1,029 5,855 509 7316 Aspen Lane North Brooklyn, MN (c) 368 2,156 180 6707 Shingle Creek Parkway Brooklyn Center, MN (c) 376 2,101 364 73rd Avenue North Brooklyn Park, MN 504 2,856 73 1905 W Country Road C Roseville, MN 402 2,278 65 2720 Arthur Street Roseville, MN 824 4,671 78 10205 51st Avenue North Plymouth, MN 180 1,020 70 4100 Peavey Road Chaska, MN 399 2,261 443 11300 Hamshire Ave South Bloomington, MN 527 2,985 250 375 Rivertown Drive Woodbury, MN 1,083 6,135 2,668 5205 Highway 169 Plymouth, MN 446 2,525 777 6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 310 7100-7190 Shady Oak Rd (q) Eden Prairie, MN 1,118 6,333 485 7500-7546 Washington Square Eden Prairie, MN 229 1,300 50 7550-7588 Washington Square Eden Prairie, MN 153 867 39 5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 142 1565 First Avenue NW New Brighton, MN 485 2,750 173 7125 Northland Terrace Brooklyn Park, MN 660 3,740 724 6900 Shady Oak Road Eden Prairie, MN 310 1,756 219 6477-6525 City West Parkway Eden Prairie, MN 810 4,590 122 500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 122 770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 100 800 Kasota Avenue SE Minneapolis, MN 524 2,971 501 2530-2570 Kasota Avenue St. Paul, MN 407 2,308 178 NASHVILLE - --------- 1621 Heil Quaker Boulevard Nashville, TN (d) 413 2,348 468 417 Harding Industrial Drive Nashville, TN 653 4,583 1,035 520 Harding Industrial Drive (p) Nashville, TN 645 3,382 3,532 3099 Barry Drive Portland, TN 418 2,368 60 3150 Barry Drive Portland, TN 941 5,333 331 5599 Highway 31 West Portland, TN 564 3,196 65 1650 Elm Hill Pike Nashville, TN 329 1,867 64 1821 Air Lane Drive Nashville, TN 151 858 (1) 1102 Appleton Drive Nashville, TN 154 873 1 1920 Air Lane Drive Nashville, TN 250 1,415 22 1931 Air Lane Drive Nashville, TN 491 2,785 110 470 Metroplex Drive (p) Nashville, TN 619 3,507 40 1150 Antiock Pike Nashville, TN 667 3,748 44 NORTHERN NEW JERSEY - ------------------- 116 Lehigh Drive Fairfield, NJ 851 4,823 49 60 Ethel Road West Piscataway, NJ 252 1,426 139 70 Ethel Road West Piscataway, NJ 431 2,443 147 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ------------------------------ ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS) - ---------------- ------ ----------- ----- ------------ ----------- ----------- 7850-7890 12th Avenue South 358 1,506 1,864 744 1978 (v) 7900 Main Street Northeast 497 2,213 2,710 1,170 1973 (v) 7901 Beech Street Northeast 428 2,152 2,580 914 1975 (v) 9901 West 74th Street 639 5,289 5,928 1,166 1983/88 (v) 10175-10205 Crosstown Circle 174 752 926 316 1980 (v) 11201 Hampshire Avenue South 501 1,883 2,384 794 1986 (v) 12220-12222 Nicollet Avenue 114 463 577 171 1989/90 (v) 12250-12268 Nicollet Avenue 284 1,126 1,410 443 1989/90 (v) 12224-12226 Nicollet Avenue 207 855 1,062 325 1989/90 (v) 305 2nd Street Northwest 460 2,785 3,245 337 1991 (v) 953 Westgate Drive 193 1,180 1,373 135 1991 (v) 980 Lone Oak Road 683 4,491 5,174 661 1992 (v) 990 Lone Oak Road 883 5,704 6,587 960 1989 (v) 1030 Lone Oak Road 456 2,767 3,223 339 1988 (v) 1060 Lone Oak Road 624 3,842 4,466 516 1988 (v) 5400 Nathan Lane 749 4,505 5,254 521 1990 (v) 6464 Sycamore Court 457 2,833 3,290 358 1990 (v) 6701 Parkway Circle 377 2,448 2,825 301 1987 (v) 6601 Shingle Creek Parkway 502 3,242 3,744 432 1985 (v) 10120 W 76th Street 315 1,949 2,264 195 1987 (v) 7615 Golden Triangle 268 1,878 2,146 380 1987 (v) 7625 Golden Triangle 415 2,632 3,047 303 1987 (v) 2605 Fernbrook Lane North 445 2,896 3,341 371 1987 (v) 12155 Nicollet Ave. 288 1,676 1,964 131 1995 (v) 6655 Wedgewood Road 1,466 8,485 9,951 927 1989 (v) 900 Apollo Road 1,030 6,363 7,393 581 1970 (v) 7316 Aspen Lane North 377 2,327 2,704 231 1978 (v) 6707 Shingle Creek Parkway 379 2,462 2,841 349 1986 (v) 73rd Avenue North 512 2,921 3,433 201 1995 (v) 1905 W Country Road C 409 2,336 2,745 160 1993 (v) 2720 Arthur Street 832 4,741 5,573 326 1995 (v) 10205 51st Avenue North 187 1,083 1,270 78 1990 (v) 4100 Peavey Road 415 2,688 3,103 161 1988 (v) 11300 Hamshire Ave South 541 3,221 3,762 315 1983 (v) 375 Rivertown Drive 1,503 8,383 9,886 367 1996 (v) 5205 Highway 169 739 3,009 3,748 221 1960 (v) 6451-6595 Citywest Parkway 538 3,272 3,810 251 1984 (v) 7100-7190 Shady Oak Rd (q) 1,149 6,787 7,936 373 1982 (v) 7500-7546 Washington Square 235 1,344 1,579 70 1975 (v) 7550-7588 Washington Square 157 902 1,059 47 1973 (v) 5240-5300 Valley Industrial Blvd S 371 2,182 2,553 115 1975 (v) 1565 First Avenue NW 496 2,912 3,408 134 1978 (v) 7125 Northland Terrace 767 4,357 5,124 186 1996 (v) 6900 Shady Oak Road 340 1,945 2,285 85 1980 (v) 6477-6525 City West Parkway 819 4,703 5,522 150 1984 (v) 500-530 Kasota Avenue SE 429 2,462 2,891 61 1976 (v) 770-786 Kasota Avenue SE 344 1,977 2,321 49 1976 (v) 800 Kasota Avenue SE 592 3,404 3,996 78 1976 (v) 2530-2570 Kasota Avenue 424 2,469 2,893 62 1976 (v) NASHVILLE - --------- 1621 Heil Quaker Boulevard 430 2,799 3,229 298 1975 (v) 417 Harding Industrial Drive 763 5,508 6,271 1,086 1972 (v) 520 Harding Industrial Drive (p) 1,052 6,507 7,559 525 1975 (v) 3099 Barry Drive 424 2,422 2,846 136 1995 (v) 3150 Barry Drive 987 5,618 6,605 316 1993 (v) 5599 Highway 31 West 571 3,254 3,825 183 1995 (v) 1650 Elm Hill Pike 331 1,929 2,260 63 1984 (v) 1821 Air Lane Drive 151 857 1,008 27 1984 (v) 1102 Appleton Drive 154 874 1,028 28 1984 (v) 1920 Air Lane Drive 251 1,436 1,687 54 1985 (v) 1931 Air Lane Drive 495 2,891 3,386 108 1984 (v) 470 Metroplex Drive (p) 624 3,542 4,166 111 1986 (v) 1150 Antiock Pike 668 3,791 4,459 121 1987 (v) NORTHERN NEW JERSEY - ------------------- 116 Lehigh Drive 855 4,868 5,723 244 1986 (v) 60 Ethel Road West 264 1,553 1,817 63 1982 (v) 70 Ethel Road West 451 2,570 3,021 96 1979 (v) S-12
104 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ----------------------------- LOCATION (a) ------------------ ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ ----- 105 Neptune Boulevard Neptune, NJ 245 1,386 71 255 1,447 1,702 140 Hanover Avenue Hanover, NJ 457 2,588 348 475 2,918 3,393 601-629 Montrose Avenue South Plainfield, NJ 487 2,762 197 512 2,934 3,446 3 Marlen Hamilton, NJ 71 404 32 74 433 507 5 Marlen Hamilton, NJ 116 655 41 121 691 812 7 Marlen Hamilton, NJ 128 728 54 136 774 910 8 Marlen Hamilton, NJ 230 1,302 46 235 1,343 1,578 15 Marlen Hamilton, NJ 53 302 34 58 331 389 17 Marlen Hamilton, NJ 104 588 56 110 638 748 1 South Gold Drive Hamilton, NJ 106 599 44 112 637 749 5 South Gold Drive Hamilton, NJ 106 602 57 113 652 765 6 South Gold Drive Hamilton, NJ 58 332 33 63 360 423 7 South Gold Drive Hamilton, NJ 32 182 27 36 205 241 8 South Gold Drive Hamilton, NJ 103 584 43 109 621 730 9 South Gold Drive Hamilton, NJ 60 342 44 65 381 446 11 South Gold Drive Hamilton, NJ 183 1,039 66 192 1,096 1,288 12 South Gold Drive Hamilton, NJ 84 475 70 89 540 629 9 Princess Road Lawrenceville, NJ 221 1,254 84 231 1,328 1,559 11 Princess Road Lawrenceville, NJ 491 2,780 162 511 2,922 3,433 15 Princess Road Lawrenceville, NJ 234 1,328 273 245 1,590 1,835 17 Princess Road Lawrenceville, NJ 342 1,936 121 353 2,046 2,399 220 Hanover Avenue Hanover, NJ 1,361 7,715 421 1,420 8,077 9,497 244 Shefield Street Mountainside, NJ 201 1,141 75 210 1,207 1,417 30 Troy Road Hanover, NJ 128 727 39 134 760 894 15 Leslie Court Hanover, NJ 126 716 42 132 752 884 20 Leslie Court Hanover, NJ 84 474 32 88 502 590 25 Leslie Court Hanover, NJ 512 2,899 139 526 3,024 3,550 130 Algonquin Parkway Hanover, NJ 157 888 47 163 929 1,092 150 Algonquin Parkway Hanover, NJ 85 479 32 89 507 596 55 Locust Avenue Roseland, NJ 535 3,034 182 560 3,191 3,751 31 West Forest Street (p) Englewood, NJ 941 5,333 288 975 5,587 6,562 25 World's Fair Drive Franklin, NJ 285 1,616 83 297 1,687 1,984 14 World's Fair Drive Franklin, NJ 483 2,735 259 503 2,974 3,477 16 World's Fair Drive Franklin, NJ 174 988 77 183 1,056 1,239 18 World's Fair Drive Franklin, NJ 123 699 44 129 737 866 23 World's Fair Drive Franklin, NJ 134 758 47 140 799 939 12 World's Fair Drive Franklin, NJ 572 3,240 166 593 3,385 3,978 1 World's Fair Drive Franklin, NJ 632 3,581 160 654 3,719 4,373 2 World's Fair Drive Franklin, NJ 625 3,539 199 650 3,713 4,363 49 Napoleon Court Franklin, NJ 230 1,306 49 238 1,347 1,585 50 Napoleon Court Franklin, NJ 149 842 41 154 878 1,032 22 World's Fair Drive Franklin, NJ 364 2,064 110 375 2,163 2,538 26 World's Fair Drive Franklin, NJ 361 2,048 146 377 2,178 2,555 24 World's Fair Drive Franklin, NJ 347 1,968 112 362 2,065 2,427 12 Wright Way Oakland, NJ 410 2,321 110 424 2,417 2,841 NEW ORLEANS - ----------- 520-524 Elmwood Park Blvd (p) Jefferson, LA 926 5,248 225 949 5,450 6,399 125 Mallard St St. Rose, LA (i) 103 586 243 108 824 932 107 Mallard St. Rose, LA (i) 164 928 59 171 980 1,151 125 James Drive West St. Rose, LA (i) 246 1,392 81 257 1,462 1,719 161 James Drive West St. Rose, LA 298 1,687 240 304 1,921 2,225 150 James Drive East St. Rose, LA 399 2,258 100 409 2,348 2,757 115 James Drive West St. Rose, LA (i) 163 922 57 171 971 1,142 100 James Drive St. Rose, LA (i) 430 2,435 144 450 2,559 3,009 143 Mallard St St. Rose, LA (i) 143 812 56 151 860 1,011 160 James Drive East St. Rose, LA (i) 102 580 210 108 784 892 190 James Drive East St. Rose, LA (i) 205 1,160 113 214 1,264 1,478 120 Mallard St St. Rose, LA (i) 348 1,971 182 365 2,136 2,501 110 James Drive West St. Rose, LA (i) 143 812 65 150 870 1,020 150 Canvasback Dr St. Rose, LA 165 937 35 170 967 1,137 PHILADELPHIA - ------------ 212 Welsh Pool Road Exton, PA 160 886 81 171 956 1,127 230-240 Welsh Pool Road Exton, PA 154 851 80 164 921 1,085 264 Welsh Pool Road Exton, PA 147 811 58 155 861 1,016 254 Welsh Pool Road Exton, PA 152 842 142 170 966 1,136 256 Welsh Pool Road Exton, PA 82 452 42 87 489 576 213 Welsh Pool Road Exton, PA 149 827 107 164 919 1,083 251 Welsh Pool Road Exton, PA 144 796 75 154 861 1,015 ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS) - ---------------- -------- ---------- ------------ 105 Neptune Boulevard 54 1989 (v) 140 Hanover Avenue 146 1964/1988 (v) 601-629 Montrose Avenue 112 1974 (v) 3 Marlen 12 1981 (v) 5 Marlen 26 1981 (v) 7 Marlen 29 1982 (v) 8 Marlen 36 1982 (v) 15 Marlen 12 1982 (v) 17 Marlen 24 1981 (v) 1 South Gold Drive 24 1973 (v) 5 South Gold Drive 26 1974 (v) 6 South Gold Drive 13 1975 (v) 7 South Gold Drive 8 1976 (v) 8 South Gold Drive 23 1977 (v) 9 South Gold Drive 14 1980 (v) 11 South Gold Drive 41 1979 (v) 12 South Gold Drive 20 1980 (v) 9 Princess Road 48 1985 (v) 11 Princess Road 109 1985 (v) 15 Princess Road 99 1986 (v) 17 Princess Road 81 1986 (v) 220 Hanover Avenue 302 1987 (v) 244 Shefield Street 45 1965/1986 (v) 30 Troy Road 27 1972 (v) 15 Leslie Court 28 1971 (v) 20 Leslie Court 19 1974 (v) 25 Leslie Court 107 1975 (v) 130 Algonquin Parkway 33 1973 (v) 150 Algonquin Parkway 19 1973 (v) 55 Locust Avenue 119 1980 (v) 31 West Forest Street (p) 198 1978 (v) 25 World's Fair Drive 63 1986 (v) 14 World's Fair Drive 126 1980 (v) 16 World's Fair Drive 39 1981 (v) 18 World's Fair Drive 27 1982 (v) 23 World's Fair Drive 30 1982 (v) 12 World's Fair Drive 126 1981 (v) 1 World's Fair Drive 139 1983 (v) 2 World's Fair Drive 145 1982 (v) 49 Napoleon Court 36 1982 (v) 50 Napoleon Court 24 1982 (v) 22 World's Fair Drive 58 1983 (v) 26 World's Fair Drive 81 1984 (v) 24 World's Fair Drive 78 1984 (v) 12 Wright Way 90 1981 (v) NEW ORLEANS - ----------- 520-524 Elmwood Park Blvd (p) 150 1986 (v) 125 Mallard St 33 1984 (v) 107 Mallard 26 1985 (v) 125 James Drive West 40 1990 (v) 161 James Drive West 50 1986 (v) 150 James Drive East 64 1986 (v) 115 James Drive West 26 1986 (v) 100 James Drive 69 1980 (v) 143 Mallard St 23 1982 (v) 160 James Drive East 36 1981 (v) 190 James Drive East 35 1987 (v) 120 Mallard St 61 1981 (v) 110 James Drive West 25 1983 (v) 150 Canvasback Dr 26 1986 (v) PHILADELPHIA - ------------ 212 Welsh Pool Road 20 1975 (v) 230-240 Welsh Pool Road 19 1975 (v) 264 Welsh Pool Road 18 1975 (v) 254 Welsh Pool Road 19 1975 (v) 256 Welsh Pool Road 10 1975 (v) 213 Welsh Pool Road 19 1975 (v) 251 Welsh Pool Road 18 1975 (v) S-13
105 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ----------------------------- LOCATION (a) ------------------ ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- ------------- ---- ------------ ----- 253-255 Welsh Pool Road Exton, PA 113 626 59 121 677 798 151-161 Philips Road Exton, PA 191 1,059 95 204 1,141 1,345 210 Philips Road Exton, PA 182 1,005 89 193 1,083 1,276 215 Welsh Pool Road Exton, PA 67 372 137 77 499 576 102 Pickering Way Exton, PA 765 4,235 335 811 4,524 5,335 217 Welsh Pool Road Exton, PA 64 357 33 69 385 454 216 Philips Road Exton, PA 199 1,100 108 213 1,194 1,407 202 Philips Road Exton, PA 174 966 83 191 1,032 1,223 110 Thousand Oaks Blvd Morgantown, PA 416 2,300 240 446 2,510 2,956 20 McDonald Blvd Aston, PA 184 1,016 27 187 1,040 1,227 30 McDonald Blvd Aston, PA 135 748 49 142 790 932 PHOENIX - ------- 7340 South Kyrene Rd Tempe, AZ 1,495 8,469 45 1,499 8,510 10,009 7350 S Kyrene Road Tempe, AZ 818 4,634 89 821 4,720 5,541 7360 South Kyrene Rd Tempe, AZ 508 2,876 35 511 2,908 3,419 7343 South Hardy Drive Tempe, AZ 1,119 6,341 162 1,126 6,496 7,622 7333 South Hardy Drive Tempe, AZ 1,549 8,779 53 1,555 8,826 10,381 3906 East Broadway Road Phoenix, AZ 434 2,402 79 437 2,478 2,915 3908 East Broadway Road Phoenix, AZ 336 1,862 39 339 1,898 2,237 PORTLAND - -------- 5687 International Way (r) Milwaukee, OR (n) 430 2,385 91 440 2,466 2,906 5795 SW Jean Road (q) Lake Oswego, OR 427 2,362 82 435 2,436 2,871 12130 NE Ainsworth Circle (p) Portland, OR 523 2,898 97 533 2,985 3,518 5509 NW 122nd Ave (p) Milwaukee, OR (m) 244 1,351 49 249 1,395 1,644 6105-6113 NE 92nd Avenue (r) Portland, OR 884 4,891 186 898 5,063 5,961 8727 NE Marx Drive (q) Portland, OR 580 3,210 141 590 3,341 3,931 3910 SW 170th Ave Portland, OR 125 690 39 128 726 854 3388 SE 20th St. Portland, OR 73 405 28 76 430 506 5962-5964 NE 87th Ave Portland, OR 72 398 31 75 426 501 116 SE Yamhill Portland, OR 38 208 22 40 228 268 9106 NE Marx Drive Portland, OR 40 223 23 43 243 286 11620 NE Ainsworth Circle Portland, OR 152 839 34 156 869 1,025 11824 NE Ainsworth Circle Portland, OR 166 916 43 170 955 1,125 12124 NE Ainsworth Circle Portland, OR 207 1,148 53 212 1,196 1,408 1735 SE Highway 20 Bend, OR 180 995 51 184 1,042 1,226 2715 SE Raymond Portland, OR 159 880 52 163 928 1,091 1645 NE 72nd Ave Portland, OR 116 641 40 120 677 797 1630 SE 8th Ave. Portland, OR 140 775 29 144 800 944 9044 NE Marx Drive Portland, OR 83 459 35 86 491 577 2443 SE 4th Ave. Portland, OR 157 870 47 161 913 1,074 711 SE Stark St. Portland, OR 42 233 24 45 254 299 11632 NE Ainsworth Circle Portland, OR 799 4,422 169 812 4,578 5,390 NE 138th & Airport Way Portland, OR 931 5,155 125 946 5,265 6,211 14699 NE Airport Way Portland, OR 242 1,340 51 248 1,385 1,633 SALT LAKE - --------- 2255 South 300 West (t) Salt Lake City, UT 618 3,504 66 617 3,571 4,188 512 Lawndale Drive (u) Salt Lake City, UT 2,779 15,749 664 2,792 16,400 19,192 1270 West 2320 South West Valley, UT 138 784 38 142 818 960 1275 West 2240 South West Valley, UT 395 2,241 74 405 2,305 2,710 1288 West 2240 South West Valley, UT 119 672 25 122 694 816 2235 South 1300 West West Valley, UT 198 1,120 37 202 1,153 1,355 1293 West 2200 South West Valley, UT 158 896 31 162 923 1,085 1279 West 2200 South West Valley, UT 198 1,120 36 202 1,152 1,354 1272 West 2240 South West Valley, UT 336 1,905 71 344 1,968 2,312 1149 West 2240 South West Valley, UT 217 1,232 44 223 1,270 1,493 1142 West 2320 South West Valley, UT 217 1,232 42 223 1,268 1,491 SOUTHERN NEW JERSEY - ------------------- 2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 45 285 1,568 1,853 2 Springdale Road Cherry Hill, NJ 127 701 16 127 717 844 4 Springdale Road (p) Cherry Hill, NJ 335 1,853 43 336 1,895 2,231 6 Springdale Road Cherry Hill, NJ 99 547 17 99 564 663 8 Springdale Road Cherry Hill, NJ 259 1,436 33 260 1,468 1,728 12 Springdale Road Cherry Hill, NJ 279 1,545 55 280 1,599 1,879 1 Esterbrook Lane Cherry Hill, NJ 43 238 7 43 245 288 16 Springdale Road Cherry Hill, NJ 241 1,336 40 242 1,375 1,617 5 Esterbrook Lane Cherry Hill, NJ 241 1,336 29 242 1,364 1,606 ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/98 RENOVATED LIVES (YEARS) - ---------------- -------- ---------- ------------ 253-255 Welsh Pool Road 14 1975 (v) 151-161 Philips Road 24 1975 (v) 210 Philips Road 22 1975 (v) 215 Welsh Pool Road 20 1975 (v) 102 Pickering Way 94 1980 (v) 217 Welsh Pool Road 8 1975 (v) 216 Philips Road 25 1985 (v) 202 Philips Road 22 1972 (v) 110 Thousand Oaks Blvd 53 1987 (v) 20 McDonald Blvd 9 1988 (v) 30 McDonald Blvd 7 1988 (v) PHOENIX - ------- 7340 South Kyrene Rd 230 1996 (v) 7350 S Kyrene Road 127 1996 (v) 7360 South Kyrene Rd 79 1996 (v) 7343 South Hardy Drive 174 1997 (v) 7333 South Hardy Drive 239 1997 (v) 3906 East Broadway Road 27 3908 East Broadway Road 20 PORTLAND - -------- 5687 International Way (r) 27 1974 (v) 5795 SW Jean Road (q) 25 1985 (v) 12130 NE Ainsworth Circle (p) 31 1986 (v) 5509 NW 122nd Ave (p) 14 1995 (v) 6105-6113 NE 92nd Avenue (r) 52 1978 (v) 8727 NE Marx Drive (q) 34 1987 (v) 3910 SW 170th Ave 7 1987 (v) 3388 SE 20th St. 4 1981 (v) 5962-5964 NE 87th Ave 4 1979 (v) 116 SE Yamhill 2 1974 (v) 9106 NE Marx Drive 2 1969 (v) 11620 NE Ainsworth Circle 9 1992 (v) 11824 NE Ainsworth Circle 10 1992 (v) 12124 NE Ainsworth Circle 12 1984 (v) 1735 SE Highway 20 11 1995 (v) 2715 SE Raymond 9 1971 (v) 1645 NE 72nd Ave 7 1972 (v) 1630 SE 8th Ave. 8 1968 (v) 9044 NE Marx Drive 5 1986 (v) 2443 SE 4th Ave. 9 1964 (v) 711 SE Stark St. 3 1972 (v) 11632 NE Ainsworth Circle 47 1990 (v) NE 138th & Airport Way 55 1990 (v) 14699 NE Airport Way 14 1998 (v) SALT LAKE - --------- 97 1980 (v) 2255 South 300 West (t) 445 1981 (v) 512 Lawndale Drive (u) 21 1986 (v) 1270 West 2320 South 57 1986 (v) 1275 West 2240 South 17 1986 (v) 1288 West 2240 South 29 1986 (v) 2235 South 1300 West 23 1986 (v) 1293 West 2200 South 29 1986 (v) 1279 West 2200 South 52 1986 (v) 1272 West 2240 South 31 1986 (v) 1149 West 2240 South 31 1987 (v) 1142 West 2320 South SOUTHERN NEW JERSEY - ------------------- 29 1963 (v) 2-5 North Olnev Ave. 13 1968 (v) 2 Springdale Road 35 1963 (v) 4 Springdale Road (p) 10 1964 (v) 6 Springdale Road 27 1966 (v) 8 Springdale Road 32 1965 (v) 12 Springdale Road 5 1965 (v) 1 Esterbrook Lane 26 1967 (v) 16 Springdale Road 25 1966 (v) 5 Esterbrook Lane S-14
106 COSTS (b) CAPITALIZED INITIAL COST SUBSEQUENT TO LOCATION (a) ------------------ ACQUISITION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION - ---------------- --------------- ------------- ----- ---------- -------------- 2 Pin Oak Lane Cherry Hill, NJ 317 1,757 39 6 Esterbrook Lane Cherry Hill, NJ 165 914 25 3 Computer Drive Cherry Hill, NJ 500 2,768 120 19 Perina Blvd. Cherry Hill, NJ 161 889 22 28 Springdale Road Cherry Hill, NJ 192 1,060 28 3 Esterbrook Lane Cherry Hill, NJ 199 1,102 225 4 Esterbrook Lane Cherry Hill, NJ 234 1,294 30 26 Springdale Road Cherry Hill, NJ 227 1,257 24 1 Keystone Ave. Cherry Hill, NJ 227 1,223 37 1919 Springdale Road Cherry Hill, NJ 232 1,286 35 21 Olnev Ave. Cherry Hill, NJ 69 380 16 19 Olnev Ave. Cherry Hill, NJ 202 1,119 38 2 Keystone Ave. Cherry Hill, NJ 216 1,194 42 18 Olnev Ave. Cherry Hill, NJ 250 1,382 44 22 Springdale Road Cherry Hill, NJ 526 2,914 192 1998 Springdale Road Cherry Hill, NJ 17 96 34 55 Carnegie Drive Cherry Hill, NJ 550 3,047 69 57 Carnegie Drive Cherry Hill, NJ 739 4,109 102 ST. LOUIS - --------- 8921-8957 Frost Avenue Hazelwood, MO (d) 431 2,479 10 9043-9083 Frost Avenue Hazelwood, MO (d) 319 1,838 361 2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,261 1200 Andes Boulevard Olivette, MO 246 1,412 83 1248 Andes Boulevard Olivette, MO 156 907 52 1208-1226 Ambassador Boulevard Olivette, MO 235 1,351 1 1503-1525 Fairview Industrial Olivette, MO 112 658 110 2462-2470 Schuetz Road St. Louis, MO 174 1,004 1 10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 198 10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 13 11652-11666 Fairgrove Industrial Blvd St. Louis, MO 103 599 89 11674-11688 Fairgrove Industrial Blvd St. Louis, MO 118 689 27 2337 Centerline Drive Maryland Heights, MO 216 1,242 111 6951 N Hanley (p) Hazelwood, MO 405 2,295 1,437 4560 Anglum Road Hazelwood, MO 150 849 159 2760 South 1st Street St. Louis, MO 800 - 4,562 TAMPA - ----- 6614 Adamo Drive Tampa, FL 177 1,005 27 202 Kelsey Tampa, FL 602 3,409 129 6202 Benjamin Road Tampa, FL 203 1,151 70 6204 Benjamin Road Tampa, FL 432 2,445 194 6206 Benjamin Road Tampa, FL 397 2,251 158 6302 Benjamin Road Tampa, FL 214 1,212 97 6304 Benjamin Road Tampa, FL 201 1,138 116 6306 Benjamin Road Tampa, FL 257 1,457 99 6308 Benjamin Road Tampa, FL 345 1,958 132 5313 Johns Road Tampa, FL 204 1,159 66 5602 Thompson Center Court Tampa, FL 115 652 39 5411 Johns Road Tampa, FL 230 1,304 81 5525 Johns Road Tampa, FL 192 1,086 62 5607 Johns Road Tampa, FL 102 579 54 5709 Johns Road Tampa, FL 192 1,086 63 5711 Johns Road Tampa, FL 243 1,376 132 4410 E Adamo Drive Tampa, FL 523 2,962 220 4420 E Adamo Drive Tampa, FL 127 718 58 4430 E Adamo Drive Tampa, FL 333 1,885 169 4440 E Adamo Drive Tampa, FL 348 1,975 114 4450 E Adamo Drive Tampa, FL 253 1,436 115 5453 W Waters Avenue Tampa, FL 71 402 75 5455 W Waters Avenue Tampa, FL 307 1,742 145 5553 W Waters Avenue Tampa, FL 307 1,742 134 5501 W Waters Avenue Tampa, FL 154 871 63 5503 W Waters Avenue Tampa, FL 71 402 31 5555 W Waters Avenue Tampa, FL 213 1,206 67 5557 W Waters Avenue Tampa, FL 59 335 25 5463 W. Waters Ave Tampa, FL (l) 497 2,751 444 5903 Johns Road Tampa, FL 88 497 42 4107 N Himes Avenue Tampa, FL 568 3,220 162 5461 W. Waters Ave Tampa, FL 261 1,062 GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/98 ------------------------------ ACCUMULATED BUILDING AND DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 12/31/98 RENOVATED LIVES(YEARS) - ---------------- ------ ----------- ----- ------------ ----------- ----------- 2 Pin Oak Lane 319 1,794 2,113 33 1968 (v) 6 Esterbrook Lane 166 938 1,104 17 1966 (v) 3 Computer Drive 502 2,886 3,388 54 1966 (v) 19 Perina Blvd. 161 911 1,072 17 1966 (v) 28 Springdale Road 192 1,088 1,280 20 1967 (v) 3 Esterbrook Lane 200 1,326 1,526 25 1968 (v) 4 Esterbrook Lane 235 1,323 1,558 25 1969 (v) 26 Springdale Road 228 1,280 1,508 24 1968 (v) 1 Keystone Ave. 222 1,265 1,487 23 1969 (v) 1919 Springdale Road 233 1,320 1,553 25 1970 (v) 21 Olnev Ave. 69 396 465 7 1969 (v) 19 Olnev Ave. 203 1,156 1,359 21 1971 (v) 2 Keystone Ave. 217 1,235 1,452 24 1966 (v) 18 Olnev Ave. 251 1,425 1,676 26 1974 (v) 22 Springdale Road 528 3,104 3,632 69 1977 (v) 1998 Springdale Road 18 129 147 5 1971 (v) 55 Carnegie Drive 552 3,114 3,666 58 1988 (v) 57 Carnegie Drive 742 4,208 4,950 78 1987 (v) ST. LOUIS - --------- 8921-8957 Frost Avenue 431 2,489 2,920 280 1971 (v) 9043-9083 Frost Avenue 319 2,199 2,518 213 1970 (v) 2121 Chapin Industrial Drive 614 5,637 6,251 4,228 1969/87 (v) 1200 Andes Boulevard 319 1,422 1,741 159 1967 (v) 1248 Andes Boulevard 157 958 1,115 150 1967 (v) 1208-1226 Ambassador Boulevard 235 1,352 1,587 152 1966 (v) 1503-1525 Fairview Industrial 112 768 880 112 1967 (v) 2462-2470 Schuetz Road 174 1,005 1,179 113 1965 (v) 10431-10449 Midwest Industrial Blvd 237 1,558 1,795 187 1967 (v) 10751 Midwest Industrial Boulevard 193 1,132 1,325 128 1965 (v) 11652-11666 Fairgrove Industrial Blv 103 688 791 91 1966 (v) 11674-11688 Fairgrove Industrial Blv 118 716 834 94 1967 (v) 2337 Centerline Drive 216 1,353 1,569 158 1967 (v) 6951 N Hanley (p) 419 3,718 4,137 210 1965 (v) 4560 Anglum Road 161 997 1,158 44 1970 (v) 2760 South 1st Street 822 4,540 5,362 30 1997 (v) TAMPA - ----- 6614 Adamo Drive 180 1,029 1,209 28 1967 (v) 202 Kelsey 619 3,521 4,140 95 1989 (v) 6202 Benjamin Road 211 1,213 1,424 32 1981 (v) 6204 Benjamin Road 454 2,617 3,071 75 1982 (v) 6206 Benjamin Road 416 2,390 2,806 64 1983 (v) 6302 Benjamin Road 224 1,299 1,523 37 1983 (v) 6304 Benjamin Road 209 1,246 1,455 39 1984 (v) 6306 Benjamin Road 269 1,544 1,813 42 1984 (v) 6308 Benjamin Road 362 2,073 2,435 55 1984 (v) 5313 Johns Road 213 1,216 1,429 33 1991 (v) 5602 Thompson Center Court 120 686 806 18 1972 (v) 5411 Johns Road 241 1,374 1,615 37 1997 (v) 5525 Johns Road 200 1,140 1,340 31 1993 (v) 5607 Johns Road 109 626 735 17 1991 (v) 5709 Johns Road 200 1,141 1,341 31 1990 (v) 5711 Johns Road 255 1,496 1,751 45 1990 (v) 4410 E Adamo Drive 550 3,155 3,705 85 1990 (v) 4420 E Adamo Drive 134 769 903 21 1990 (v) 4430 E Adamo Drive 345 2,042 2,387 54 1987 (v) 4440 E Adamo Drive 362 2,075 2,437 56 1988 (v) 4450 E Adamo Drive 266 1,538 1,804 41 1969 (v) 5453 W Waters Avenue 82 466 548 12 1987 (v) 5455 W Waters Avenue 326 1,868 2,194 50 1987 (v) 5553 W Waters Avenue 326 1,857 2,183 50 1987 (v) 5501 W Waters Avenue 162 926 1,088 25 1990 (v) 5503 W Waters Avenue 75 429 504 12 1990 (v) 5555 W Waters Avenue 221 1,265 1,486 34 1990 (v) 5557 W Waters Avenue 62 357 419 10 1990 (v) 5463 W. Waters Ave 560 3,132 3,692 78 1996 (v) 5903 Johns Road 93 534 627 14 1987 (v) 4107 N Himes Avenue 592 3,358 3,950 91 1990 (v) 5461 W. Waters Ave 262 1,061 1,323 4 1998 (v) S-15
107 COSTS GROSS AMOUNT CARRIED (b) CAPITALIZED AT CLOSE OF PERIOD 12/31/98 INITIAL COST SUBSEQUENT TO ------------------------------- LOCATION (a) ----------------- ACQUISITION BUILDING AND BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS OR COMPLETION LAND IMPROVEMENTS TOTAL - ---------------- ------------ ------------ ---- --------- -------------- ---- ------------ --------- OTHER - ----- 2800 Airport Road (s) Denton, TX 369 1,935 1,572 490 3,386 3,876 3501 Maple Street Abilene, TX 67 1,057 941 260 1,805 2,065 4200 West Harry Street (q) Wichita, KS 193 2,224 1,751 528 3,640 4,168 Industrial Park No. 2 West Lebanon, NH 723 5,208 175 776 5,330 6,106 931 Discovery Road Green Bay, WI 121 685 130 138 798 936 9580 Interport Dr Shreveport, LA 113 639 22 115 659 774 2675 Valley View Drive Shreveport, LA 144 - 5,080 277 4,947 5,224 300 10th Street NW Clarion, IA 35 - 2,727 165 2,597 2,762 DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND 53,583 3,460 5,639 56,103 6,579 62,682 -------- ---------- --------- -------- ---------- ---------- $386,448 $1,821,198 $ 336,318 $406,465 $2,137,499 $2,543,964 (x) ======== ========== ========= ======== ========== ========== ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE 12/31/98 RENOVATED LIVES (YEARS) --------------- ---------- ------------ OTHER - ----- 2800 Airport Road (s) 1,195 1965 (v) 3501 Maple Street 630 1980 (v) 4200 West Harry Street (q) 1,275 1972 (v) Industrial Park No. 2 1,866 1968 (v) 931 Discovery Road 31 1997 (v) 9580 Interport Dr 18 1989 (v) 2675 Valley View Drive 31 1997 (v) 300 10th Street NW 16 1997 (v) - (w) -------- DEVELOPMENTS / REDEVELOPMENTS / VACANT LAND $175,886 ======== NOTES: (a) See description of encumbrances in Note 6 to Notes to Consolidated Financial statements. (b) Initial cost for each respective property is total acquisition costs associated with its purchase. (c) These properties are owned by the Securities Partnership. The Securities Partnership guarantees the payment on the Series A Preferred Stock of dividends and amounts upon redemption, liquidation, dissolution or winding-up. (d) These properties collateralize the 1995 Mortgage Loan. (e) These properties collateralize the CIGNA Loan. (f) These properties collateralize the Assumed Loans. (g) This property collateralizes the LB Mortgage Loan II. (h) This property collateralizes the Acquisition Mortgage Loan I. (i) These properties collateralize the Acquisition Mortgage Loan II. (j) These properties collateralize the Acquisition Mortgage Loan III. (k) These properties collateralize the Acquisition Mortgage Loan IV. (l) These properties collateralize the Acquisition Mortgage Loan V. (m) These properties collateralize the Acquisition Mortgage Loan VI. (n) These properties collateralize the Acquisition Mortgage Loan VII. (o) These properties collateralize the Acquisition Mortgage Loan VIII. (p) Comprised of two properties. (q) Comprised of three properties. (r) Comprised of four properties. (s) Comprised of five properties. (t) Comprised of seven properties. (u) Comprised of 29 properties. (v) Depreciation is computed based upon the following estimated lives: Buildings and Improvements 31.5 to 40 years Land Improvements 15 years Furniture, Fixtures and Equipment 5 to 10 years Tenant Improvements and Leasehold Improvements Life of lease (w) These properties represent vacant land, developments and redevelopments that have not been placed in service. (x) Excludes $37,632 of Construction in Progress and $1,437 of Furniture, Fixtures and Equipment. At December 31, 1998, the aggregate cost of land and buildings and equipment for federal income tax purpose was approximately $2.4 billion. S-16
108 FIRST INDUSTRIAL REALTY TRUST, INC. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION (continued) As Of December 31, 1998 (Dollars in thousands) The changes in total real estate assets for the three years ended December 31, 1998 are as follows: 1998 1997 1997 ----------- ----------- ----------- Balance, Beginning of Year .................................................... $ 1,994,346 $ 1,050,779 $ 757,516 Acquisition, Construction Costs and Improvements .............................. 683,619 975,168 305,153 Disposition of Assets ......................................................... (94,932) (31,601) (11,890) ----------- ----------- ----------- Balance, End of Year .......................................................... $ 2,583,033 $ 1,994,346 $ 1,050,779 =========== =========== =========== The changes in accumulated depreciation for the three years ended December 31, 1998 are as follows: 1998 1997 1996 ----------- ----------- ----------- Balance, Beginning of Year .................................................... $ 121,030 $ 91,457 $ 68,749 Depreciation for Year ......................................................... 57,565 35,286 24,542 Disposition of Assets ......................................................... (2,709) (5,713) (1,834) ----------- ----------- ----------- Balance, End of Year .......................................................... $ 175,886 $ 121,030 $ 91,457 =========== =========== =========== S-17
1 EXHIBIT 10.25 SEPARATION AGREEMENT Separation Agreement made this 11th day of November, 1998 by and between First Industrial Realty Trust, Inc., a Maryland corporation ("FR") and Michael T. Tomasz ("Mr. Tomasz"). RECITALS A. Mr. Tomasz is the President and Chief Executive Officer of FR and various of its subsidiaries, pursuant to a certain Employment Agreement (the "Employment Agreement") dated December 4, 1996 by and between FR and Mr. Tomasz; B. Mr. Tomasz is a member of the Board of Directors of FR and various of its subsidiaries; and C. Mr. Tomasz is desirous of resigning those positions to pursue other interests, and FR is willing to accept such resignations, all on the terms hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: AGREEMENT 1. Upon this Separation Agreement becoming effective in accordance with Paragraph 10 hereof, Mr. Tomasz will, and does hereby, resign all offices and all directorships from FR and all of its affiliates and subsidiaries including, without limitation, those entities set forth on Exhibit A attached hereto and made a part hereof. Without limitation of the foregoing, Mr. Tomasz hereby resigns as President and Chief Executive Officer of FR. 2. Mr. Tomasz will immediately assign and transfer to any individual(s) or entity(ies) designated by FR, all of his shares and other equity interests in any subsidiary or affiliate of FR (other than his retention of his OP Units in First Industrial, L.P.), including, without limitation, those affiliated or subsidiary entities set forth on Exhibit A. In furtherance of the foregoing, Mr. Tomasz will immediately assign and transfer to Anthony Muscatello all of his shares and other equity interests in FR Development Services, Inc. for a purchase price of $1,000, to be paid in cash by Mr. Muscatello. 3. Mr. Tomasz shall be entitled to the following benefits and payments on account of his separation of employment from FR and its affiliates and subsidiaries, in lieu and in satisfaction and settlement of any and all other benefits, payments and claims he might have under the Employment Agreement or otherwise, on account of or in respect of his employment and his separation of employment: a. FR shall continue to pay Mr. Tomasz his current salary at the rate of Three Hundred and Fifty Thousand Dollars ($350,000.00) per annum through December 31, 1998. In addition, Mr. Tomasz will be paid a bonus for 1998 in the amount of Four Hundred and Fifty Thousand Dollars ($450,000.00). b. FR will pay to Mr. Tomasz, as a lump sum severance payment, Two Million Three Hundred Twenty Five Thousand Dollars ($2,325,000.00). c. Notwithstanding the vesting schedule and the exercise time limits otherwise presently applicable thereto, all of Mr. Tomasz's options outstanding under the First Industrial Realty Trust Inc. 1994 and 1997 Stock Incentive Plans (317,000 shares) shall be fully vested, and Mr. Tomasz shall have a period of 36 months from the date of this Separation Agreement (i.e. by the close of business on November 10, 2001) to exercise any such options, failing which exercise such options shall automatically expire. 25
2 d. All of Mr. Tomasz's awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ($285,288) shall be fully vested, and Mr. Tomasz shall earn any accretions (estimated to be $57,767) that would otherwise have accrued to his account through December 31, 1998 had he still been employed by FR on that date. e. Mr. Tomasz shall relinquish and forego any options to which he might otherwise have been entitled under the First Industrial Realty Trust Consolidation Incentive Plan and, in lieu thereof, FR will award Mr. Tomasz options to purchase 13,700 shares of FR common stock, at a strike price of $30 per share, to be exercised if at all within 36 months of the date hereof (i.e. by the close of business on November 10, 2001). f. With respect to all restricted stock owned by Mr. Tomasz pursuant to the First Industrial Realty Trust Inc. 1997 Stock Incentive Plan (31,841 shares, including both shares acquired through grants and through conversion of equity in options granted under the 1994 Stock Incentive Plan): (i) FR waives any and all rights and options it might have now or in the future to reacquire or repurchase those shares and (ii) for purposes of lapse and extinguishment of any and all applicable transfer and other ownership restrictions, Mr. Tomasz shall be deemed to have voluntarily terminated service with FR as of the date hereof. g. All monies payable to Mr. Tomasz under Subparagraphs 3(a) [as to bonus only], (b) and (d) hereof shall be paid to him in a lump sum, on (but not before) January 2, 1999, subject to Subparagraph (i) below. h. FR shall continue for Mr. Tomasz (provided and only to the extent that such items are not available to him by virtue of other employment or positions secured after the date hereof) the "Post-Termination Perquisites and Benefits" (as defined in Section 3(b)(i)(z) of the Employment Agreement) for a period of 36 months after the date hereof; provided, however, that the parties acknowledge that the obligation to provide non-exclusive secretarial assistance, office space and accoutrements may be satisfied by the provision of such space and services at a so-called "Executive Center," or other commercial shared office suite facility. i. FR shall withhold from all amounts paid to Mr. Tomasz hereunder all federal and state taxes applicable to wages and salaries or compensation payable to employees. 4. Mr. Tomasz agrees that he shall be bound by and conform his future conduct with the provisions of Section 4 (Confidentiality and Loyalty) of the Employment Agreement. 5. Mr. Tomasz agrees that he shall be bound by the provisions of Section 5 (Non-Competition Covenant) of the Employment Agreement for the full term of the restrictive period described therein, being 36 months from the date hereof, with the following sole exception: Mr. Tomasz will not be in violation of the restrictive covenants of said Section 5 on account of his acquisition, for his own and sole account, of any real property or interest therein, using only his own financial resources and credit to consummate such purchase. For purposes of this paragraph, "for his own account" shall include any interest acquired by Mr. Tomasz's immediate family and/or trusts for the benefit of him and his immediate family, but shall preclude the ownership, directly or indirectly, of any equity or participating interest in such property, or in any entity directly or indirectly owning such property or owning an interest in any entity owning such property, by any person or entity whatsoever other than Mr. Tomasz, his immediate family and trusts for their benefit. For purposes hereof, ownership of equity or any participating interest shall include not only any outright ownership of an equity or participating interest, but also any otherwise characterized de facto or synthetic ownership of such interest, whether nominally characterized as participating or convertible debt, a participating leasehold estate or otherwise. 6. The provisions of Section 8 ("Indemnification") of the Employment Agreement shall continue to be binding upon FR and Mr. Tomasz. 2
3 7. Immediately upon this Separation Agreement becoming effective in accordance with Paragraph 10 hereof, the parties will issue a joint press release in the form of Exhibit B attached hereto and made a part hereof, and will agree to issue no other press release or make any other public communication with respect to Mr. Tomasz's employment or separation from employment; provided, however, that FR shall be entitled to make requisite and appropriate public disclosure of the terms of this Separation Agreement, without Mr. Tomasz's consent or approval, as required under applicable statutes, and the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange and other governmental agencies and bodies having jurisdiction over FR. Additionally, each party hereto agrees to refrain from publicly making any disparaging or other negative statements about the other, it being the intention of this Separation Agreement that neither party be blamed or disparaged or characterized as being culpable with respect to Mr. Tomasz's employment and/or this separation from employment. 8. FR agrees to use its best efforts to consummate the pending deferred exchange real estate transactions between Mr. Tomasz and an affiliate of FR, pursuant to the so-called "FR Exchange" program, and on the terms presently contemplated and approved by the FR Board of Directors. 9. For so long as Mr. Tomasz is required to file statements indicating his ownership pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder by the U.S. Securities and Exchange Commission with respect to the equity securities of FR, Mr. Tomasz shall: (i) promptly (and in any case within 2 days) report to the Chief Financial Officer of FR, any transaction by him in, or other change in his beneficial ownership of, such securities; (ii) timely and properly execute and file any such required statements utilizing forms prepared on his behalf by the Chief Financial Officer of FR; and (iii) neither execute nor file any such forms except as may be prepared on his behalf by the Chief Financial Officer of FR, except to the extent necessary to timely comply with his legal obligations. 10. This Separation Agreement, and all rights and obligations of the parties hereto, shall only become effective upon the approval and acceptance thereof by the Board of Directors of FR on or before 11:59 p.m. Central Standard Time on November 11, 1998. In the event that, for any reason whatsoever, such Board of Directors has not approved and accepted this Separation Agreement on or before that time (and notified Mr. Tomasz of such approval on or before the close of business on November 12, 1998), this Separation Agreement shall be null and void, and neither party shall have any rights or obligations with respect thereto. 11. (a) Mr. Tomasz, and his affiliates and all parties claiming by, through or under him, and their respective heirs, personal representatives, predecessors, successors and assigns (collectively the "Tomasz Releasors"), do hereby fully release, remise, acquit and forever discharge FR, its parent, subsidiaries and affiliates, and its and their past, present and future officers, directors, employees, servants, attorneys, representatives and managers, and all of the heirs, personal representatives, predecessors, successors and assigns of each of the foregoing (collectively, the "FR Releasees") of and from any and all claims, demands, rights, causes or causes of action, manners of action, suits, debts, sums of money, accounts, bills, covenants, undertakings, damages, executions, judgments, costs and expenses, whatsoever, whether known or unknown, matured, unmatured or contingent, potential or direct, at law or in equity, whether arising by statute, common law or otherwise, from the beginning of time to the Effective Date set out in Paragraph 10, that the Tomasz Releasors had, may now have or may have in the future (collectively, the "Tomasz Released Claims") including without limitation any such claims (i) arising out of or relating to the Employment Agreement; (ii) arising out of or relating to Mr. Tomasz's employment with and/or separation from FR and its affiliates and subsidiaries; (iii) arising under or relating to the Employer's policies and procedures, whether formal or informal; the United States or any state constitution; Title VII of the Civil Rights Act of 1964, as amended; the Civil Right Act of 1991; the Illinois Human Right Act; the Employee Retirement Income Security Act of 1974, as amended; the Age Discrimination in Employment Act; the Americans With Disabilities Act; Executive Order 11246; and any other federal, state or local statute, ordinance or regulation with respect to employment; and/or (iv) arising out of or relating to any other thing or matter whatsoever; provided, however, that, notwithstanding the foregoing, it is agreed and understood that nothing contained in this subparagraph (a) shall release any of the FR Releasees from, and the Tomasz Released Claims do not include, (x) any claim, undertaking, duty, obligation or liability under this Separation Agreement including, 3
4 without limitation Paragraph 6 hereof, and/or (y) any claim, undertaking, duty, obligation or liability under any documents executed and delivered under or in connection with the Separation Agreement. (b) FR, on behalf of itself and its affiliates and subsidiaries, all parties claiming by, through or under any of the foregoing, and any and all of their respective heirs, personal representatives, predecessors, successors and assigns (collectively, the FR Releasors") do hereby fully release, remise, acquit and forever discharge Mr. Tomasz, his agents, servants, attorneys, and personal representatives, and all of their respective heirs, personal representatives, predecessors, successors and assigns (collectively, the "Tomasz Releasees") of and from any and all claims, demands, rights, causes or causes of action, manners of action, suits, debts, sums of money, accounts, bills, covenants, undertakings, damages, executions, judgments, costs and expenses, whatsoever, whether known or unknown, matured, unmatured or contingent, potential or direct, at law or in equity, whether arising by statute, common law or otherwise, from the beginning of time to the Effective Date set forth in paragraph 10, that the FR Releasors had, may now have or may have in the future, (collectively, the "FR Released Claims") including without limitation any such claims (i) arising out of or relating to the Employment Agreement; (ii) arising out of or relating to Mr. Tomasz's employment and/or separation from FR and its affiliates and subsidiaries; and/or (iii) arising out of or relating to any other thing or matter whatsoever; provided, however, that notwithstanding the foregoing, it is agreed and understood that nothing contained in this subparagraph (b) shall release any of the Tomasz Releasees from, and the FR Released Claims do not include, (x) any claim, undertaking, duty, obligation or liability under this Separation Agreement, (y) any claim, undertaking, duty, obligation or liability under any documents executed and delivered under or in connection with this Separation Agreement and/or (z) any acts of criminal wrongdoing or fraud by Mr. Tomasz in connection with his employment at or relationship with FR and its affiliates and subsidiaries. 12. This Separation Agreement is intended to and does supersede and replace any and all rights, obligations and claims of the parties under the Employment Agreement, or otherwise, with respect to Mr. Tomasz's employment and his separation from employment, except with respect to continuing rights of FR and obligations of Mr. Tomasz herein specifically reserved. 13. This Separation Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns. 14. This Separation Agreement constitutes the entire agreement between the parties respecting the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements and arrangements with respect thereto, whether written or oral, except with respect to continuing rights of FR and obligations of Mr. Tomasz herein specifically reserved. This Separation Agreement may not be amended or modified except by a written agreement signed by Mr. Tomasz and FR. Only the Chairman of the Board or the President and Chief Executive Officer of FR may execute any such amendment or modification on behalf of FR. 15. This Separation Agreement shall be construed in accordance with the laws of the State of Illinois, without reference to the law regarding conflicts of law. 16. All notices given pursuant to this Separation Agreement shall be given in writing and shall be deemed given when received. Notices may be personally delivered, or delivered by overnight courier service or by facsimile. Notices to FR shall be addressed to the principal headquarters of FR (Facsimile No. (312) 344-4325), to the joint attention of the Chairman and the Chief Executive Officer, with a copy to FR's counsel, Barack Ferrazzano Kirschbaum Perlman & Nagelberg, 333 West Wacker Drive, Suite 2700, Chicago, Illinois 60606 (Facsimile No. (312) 984-3150), Attention: Dennis A. Ferrazzano. Notices to Mr. Tomasz shall be sent to the address set forth below Mr. Tomasz's signature on this Separation Agreement, with a copy to his counsel, Goldberg Kohn Bell Black Rosenbloom & Moritz, 55 East Monroe Street, Suite 3700, Chicago, Illinois 60606 (Facsimile No. (312) 332-2196), Attention: Dennis B. Black. Any party may change its notice address by notice given as above provided to the other party. 4
5 17. This Separation Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement as of the day and year first above written. FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation By: /s/ MICHAEL W. BRENNAN --------------------------------- Michael W. Brennan, Chief Operating Officer /s/ MICHAEL T. TOMASZ ------------------------------------ MICHAEL T. TOMASZ 2236 North Burling Chicago, Illinois 60614 Facsimile No. (773) 665-9294 5
6 EXHIBIT A FIRST INDUSTRIAL - SUMMARY OF POSITIONS - MICHAEL TOMASZ --------------------------------------------------------------------------------------------------- ENTITY NAME POSITION --------------------------------------------------------------------------------------------------- First Industrial Realty Trust, Inc. [Sole general partner of First Industrial, CEO, President L.P.] and Director --------------------------------------------------------------------------------------------------- First Industrial Securities Corporation [sole general Partner of First CEO, President Industrial Securities, L.P.] and Director --------------------------------------------------------------------------------------------------- First Industrial Pennsylvania Corporation [sole general partner of First CEO, Industrial Pennsylvania, L.P.] President and sole Director --------------------------------------------------------------------------------------------------- First Industrial Harrisburg Corporation [sole general partner of First CEO, President Industrial Harrisburg, L.P.] and sole Director --------------------------------------------------------------------------------------------------- First Industrial Finance Corporation [sole general partner of First Industrial CEO, Financing Partnership, L.P.] President and Director --------------------------------------------------------------------------------------------------- First Industrial Mortgage Corporation [sole general partner of First Industrial CEO Mortgage Partnership, L.P.] President and Director --------------------------------------------------------------------------------------------------- FI Development Services Corporation [sole general partner of First Industrial Director Development Services, L.P.] --------------------------------------------------------------------------------------------------- First Industrial Indianapolis Corporation [sole general partner of First CEO, President Industrial Indianapolis, L.P.] --------------------------------------------------------------------------------------------------- First Industrial Management Corporation CEO and sole Director --------------------------------------------------------------------------------------------------- FR Acquisitions, Inc. CEO, President and sole Director --------------------------------------------------------------------------------------------------- FR Development Services, Inc. Director --------------------------------------------------------------------------------------------------- First Industrial Florida Finance Corporation CEO, President and Director --------------------------------------------------------------------------------------------------- First Industrial Enterprises of Michigan --------------------------------------------------------------------------------------------------- 6
7 EXHIBIT B PRESS RELEASE FIRST INDUSTRIAL NAMES MICHAEL W. BRENNAN PRESIDENT AND CHIEF EXECUTIVE OFFICER CHICAGO, November 11, 1998 - First Industrial Realty Trust, Inc. (NYSE:FR) has announced that Michael T. Tomasz, 56, has resigned as the Company's President and Chief Executive Officer and as a Director to pursue other personal and business interests. Effective immediately, the Board of Directors has appointed Michael W. Brennan, 41, as President and Chief Executive Officer. Brennan, a co-founder and Director of First Industrial, previously served as Chief Operating Officer. Before co-founding First Industrial, Brennan served as a president and executive officer in two of the Company's predecessors. Brennan has 19 years of experience in industrial real estate operations, investment and management. Tomasz commented, "To achieve First Industrial's next level of success, I believe this is a well-timed opportunity for me to step down and usher in a new era of leadership. Mike Brennan as both COO of the Company and my close partner for 12 years, has proven himself dynamic, dedicated and resourceful. He will do an excellent job managing the organization, which is primed to build upon and operate its national franchise. I have every confidence that Mike, in his expanded role, will further promote First Industrial's operational excellence." Brennan said, "Mike Tomasz has built First Industrial from its inception in 1994 to a national, $2.7 billion corporation. I would like to thank him for his vision to establish First Industrial as the country's premier owner and operator of industrial real estate. He has graciously agreed to be available to consult with the Company during this transition period. I am very pleased to be able to serve in this more extensive capacity and continue this vision." First Industrial Realty Trust, Inc. is a fully integrated, self-advised real estate company that owns and operates 70 million square feet of industrial real estate in the U.S. The Company's strategy is to create shareholder value through the operation of its national franchise, focusing on superior localized customer service, operational efficiencies, low-risk developments, and strategic and opportunity-driven acquisitions. 7
1 EXHIBIT 12.1 FIRST INDUSTRIAL REALTY TRUST, INC COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (DOLLARS IN THOUSANDS) 1998 1997 1996 1995 1994 ---------- -------- -------- -------- -------- Income from Operations Before Income Allocated to Minority Interest, Disposition of Interest Rate Protection Agreements and Restructuring and Abandoned Pursuit Costs Charge ............... $ 100,725 $ 64,949 $ 36,524 $ 19,756 $ 8,855 Plus: Interest Expense and Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ................. 72,750 52,671 32,240 33,029 26,461 ---------- -------- -------- -------- -------- Earnings Before Income Allocated to Minority Interest, Disposition of Interest Rate Protection Agreements, Restructuring and Abandoned Pursuit Costs Charge and Fixed Charges ..................... $ 173,475 117,620 68,764 52,785 35,316 ========== ======== ======== ======== ======== Fixed Charges and Preferred Stock Dividends (a) ................................ $ 107,003 $ 65,678 $ 36,660 $ 33,821 $ 26,511 ========== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (b) ................ 1.62x 1.79x 1.88x 1.56x 1.33x ========== ======== ======== ======== ======== (a) There was no preferred stock outstanding prior to November, 1995 (b) For purposes of computing the ratios of earnings to fixed charges and preferred stock dividends, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from operations before income allocated to minority interest, disposition of interest rate protection agreements and restructuring charge. Fixed charges consist of interest costs, whether expensed or capitalized and amortization of interest rate protection agreements and deferred financing charges.
1 EXHIBIT 21.1 FIRST INDUSTRIAL REALTY TRUST, INC. SUBSIDIARIES OF THE REGISTRANT STATE OF INCORPORATION NAME FORMATION REGISTERED NAMES IN FOREIGN JURISDICTIONS - ------------------------------------------------ ------------- ------------------------------------------------- First Industrial, L.P. Delaware First Industrial (Alabama), Limited Partnership First Industrial (Michigan), Limited Partnership First Industrial (Minnesota), Limited Partnership First Industrial (Tennessee), L.P. First Industrial Limited Partnership First Industrial Finance Corporation Maryland N/A First Industrial Financing Partnership, L.P. Delaware First Industrial Financing Partnership, Limited Partnership First Industrial Financing Partnership (Alabama), Limited Partnership First Industrial Financing Partnership (Minnesota), Limited Partnership First Industrial Financing Partnership (Wisconsin), Limited Partnership First Industrial Management Corporation Maryland N/A First Industrial Enterprises of Michigan, Inc. Michigan N/A (Formerly Damone/Andrew Enterprises, Inc.) First Industrial Group of Michigan, Inc. Michigan N/A (Formerly Damone/Andrew Enterprises, Inc.) First Industrial of Michigan, Inc. (Formerly Michigan N/A Damone/Andrew Incorporated) First Industrial Associates of Michigan, Inc. Michigan N/A (Formerly Damone/Andrew Associates, Inc.) First Industrial Construction Company of Michigan N/A Michigan, Inc. (Formerly Damone/Andrew Construction Company) FR Acquisitions, Inc. Maryland FIR Acquisitions, Inc. First Industrial Pennsylvania Corporation Maryland N/A First Industrial Pennsylvania, L.P. Delaware N/A First Industrial Harrisburg Corporation Maryland N/A First Industrial Harrisburg, L.P. Delaware N/A First Industrial Securities Corporation Maryland N/A First Industrial Securities, L.P. Delaware First Industrial Securities, Limited Partnership First Industrial Mortgage Corporation Maryland N/A First Industrial Mortgage Partnership, L.P. Delaware First Industrial MP, L.P.
2 First Industrial Indianapolis Corporation Maryland N/A First Industrial Indianapolis, L.P. Delaware N/A FI Development Services Corporation Maryland N/A (Formerly First Industrial Development Services, Inc.) First Industrial Development Services, L.P. Delaware N/A (Formerly First Industrial Development Services Group, L.P.) FI Development Services Group, L.P. Delaware N/A FR Development Services, L.L.C. Delaware N/A FR Development Services, Inc. Maryland N/A (Formerly First Industrial Development Services Group, L.P.) FR Brokerage Services, Inc. Maryland N/A (Formerly First Industrial Colorado, Inc.) FR Management Services, Inc. Maryland N/A (Formerly Pacifica Commercial Brokerage Group, Inc.) First Industrial Florida Finance Corporation Maryland N/A TK-SV, Ltd. Florida N/A First Industrial Telecommunications, L.L.C. Delaware N/A
1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of First Industrial Realty Trust, Inc. on Form S-3 (File No.s 33-95190, 333-03999, 333-21887, 333-57355, 333-43641, 333-64743 and 333-53835) and on Form S-8 (File No.s 33-95188, 333-36699 and 333-45317) of our reports dated February 16, 1999, on our audits of the consolidated financial statements of First Industrial Realty Trust, Inc. as of December 31, 1998 and 1997, and for the years ended December 31, 1998, 1997 and 1996 and the financial statement schedule as of December 31, 1998, which is included in this Annual Report on Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois March 16, 1999
5 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 21,823 0 11,982 (2,000) 0 31,805 2,583,033 (175,886) 2,272,163 100,044 1,191,882 379 0 18 1,054,379 2,554,462 0 349,702 0 (98,934) (89,646) (550) (71,833) 77,697 0 77,697 0 0 (1,976) 75,721 0 0