<PAGE> 1
FORM 10-Q/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
---------------------
Commission File Number 333-21873
----------------------
FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices)
(312) 344-4300
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
<PAGE> 2
FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1997
INDEX
<TABLE>
PAGE
PART I: FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996.................................. 2
Consolidated Statements of Operations for the Six Months Ended June 30, 1997
and June 30, 1996...................................................................................... 3
Consolidated Statements of Operations for the Three Months Ended June 30, 1997
and June 30, 1996...................................................................................... 4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997
and June 30, 1996...................................................................................... 5
Consolidated Notes to Financial Statements............................................................. 6-12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................................... 13-16
PART II: OTHER INFORMATION
Item 1. Legal Proceedings................................................................................ 17
Item 2. Changes in Securities............................................................................ 17
Item 3. Defaults Upon Senior Securities.................................................................. 17
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 17
Item 5. Other Information................................................................................ 17
Item 6. Exhibits and Reports on Form 8-K................................................................. 17-18
SIGNATURE.................................................................................................... 19
EXHIBIT INDEX............................................................................................... 20
</TABLE>
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
ASSETS
Assets:
Investment in Real Estate:
<S> <C> <C>
Land............................................................... $ 91,305 $ 55,425
Buildings and Improvements......................................... 496,472 291,942
Construction in Progress........................................... 504 6,414
Less: Accumulated Depreciation..................................... (13,601) (8,133)
---------- --------
Net Investment in Real Estate................................. 574,680 345,648
Investment in Other Real Estate Partnerships......................... 586,472 258,411
Cash and Cash Equivalents............................................ 7,428 4,295
Restricted Cash...................................................... 11,858 ---
Tenant Accounts Receivable, Net...................................... 2,910 1,021
Deferred Rent Receivable............................................. 1,877 1,280
Interest Rate Protection Agreements, Net............................. --- 1,723
Deferred Financing Costs, Net........................................ 4,537 1,140
Prepaid Expenses and Other Assets, Net............................... 22,838 8,604
---------- --------
Total Assets.................................................. $1,212,600 $622,122
========== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............................................... $ 49,684 $ 45,578
Senior Unsecured Debt................................................ 349,157 ---
Acquisition Facility Payable......................................... 55,000 4,400
Promissory Notes Payable............................................. --- 9,919
Accounts Payable and Accrued Expenses................................ 18,694 8,770
Rents Received in Advance and Security Deposits...................... 4,686 1,942
Distributions Payable................................................ 17,510 16,281
---------- --------
Total Liabilities............................................. 494,731 86,890
---------- --------
Commitments and Contingencies......................................... --- ---
Partners' Capital:
General Partner...................................................... 629,727 496,169
Limited Partners..................................................... 88,142 39,063
---------- --------
Total Partners' Capital....................................... 717,869 535,232
---------- --------
Total Liabilities and Partners' Capital....................... $1,212,600 $622,122
========== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------
Revenues:
<S> <C> <C>
Rental Income........................................................................ $32,447 $11,132
Tenant Recoveries and Other Income................................................... 7,831 4,071
------- -------
Total Revenues.................................................................. 40,278 15,203
------- -------
Expenses:
Real Estate Taxes.................................................................... 6,933 2,569
Repairs and Maintenance.............................................................. 1,715 494
Property Management.................................................................. 1,766 563
Utilities............................................................................ 1,160 465
Insurance............................................................................ 95 100
Other................................................................................ 514 257
General and Administrative........................................................... 2,642 2,058
Interest............................................................................. 9,107 1,908
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs............................................................. 8 50
Depreciation and Other Amortization.................................................. 6,243 2,684
------- -------
Total Expenses.................................................................. 30,183 11,148
------- -------
Income Before Disposition of Interest Rate Protection
Agreements, Gain on Sales of Properties, Equity in Income of Other
Real Estate Partnerships and Extraordinary Loss................................... 10,095 4,055
Disposition of Interest Rate Protection Agreements.................................. 4,038 ---
Gain on Sales of Properties......................................................... 460 4,320
------- -------
Income Before Equity in Income of Other Real Estate
Partnerships and Extraordinary Loss.................................................. 14,593 8,375
Equity in Income of Other Real Estate Partnerships................................... 8,030 9,619
------- -------
Income Before Extraordinary Loss..................................................... 22,623 17,994
Extraordinary Loss................................................................... (3,428) (821)
------- -------
Net Income........................................................................... $19,195 $17,173
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 1997 June 30, 1996
------------- ----------------
Revenues:
<S> <C> <C>
Rental Income................................................................. $17,757 $ 7,128
Tenant Recoveries and Other Income............................................ 3,622 2,155
------- -------
Total Revenues.......................................................... 21,379 9,283
------- -------
Expenses:
Real Estate Taxes............................................................. 3,745 1,543
Repairs and Maintenance....................................................... 631 363
Property Management........................................................... 925 410
Utilities..................................................................... 523 349
Insurance..................................................................... 47 81
Other......................................................................... 226 195
General and Administrative.................................................... 1,385 960
Interest...................................................................... 6,758 1,317
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs................................................... 187 (14)
Depreciation and Other Amortization........................................... 3,243 1,654
------- -------
Total Expenses.......................................................... 17,670 6,858
------- -------
Income Before Disposition of Interest Rate Protection Agreements,
Gain on Sales of Properties, Equity in Income of
Other Real Estate Partnerships and Extraordinary Loss......................... 3,709 2,425
Disposition of Interest Rate Protection Agreements............................ 4,038 ---
Gain on Sales of Properties................................................... 460 4,320
------- -------
Income Before Equity in Income of Other Real Estate
Partnerships and Extraordinary Loss........................................ 8,207 6,745
Equity in Income of Other Real Estate Partnerships............................ 2,196 5,123
------- -------
Income Before Extraordinary Loss.............................................. 10,403 11,868
Extraordinary Loss............................................................ (3,428) ---
------- -------
Net Income.................................................................... $ 6,975 $11,868
======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income................................................................... $ 19,195 $ 17,173
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation................................................................. 5,682 2,050
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs.................................................. 8 50
Other Amortization........................................................... 599 634
Disposition of Interest Rate Protection Agreements........................... (4,038) ---
Gain on Sales of Properties.................................................. (460) (4,320)
Equity in Income of Other Real Estate Partnerships........................... (8,030) (9,619)
Extraordinary Loss........................................................... 3,428 821
Provision for Bad Debts...................................................... 79 50
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets................................................ (11,814) (1,667)
(Increase) Decrease in Deferred Rent Receivable.............................. (629) 127
Increase (Decrease) in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits.................................................................. 3,769 (367)
Organization Costs........................................................... (20) (14)
Decrease in Restricted Cash.................................................. --- 2,557
--------- ---------
Net Cash Provided by Operating Activities................................. 7,769 7,475
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to Investment in Real Estate......................... (184,096) (108,249)
Contributions to Investment in Other Real Estate
Partnerships................................................................. (349,455) (16,431)
Distributions from Investment in Other Real Estate
Partnerships................................................................. 29,424 13,938
Proceeds from Sales of Investment in Real Estate............................. 12,182 12,119
Funding of Mortgage Loans Receivable......................................... (3,708) ---
Increase in Restricted Cash.................................................. (11,858) ---
--------- ---------
Net Cash Used in Investing Activities..................................... (507,511) (98,623)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions................................................................ 145,504 106,343
Distributions................................................................ (33,185) (22,431)
Preferred Distributions...................................................... (1,117) ---
Proceeds from Acquisition Facilities Payable................................. 220,200 29,348
Repayments on Acquisition Facilities Payable................................. (169,600) (57,923)
Proceeds from Mortgage Loans Payable......................................... --- 36,750
Repayments on Mortgage Loans Payable......................................... (399) (206)
Repayments on Construction Loans Payable..................................... --- (4,873)
Repayment of Promissory Notes Payable........................................ (9,919) ---
Proceeds from Defeasance Loan................................................ 309,800 ---
Repayment of Defeasance Loan................................................. (309,800) ---
Proceeds from Senior Unsecured Debt.......................................... 349,150 ---
Proceeds from Sale of Interest Rate Protection .............................. 6,440 ---
Other Proceeds from Senior Unsecured Debt.................................... 2,246 ---
Debt Issuance Costs.......................................................... (6,445) (736)
--------- ---------
Net Cash Provided by Financing Activities................................. 502,875 86,272
--------- ---------
Net Increase (Decrease) in Cash and Cash
Equivalents............................................................... 3,133 (4,876)
Cash and Cash Equivalents, Beginning of Period............................... 4,295 6,493
--------- ---------
Cash and Cash Equivalents, End of Period..................................... $ 7,428 $ 1,617
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1. ORGANIZATION AND FORMATION OF COMPANY
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 88.0% ownership interest at June 30, 1997. The Company also owns
preferred units with an aggregate liquidation priority of $150 million. The
limited partners owned approximately an 12.0% aggregate ownership interest at
June 30, 1997. The Company is a real estate investment trust (REIT) as
defined in the Internal Revenue Code. The Operating Partnership also owns a
wholly owned subsidiary named First Industrial Development Services Group,
L.L.C. As of June 30, 1997, the Operating Partnership directly owned 208
in-service properties, containing an aggregate of approximately 18.1 million
square feet of gross leasable area ("GLA"), as well as a 99% limited
partnership interest (subject in one case as described below to a preferred
limited partnership interest) in First Industrial Financing Partnership, L.P.
(the "Financing Partnership"), First Industrial Securities, L.P. (the
"Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the
"Mortgage Partnership"), First Industrial Pennsylvania Partnership, L.P. (the
"Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg
Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis
Partnership") and First Industrial Development Services Group, L.P. (together,
the "Other Real Estate Partnerships"). On a combined basis, as of June 30,
1997, the Other Real Estate Partnerships owned 245 in-service properties
containing an aggregate of approximately 21.0 million square feet of GLA. Of
the 245 properties owned by the Other Real Estate Partnerships, 192 were owned
by the Financing Partnership, 19 were owned by the Securities Partnership, 23
were owned by the Mortgage Partnership, five were owned by the Pennsylvania
Partnership, five were owned by the Harrisburg Partnership and one was owned by
the Indianapolis Partnership.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest. Each
general partner of the Other Real Estate Partnerships is a wholly owned
subsidiary of the Company. The general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest which entitles it to receive a fixed quarterly
distribution, and results in it being allocated income in the same amount,
equal to the fixed quarterly dividend the Company pays on its 9.5% Series A
Preferred Stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim financial statements have been prepared in
accordance with the accounting policies described in the financial statements
and related notes included in the Operating Partnership's Amendment No. 3 to
Form S-3 as filed with the Securities and Exchange Commission on April 30, 1997
(the "Registration Statement"). These interim financial statements should be
read in conjunction with the December 31, 1996 audited financial statements and
notes thereto included in the Operating Partnership's Registration Statement.
The following notes to these interim financial statements highlight significant
changes to the notes included in the December 31, 1996 audited financial
statements included in the Operating Partnership's Registration Statement and
present interim disclosures as required by the Securities and Exchange
Commission.
6
<PAGE> 8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Tenant Accounts Receivable, net:
The Operating Partnership provides an allowance for doubtful accounts
against the portion of tenants accounts receivable which is estimated to be
uncollectible. Tenants accounts receivable in the balance sheets are shown net
of an allowance for doubtful accounts of $300 and $221 as of June 30, 1997 and
December 31, 1996, respectively.
Recent Accounting Pronouncements:
In February 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standard No. 129 ("FAS 129"),
"Disclosure of Information about Capital Structure," and is effective for
periods ending after December 15, 1997. This statement establishes standards
for disclosing information about an entity's capital structure. The financial
statements of the Operating Partnership are prepared in accordance with the
requirements of FAS No. 129.
In June 1997, the FASB issued Statement of Financial Standards No. 130,
"Reporting Comprehensive Income." This statement, effective for fiscal years
beginning after December 15, 1997, would require the Operating Partnership to
report components of comprehensive income in a financial statement that is
displayed with the same prominence as other financial statements.
Comprehensive income is defined by Concepts Statement No. 6, "Elements of
Financial Statements" as the change in the equity of a business enterprise
during a period from transactions and other events and circumstances from
nonowner sources. It includes all changes in equity during a period except
those resulting from investments by owners and distributions to owners. The
Operating Partnership has not yet determined its comprehensive income.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
This statement, effective for financial statements for periods beginning after
December 15, 1997, requires that a public business enterprise report financial
and descriptive information about its reportable operating segments.
Generally, financial information is required to be reported on the basis that
it is used internally for evaluating segment performance and deciding how to
allocate resources to segments. The Operating Partnership has not yet
determined the impact of this statement on its financial statements.
In order to conform with generally accepted accounting principles,
management, in preparation of the Operating Partnership's financial statements,
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of June 30, 1997 and December 31, 1996, and the reported amounts of revenues
and expenses for the three months and six months ended June 30, 1997 and 1996.
Actual results could differ from those estimates.
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary to present fairly the financial position of the
Operating Partnership as of June 30, 1997 and the results of operations for the
six months and three months ended June 30, 1997 and 1996 and the cash flows for
the six months ended June 30, 1997 and 1996 have been included.
7
<PAGE> 9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
3. INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS
The Investment in Other Real Estate Partnerships reflects the Operating
Partnership's 99% limited partnership equity interest in the entities
described in Note 1 to these financial statements.
Summarized financial information as derived from the financial statements
of the Other Real Estate Partnerships is presented below:
Condensed Combined Balance Sheets:
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
ASSETS
Assets:
<S> <C> <C>
Investment in Real Estate, Net...................................... $630,468 $613,685
Other Assets........................................................ 367,155 48,602
-------- --------
Total Assets...................................................... $997,623 $662,287
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............................................. $ 46,378 $346,504
Defeased Mortgage Loan Payable...................................... 300,000 ---
Other Liabilities................................................... 20,929 13,326
-------- --------
Total Liabilities................................................. 367,307 359,830
-------- --------
Partners' Capital................................................... 630,316 302,457
-------- --------
Total Liabilities and Partners' Capital........................... $997,623 $662,287
======== ========
</TABLE>
Condensed Combined Statements of Operations:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
Total Revenues........................................................ $ 58,502 $ 50,311
Property Expenses..................................................... (15,172) (14,297)
Interest Expense...................................................... (12,214) (12,088)
Amortization of Interest Rate Protection Agreements and
Deferred Financing Costs............................................ (1,371) (1,524)
Depreciation and Other Amortization................................... (11,468) (10,726)
Loss on Disposition of Interest Rate Protection Agreements............ (2,608) ---
Gain on Sales of Properties........................................... 3,538 ---
Extraordinary Loss.................................................... (9,135) ---
-------- --------
Net Income............................................................ $ 10,072 $ 11,676
======== ========
</TABLE>
8
<PAGE> 10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITY AND
PROMISSORY NOTES PAYABLE
In conjunction with an acquisition of a portfolio of properties on January
31, 1997, the Operating Partnership assumed two mortgage loans in the amount of
$3,800 (the "Lazarus Burman Mortgage Loan I") and $705 (the "Lazarus Burman
Mortgage Loan II") which are each collateralized by a property located in Long
Island, New York. The Lazarus Burman Mortgage Loan I bears interest at a fixed
interest rate of 10%, provides for interest only payments prior to maturity and
matures on July 11, 1998. The Lazarus Burman Mortgage Loan II is interest free
until February 1998 at which time the mortgage loan bears interest at 8% and
provides for interest only payments prior to maturity. The Lazarus Burman
Mortgage Loan II matures 180 days after the completion of a contingent event
relating to the environmental status of the property collateralizing the loan.
On April 4, 1997, the Operating Partnership borrowed $309.8 million from
an institutional lender (the "Defeasance Loan"). The Defeasance Loan was
unsecured, bore interest at LIBOR plus 1% and had a scheduled maturity of July
1, 1999. The gross proceeds from the Defeasance Loan were contributed to the
Financing Partnership which used the proceeds to purchase U.S. Government
Securities as substitute collateral to execute a legal defeasance of the 1994
Mortgage Loan (the "1994 Defeased Mortgage Loan"). The Defeasance Loan was
retired in May, 1997, with the net proceeds from the issuance of the 2007
Notes, the 2027 Notes and the 2011 Notes (as defined below). Due to the
prepayment of the Defeasance Loan, the Company has recorded an extraordinary
loss in the second quarter of 1997 of approximately $3.4 million. The
extraordinary loss consists of the write off of unamortized deferred financing
fees, legal costs and other expenses incurred in retiring the Defeasance Loan.
On May 13, 1997, the Operating Partnership issued $150 million (the "2007
Notes") and $100 million (the "2027 Notes") of senior unsecured debt which
mature on May 15, 2007 and May 15, 2027, respectively. The 2027 Notes are
redeemable, at the option of the holders thereof, on May 15, 2002. The 2007
Notes and the 2027 Notes bear a coupon interest rate of 7.60% and 7.15%,
respectively. Interest is paid semi-annually in arrears on May 15 and November
15. The issue prices of the 2007 Notes and the 2027 Notes were 99.965% and
99.854%, respectively. The Operating Partnership also entered into interest
rate protection agreements which were used to hedge the interest rate on the
2007 Notes and the 2027 Notes. Including the impact of the offering discount
and the interest rate protection agreements, the Operating Partnership's
effective interest rates on the 2007 Notes and the 2027 Notes are 7.61% and
7.04%, respectively. The 2007 Notes and 2027 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.
On May 22, 1997, the Operating Partnership issued $100 million of senior
unsecured debt which matures on May 15, 2011 (the "2011 Notes"). The 2011
Notes bear a coupon interest rate of 7.375%. Interest is paid semi-annually on
May 15 and November 15. The 2011 Notes are redeemable at the option of the
holder thereof, on May 15, 2004. The Operating Partnership received
approximately $1.7 million of proceeds from the holder of the 2011 Notes as
consideration for the put option. The Operating Partnership will amortize the
put option proceeds over the life of the put option as an adjustment to
interest expense. The issue price of the 2011 Notes was 99.348%. The
Operating Partnership also entered into an interest rate protection agreement
which was used to hedge the interest rate on the 2011 Notes. Including the
impact of the offering discount, the proceeds from the put option and the
interest rate protection agreement, the Operating Partnership's effective
interest rate on the 2011 Notes is 7.18%. The 2011 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.
9
<PAGE> 11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. MORTGAGE LOANS, SENIOR UNSECURED DEBT, ACQUISITION FACILITY AND
PROMISSORY NOTES PAYABLE, CONTINUED
The following table discloses certain information regarding the Operating
Partnership's mortgage loans, senior unsecured debt, acquisition facility and
promissory notes payable:
<TABLE>
<CAPTION>
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
-------------------------- ----------------------
JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31, JUNE 30, MATURITY
1997 1996 1997 1996 1997 DATE
-------- ------------- --------- ----------- --------- ----------
MORTGAGE LOANS PAYABLE
<S> <C> <C> <C> <C> <C> <C>
CIGNA Loan....................................... 36,093 36,363 -- -- 7.50% 4/1/03
Assumed Loans.................................... 9,086 9,215 -- -- 9.25% 1/1/13
Lazarus Burman Mortgage
Loan I......................................... 3,800 -- 56 -- 10.00% 7/11/98
Lazarus Burman Mortgage
Loan II....................................... 705 -- -- -- (1) (1)
-------- ------- ------ ----
Total $ 49,684 $45,578 $ 56 $ --
======== ======= ====== ====
SENIOR UNSECURED DEBT
- ---------------------
2007 Notes....................................... $149,948 (2) $ -- $1,494 $ -- 7.60% 5/15/07
2011 Notes....................................... 99,855 (2) -- 934 -- 7.38% 5/15/11 (3)
2027 Notes ...................................... 99,354 (2) -- 799 -- 7.15% 5/15/27 (4)
-------- ------- ------ ----
Total $349,157 $ -- $3,227
======== ======= ====== ====
ACQUISITION FACILITY PAYABLE
- ----------------------------
1996 Unsecured Acquisition
Facility....................................... $ 55,000 $ 4,400 $ 39 $ 3 8.50% (5) 4/1/00
======== ======= ====== ====
PROMISSORY NOTES PAYABLE
- ------------------------
Promissory Notes................................. $ -- $ 9,919 $ -- $ 68 -- 1/6/97
======== ======= ====== ====
</TABLE>
(1) The Lazarus Burman Mortgage Loan II is interest free until February 1998
at which time the mortgage loan bears interest at 8%. The loan matures as
described above.
(2) The 2007 Notes, 2011 Notes and 2027 Notes are net of unamortized
discounts of $52, $145 and $646, respectively.
(3) The 2011 Notes are redeemable at the option of the holder thereof, on May
15, 2004.
(4) The 2027 Notes are redeemable at the option of the holders thereof, on
May 15, 2002.
(5) In July 1997, the interest rate was converted to 6.38%.
The following is a schedule of maturities of the mortgage loans, senior
unsecured debt, acquisition facility, and promissory notes payable for the next
five years ending December 31, and thereafter:
<TABLE>
<CAPTION>
Amount
------
<S> <C>
1997 $ 345
1998 4,677
1999 950
2000 56,030
2001 1,116
Thereafter 390,861
--------
Total $453,979
========
</TABLE>
The maturity date of the Lazarus Burman Mortgage Loan II is based on a
contingent event. As a result, this loan is not included in the above table.
10
<PAGE> 12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. PARTNERS' CAPITAL
On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100 of a share of the Company's 8 3/4% Series B Cumulative
Preferred Stock (the "Series B Preferred Shares"), at an initial offering price
of $25 per Depositary Share. The net proceeds of approximately $96.3 million
were contributed to the Operating Partnership in exchange for 8 3/4% Series B
Preferred Units in the Operating Partnership, the economic terms of which will
be substantially identical to the Series B Preferred Shares. The Operating
Partnership will be required to make all required distributions on the Series B
Preferred Units (which will mirror the payments of distributions, including
accrued and unpaid distributions upon redemption, and of the liquidation
preference amount on the Series B Preferred Shares represented by the
Depositary Shares) prior to any distribution of cash or assets to the holders
of the Operating Partnership units or to the holders of any other equity
interests in the Operating Partnership, except for any other series of
preference units ranking on a parity with the Series B Preferred Units as to
distributions and/or liquidation rights and except for distributions required
to enable the Company to maintain its qualification as a REIT.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100 of a share of the Company's 8 5/8% Series C Cumulative
Preferred Stock (the "Series C Preferred Shares"), at an initial offering price
of $25 per Depositary Share. The net proceeds of approximately $48.0 million
were contributed to the Operating Partnership in exchange for 8 5/8% Series C
Preferred Units in the Operating Partnership, the economic terms of
which will be substantially identical to the Series C Preferred Shares. The
Operating Partnership will be required to make all required distributions on the
Series C Preferred Units (which will mirror the payments of distributions,
including accrued and unpaid distributions upon redemption, and of the
liquidation preference amount on the Series C Preferred Shares represented by
the Depositary Shares) prior to any distribution of cash or assets to the
holders of the Operating Partnership units or to the holders of any other equity
interests in the Operating Partnership, except for any other series of
preference units ranking on a parity with the Series C Preferred Units as to
distributions and/or liquidation rights and except for distributions required to
enable the Company to maintain its qualification as a REIT.
On January 20, 1997, the Operating Partnership paid a fourth quarter 1996
distribution of 50.5 cents per unit, totaling approximately $16.3 million. On
April 21, 1997, the Operating Partnership paid a first quarter 1997
distribution of 50.5 cents per unit, totaling approximately $16.9 million. On
July 21, 1997, the Operating Partnership paid a second quarter 1997
distribution of 50.5 cents per unit, totaling approximately $17.2 million.
On June 30, 1997, the Operating Partnership paid a second quarter prorated
preferred unit distribution of 27.95 cents per preferred unit on its Series B
Preferred Units, totaling in the aggregate approximately $1.1 million.
6. ACQUISITION OF REAL ESTATE
During the six months ended June 30, 1997, the Operating Partnership
acquired 70 existing industrial properties. The aggregate purchase price for
these properties totaled approximately $230.6 million, excluding costs incurred
in conjunction with the acquisition of the properties.
11
<PAGE> 13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
7. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Six Months Ended
--------------------------------------
June 30, 1997 June 30, 1996
-------------------- ----------------
<S> <C> <C>
Interest paid, net of capitalized interest................................. $ 5,856 $ 2,309
======== ========
Interest capitalized....................................................... $ 157 $ 41
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Distributions payable on Units and Series C Preferred Units................ $ 17,510 $ 12,759
======== ========
IN CONJUNCTION WITH THE PROPERTY ACQUISITIONS, THE FOLLOWING ASSETS
AND LIABILITIES WERE ASSUMED AND OPERATING PARTNERSHIP UNITS EXCHANGED:
Purchase of real estate...................................................... $230,625 $142,068
Accrued real estate taxes and security deposits.............................. (2,460) (1,642)
Mortgage loans............................................................... (4,505) (9,417)
Operating Partnerships units................................................. (53,471) (14,085)
-------- --------
$170,189 $116,924
======== ========
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Operating Partnership is involved in
legal actions arising from the ownership of its properties. In management's
opinion, the liabilities, if any, that may ultimately result from such legal
actions are not expected to have a materially adverse effect on the financial
position, results of operations or liquidity of the Operating Partnership.
The Operating Partnership has committed to the redevelopment of one bulk
warehouse property totaling approximately .1 million square feet. The
estimated total costs are approximately $1.2 million.
9. SUBSEQUENT EVENTS
From July 1, 1997 to August 12, 1997, the Company acquired 23 industrial
properties and one land parcel. The aggregate purchase price for these
acquisitions totaled approximately $36.4 million, excluding costs incurred in
conjunction with the acquisition of the properties.
10. PRO FORMA FINANCIAL INFORMATION
The pro forma financial information will be filed in an amendment to the
Operating Partnership's Form 8-K dated June 30, 1997 as filed on July 15, 1997.
12
<PAGE> 14
FIRST INDUSTRIAL, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of First Industrial, L.P.'s (the
"Operating Partnership") financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
At June 30, 1997, the Operating Partnership owned 208 in-service
properties with approximately 18.1 million square feet of gross leasable area
("GLA"), compared to 78 in-service properties with approximately 8.2 million
square feet of GLA at June 30, 1996. The addition of 133 properties acquired
or developed between July 1, 1996 and June 30, 1997 included the acquisitions
of 128 properties comprising approximately 9.9 million square feet and the
completed construction of five build-to-suit properties containing a total of
approximately .5 million square feet. The sales of three properties comprised
of approximately .5 million square feet were also completed between July 1,
1996 and June 30, 1997.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30,
1996
Rental income and tenant recoveries and other income increased by $25.1
million or 164.9% due primarily to the properties acquired or developed after
June 30, 1996. Revenues from properties owned prior to January 1, 1996,
increased by approximately $.1 million or 1.8% due to rent increases.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $7.7 million or 173.9% due primarily to the properties acquired or
developed after June 30, 1996. Expenses from properties owned prior to January
1, 1996, increased by approximately $.1 million or 6.8% due primarily to
additional snow removal expenses incurred in the Minneapolis metropolitan area
and general real estate tax increases incurred in the majority of the
Operating Partnership's geographical markets.
General and administrative expense increased by $.6 million due primarily
to the additional expenses associated with managing the Operating Partnership's
growing operations including additional professional fees relating to
additional properties owned and personnel to manage and expand the Operating
Partnership's business.
Interest expense increased by $7.2 million for the six months ended June
30, 1997 compared to the six months ended June 30, 1996 due primarily to an
increase in borrowings which were contributed to First Industrial Financing
Partnership, L.P. (the "Financing Partnership") to fund the purchase of U.S.
Government securities to legally defease the Financing Partnership's $300
million mortgage loan (the "1994 Defeased Mortgage Loan") and additional
borrowings to fund the acquisition of additional properties.
Depreciation and other amortization increased by $3.6 million due
primarily to the additional depreciation and amortization related to the
properties acquired after June 30, 1996.
The disposition of interest rate protection agreements in 1997 represents
the sale of the Operating Partnership's interest rate protection agreements.
The $.5 million gain on sales of properties resulted from the sale of two
properties located in Atlanta, Georgia. Gross proceeds from this sale were
approximately $12.2 million.
13
<PAGE> 15
Equity in Income of Other Real Estate Partnerships decreased by $1.6
million or 16.5% due primarily to one of the Other Real Estate Partnerships
incurring an extraordinary loss and a loss on disposition of interest rate
protection agreements which was partially offset by two of the Other Real
Estate Partnerships having a full six months of operations in 1997 compared to
a partial six months of operations in 1996.
The $3.4 million extraordinary loss in 1997 consists of the write-off of
unamortized deferred financing fees, legal costs and other expenses incurred in
retiring the Company's $309.8 million unsecured loan from an institutional
investor (the "Defeasance Loan").
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 TO THREE MONTHS ENDED JUNE
30, 1996
Revenues increased by $12.1 million or 130.3% due primarily to the
properties acquired or developed after June 30, 1996. Revenues from properties
owned prior to January 1, 1996, decreased by approximately $.4 million or 5.9%
due to a decrease in tenant recovery income charges due to a decrease in
property expenses incurred for the three months ended June 30, 1997.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $3.2 million or 107.3% due primarily to the properties acquired or
developed after June 30, 1996. Expenses from properties owned prior to January
1, 1996, decreased by approximately $.4 million or 17.7% due to a decrease in
utilities and insurance expenses in the majority of the Operating Partnership's
geographical markets.
General and administrative expense increased by $.4 million due primarily
to the additional expenses associated with managing the Operating Partnership's
growing operations including additional professional fees relating to
additional properties owned and personnel to manage and expand the Operating
Partnership's business.
Interest expense increased by $5.4 million for the three months ended June
30, 1997 compared to the three months ended June 30, 1996 due primarily to an
increase in borrowings which were contributed to the Financing Partnership to
fund the purchase of U.S Government securities to legally defease the 1994
Defeased Mortgage Loan and additional borrowings to fund the acquisition of
additional properties.
Depreciation and other amortization increased by $1.6 million due
primarily to the additional depreciation and amortization related to the
properties acquired after June 30, 1996.
The disposition of interest rate protection agreements in 1997 represents
the sale of the Operating Partnership's interest rate protection agreements.
The $.5 million gain on sales of properties resulted from the sale of two
properties located in Atlanta, Georgia. Gross proceeds from these sales were
approximately $12.2 million.
Equity in Income of Other Real Estate Partnerships decreased by $2.9
million or 57.1% due primarily to one of the Other Real Estate Partnerships
incurring an extraordinary loss and a loss on disposition of interest rate
protection agreements which was partially offset by one of the Other Real
Estate Partnerships having a full three months of operations in 1997 compared
to a partial three months of operations in 1996.
The $3.4 million extraordinary loss in 1997 consists of the write-off of
unamortized deferred financing fees, legal costs and other expenses incurred in
retiring the Company's Defeasance Loan.
14
<PAGE> 16
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 1997, the Operating Partnership's unrestricted cash and cash
equivalents totaled approximately $7.4 million and restricted cash was
approximately $11.9 million. Included in restricted cash are net proceeds from
the sale of properties. These sale proceeds will be disbursed as the Operating
Partnership exchanges into properties under Section 1031 of the Internal
Revenue Code.
Net cash provided by operating activities was $7.8 million for the six
months ended June 30, 1997 compared to $7.5 million for the six months ended
June 30, 1996. This increase is due primarily to an increase in net operating
income due to the operations of properties acquired or developed between July
1, 1996 and June 30, 1997, partially offset by an increase in tenant accounts
receivable and prepaid expenses and other assets.
Net cash used in investing activities increased to $507.5 million from
$98.6 million due primarily to a $309.8 million capital contribution to one of
the Other Real Estate Partnerships which used the funds to purchase U.S.
Government securities to legally defease the 1994 Defeased Mortgage Loan as
well as an increase in the acquisition of properties.
Net cash provided by financing activities increased to $502.9 million for
the six months ended June 30, 1997 from $86.3 million for the six months ended
June 30, 1996 due to an increase in borrowings to fund a capital contribution
to one of the Other Real Estate Partnerships as well as additional borrowings
during the six months ended June 30, 1997 to fund the acquisition of properties
which was partially offset by an increase in distributions for the six months
ended June 30, 1997 due to the issuance of additional Operating Partnership
units in 1996 and 1997 as well as an increase in per unit distributions.
The ratio of earnings to fixed charges and preferred stock distributions
was 2.55 for the six months ended June 30, 1997 compared to 7.82 for the six
months ended June 30, 1996. The decrease is primarily due to increased
interest expense as discussed in the "Results of Operations" above.
Between January 1, 1997 and June 30, 1997, the Operating Partnership
purchased 70 industrial properties comprising approximately 5.4 million square
feet, for an aggregate purchase price of approximately $230.6 million. The
acquisitions activity were financed with borrowings under the 1996 Unsecured
Acquisition Facility, the issuance of 1,786,172 Operating Partnership units and
$4.5 million of indebtedness assumed in connection with property acquisitions.
The Operating Partnership has committed to the redevelopment of one bulk
warehouse property totaling approximately .1 million square feet. The
estimated total costs are approximately $1.2 million. This redevelopment
is expected to be funded with cash flow from operations as well as borrowings
under the Operating Partnership's 1996 Unsecured Acquisition Facility.
On January 20, 1997, the Operating Partnership paid a fourth quarter 1996
distribution of 50.5 cents per unit, totaling approximately $16.3 million. On
April 21, 1997, the Operating Partnership paid a first quarter 1997
distribution of 50.5 cents per unit, totaling approximately $16.9 million. On
July 21, 1997, the Operating Partnership paid a second quarter 1997
distribution of 50.5 cents per unit, totaling approximately $17.2 million.
On June 30, 1997, the Operating Partnership paid a second quarter period
prorated preferred unit distribution of 27.95 cents per preferred unit on its
Series B Preferred Units, totaling in the aggregate approximately $1.1 million.
The Operating Partnership has considered its short-term (less than one
year) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these
15
<PAGE> 17
needs. The Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the minimum distribution required to maintain the First Industrial Realty
Trust, Inc.'s (the "Company") REIT qualification under the Internal Revenue
Code. The Operating Partnership anticipates that these needs will be met with
cash flows provided by operating activities.
The Operating Partnership expects to meet long-term (greater than one
year) liquidity requirements such as property acquisitions, scheduled debt
maturities, major renovations, expansions and other nonrecurring capital
improvements through long-term secured and unsecured indebtedness and the
issuance of additional Operating Partnership units. The Operating Partnership
may finance the development or acquisition of additional properties through
borrowings under the 1996 Unsecured Acquisition Facility. At June 30, 1997,
borrowings under the 1996 Unsecured Acquisition Facility bore interest at a
weighted average interest rate of 8.5% which was converted to an interest rate
of 6.38% in July, 1997. As of June 30, 1997, the Operating Partnership had
approximately $144.0 million available in additional borrowings under the 1996
Unsecured Acquisition Facility. While the Operating Partnership may sell
properties if property or market conditions make it desirable, the Operating
Partnership does not expect to sell assets in the foreseeable future to satisfy
its liquidity requirements.
OTHER
In February 1997, the FASB issued Statement of Financial Accounting
Standard No. 129 ("FAS 129"), "Disclosure of Information about Capital
Structure," and is effective for periods ending after December 15, 1997. This
statement establishes standards for disclosing information about an entity's
capital structure. The financial statements of the Operating Partnership are
prepared in accordance with the requirements of SFAS No. 129.
In June 1997, the FASB issued Statement of Financial Standards No. 130,
"Reporting Comprehensive Income." This statement, effective for fiscal years
beginning after December 15, 1997, would require 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 nonowner sources. It
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. The Operating Partnership
has not yet determined its comprehensive income.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
This statement, effective for financial statements for periods beginning after
December 15, 1997, requires that a public business enterprise report financial
and descriptive information about its reportable operating segments.
Generally, financial information is required to be reported on the basis that
it is used internally for evaluating segment performance and deciding how to
allocate resources to segments. The Operating Partnership has not yet
determined the impact of this statement on its financial statements.
16
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
1.1 Underwriting agreement relating to 7.60% Notes due 2007 and
7.15% Notes due 2027 (incorporated by reference to Exhibit 1 of
Form 8-K of First Industrial, L.P. dated May 8, 1997, File No.
333-21873).
4.1 Indenture, dated as of May 13, 1997 between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of 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).
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997 between
First Industrial, L.P. and First Trust National Association
relating to the $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 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).
4.3 Supplemental Indenture No, 2 dated as of May 22, 1997
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $100 million of 7 3/8% Notes
Due 2011 (incorporated by reference to Exhibit 4.4 of Form 10-Q
of First Industrial, L.P. for the fiscal quarter ended March 31,
1997, File No. 333-21873).
4.4 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).
4.5 Third Amended and Restated Limited Partnership Agreement of First
Industrial, L.P. (incorporated by reference to Exhibit 10 of Form
8-K of First Industrial, L.P. dated May 14, 1997, File No.
333-21873).
17
<PAGE> 19
Exhibit No. Description
4.6 Fourth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. (incorporated by reference to Exhibit
4 of the Form 8-K of First Industrial, L.P. dated June 13,
1997, File No. 333-21873).
4.7 First Amendment to the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P.
(incorporated by reference to Exhibit 10.3 of Form 10-Q of
First Industrial Realty Trust, Inc. For the fiscal quarter
ended June 30, 1997, File No. 1-13102)
4.8 Second Amendment to the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P.
(incorporated by reference to Exhibit 10.4 of Form 10-Q of
First Industrial Realty Trust, Inc. For the fiscal quarter
ended June 30, 1997, File No. 1-13102)
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 of Form 10-Q of First Industrial, L.P. for the
fiscal quarter ended June 30, 1997, File No. 333-21873)
Reports on Form 8-K and Form 8-K/A
Report on Form 8-K dated June 30, 1997, relating to the acquisition of 64
properties, one parking lot and land parcels for future development.
18
<PAGE> 20
SIGNATURE
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: August 26, 1997 By: /s/ Michael J. Havala
-----------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
19
<PAGE> 21
EXHIBIT INDEX
Exhibit No. Description
1.1 Underwriting agreement relating to 7.60% Notes due 2007 and
7.15% Notes due 2027 (incorporated by reference to Exhibit 1
of Form 8-K of First Industrial, L.P. dated May 8, 1997,
File No. 333-21873).
4.1 Indenture, dated as of May 13, 1997 between First
Industrial, L.P. and First Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.1 of 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).
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997
between First Industrial, L.P. and First Trust National
Association relating to the $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 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).
4.3 Supplemental Indenture No, 2 dated as of May 22, 1997
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $100 million of 7 3/8%
Notes Due 2011 (incorporated by reference to Exhibit 4.4 of
Form 10-Q of First Industrial, L.P. for the fiscal quarter
ended March 31, 1997, File No. 333-21873).
4.4 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).
4.5 Third Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. (incorporated by reference to Exhibit
10 of Form 8-K of First Industrial, L.P. dated May 14, 1997,
File No. 333-21873).
4.6 Fourth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. (incorporated by reference to Exhibit
4 of the Form 8-K of First Industrial, L.P. dated June 13,
1997, File No. 333-21873).
4.7 First Amendment to the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P.
(incorporated by reference to Exhibit 10.3 of Form 10-Q of
First Industrial Realty Trust, Inc. For the fiscal quarter
ended June 30, 1997, File No. 1-13102)
4.8 Second Amendment to the Fourth Amended and Restated Limited
Partnership Agreement of First Industrial, L.P.
(incorporated by reference to Exhibit 10.4 of Form 10-Q of
First Industrial Realty Trust, Inc. For the fiscal quarter
ended June 30, 1997, File No. 1-13102)
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 of Form 10-Q of First Industrial, L.P. for the
fiscal quarter ended June 30, 1997, File No. 333-21873)
20
