<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 1
Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
------------------
Commission File Number 333-21873
Date of Report (date of earliest event reported): NOVEMBER 6, 1998
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)
<PAGE> 2
ITEM 5. OTHER EVENTS
Since the filing of the First Industrial, L.P. (the "Operating
Partnership") Form 8-K dated April 6, 1998, as amended by the report on Form
8-K/A No. 1 filed on June 16, 1998, the Operating Partnership acquired 69
industrial properties from unrelated parties and one industrial property from a
related party during the period April 17, 1998 through November 6, 1998 and
partnerships in which the Operating Partnership owns a 99% limited partnership
interest (the "Other Real Estate Partnerships") purchased three industrial
properties from unrelated parties and one industrial property from a related
party during the period April 17, 1998 through November 6, 1998. The combined
purchase price of the 70 industrial properties acquired by the Operating
Partnership totaled approximately $102.0 million, excluding closing costs
incurred in conjunction with the acquisition of the industrial properties. The
combined purchase price of the four industrial properties acquired by the Other
Real Estate Partnerships totaled approximately $7.2 million, excluding closing
costs incurred in conjunction with the acquisition of the industrial properties.
The 70 industrial properties acquired by the Operating Partnership and the four
industrial properties acquired by the Other Real Estate Partnerships are
described below and were funded with either or a combination of working capital,
the issuance of limited partnership units in the Operating Partnership (the
"Units"), preferred capital contributions from the general partner, the
assumption of secured debt, borrowings under the Operating Partnership's $300
million unsecured revolving credit facility and the issuance of other unsecured
debt. The Operating Partnership and the Other Real Estate Partnerships will
operate the facilities as industrial rental property.
On September 28, 1998, the Operating Partnership, through a 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. Two limited liability
companies in which the Operating Partnership is the sole member, will own a 10%
equity interest in the September 1998 Joint Venture and will provide property
and asset management services to the September 1998 Joint Venture. The September
1998 Joint Venture acquired 104 industrial properties from unrelated parties and
seven industrial properties from the Operating Partnership during the period
October 9, 1998 through November 6, 1998. The combined purchase price of the 111
industrial properties acquired totaled approximately $171.0 million, excluding
closing costs incurred in conjunction with the acquisition of the industrial
properties. The 111 industrial properties acquired by the September 1998 Joint
Venture are described below and were funded with cash capital contributions made
by the partners of the September 1998 Joint Venture and the assumption and
issuance of secured debt. The September 1998 Joint Venture will operate these
facilities as industrial rental property.
PROPERTIES ACQUIRED BY THE OPERATING PARTNERSHIP AND THE OTHER REAL ESTATE
PARTNERSHIPS:
* On May 19, 1998, the Operating Partnership purchased a 56,400 square foot
light industrial property located in Arlington Heights, Illinois. The
purchase price for the property was approximately $1.7 million. The
property was purchased from Dynasty Property Group, an Illinois general
partnership.
* On May 21, 1998, the Operating Partnership purchased five light industrial
properties and four research and development/flex properties totaling
135,662 square feet located in St. Petersburg, Florida. The aggregate
purchase price for these properties was approximately $7.3 million. The
properties were purchased from Gandy/275 Associates, a Florida general
partnership.
* On June 10, 1998, the Other Real Estate Partnerships purchased an 88,000
square foot regional warehouse property located in Des Moines, Iowa for
approximately $1.9 million. The property was purchased from Jared R.
Johnson and Elaine E. Johnson.
* On June 23, 1998, the Operating Partnership purchased a 292,471 square foot
light industrial property located in Denver, Colorado from a firm in which
an officer of the Operating Partnership owned a 12.08% interest. The
purchase price for the property was approximately $12.2 million which was
funded with $8.1 million in cash and the issuance of 132,109 Units valued
at $4.1 million. The property was purchased from Pacifica Bryant Warehouse,
LLC, a Colorado limited liability company. Rental history had not commenced
as of the date of purchase.
* On June 30, 1998, the Operating Partnership purchased an 84,760 square foot
light industrial property located in Skokie, Illinois. The purchase price
for the property was approximately $2.6 million. The property was purchased
from 3 Com Corporation. This property was owner occupied prior to the date
of purchase.
1
<PAGE> 3
* On July 7, 1998, the Operating Partnership purchased one light industrial
property, one bulk warehouse property and one regional warehouse property
totaling 347,056 square feet located in Conyers, Georgia. The aggregate
purchase price for these properties was approximately $9.9 million. The
properties were purchased from Robert Pattillo Properties, Inc., a Georgia
corporation.
* On July 16, 1998, the Other Real Estate Partnerships purchased a 44,427
square foot research and development/flex property located in Tampa,
Florida from a firm in which an officer and an employee of the Operating
Partnership owned a 77.5% interest. The purchase price for the property was
approximately $3.2 million which was funded with $.6 million in cash, the
assumption of $2.6 million of debt and the issuance of 1,190 Units valued
at $0.03 million. The property was purchased from TK-SV, Ltd.
* On August 14, 1998, the Operating Partnership purchased two light
industrial properties totaling 87,462 square feet located in Phoenix,
Arizona. The aggregate purchase price for these properties was
approximately $5.0 million. The properties were purchased from Orsett/40th
Street and I & 10 Limited Partnership. Rental history commenced on
September 1, 1997.
* On August 18, 1998, the Operating Partnership purchased a 50,338 square
foot light industrial property located in Port Washington, New York. The
purchase price for the property was approximately $2.5 million.
The property was purchased from Seaview Harbor Associates.
* On August 31, 1998, the Operating Partnership purchased 34 light industrial
properties and two research and development/flex properties totaling
856,516 square feet located in Portland, Oregon. The aggregate purchase
price for these properties was approximately $44.5 million which was funded
with $28.5 million in cash, the assumption of $2.3 million in debt and the
issuance of 455,483 Units valued at $13.7 million. The properties were
purchased from D.W. Sivers Company, Sivers Investment Partnership, Dennis
W. Sivers, Sivers Family Real Property, L.L.C. and Wendell C. Sivers
Marital Trust.
* On September 30, 1998, the Other Real Estate Partnerships purchased two
light industrial properties totaling 50,900 square feet located in Aston,
Pennsylvania. The aggregate purchase price for these properties was
approximately $2.1 million. The properties were purchased from Richard C.
DeSantis and Paul C. Steelman, individually and as co-partners t/a Richard
DeSantis Developers.
* On September 30, 1998, the Operating Partnership purchased a 121,400 square
foot bulk warehouse property located in Lavergne, Tennessee. The purchase
price for the property was approximately $1.5 million. The property was
purchased from AMTROL, Inc., a Rhode Island corporation. Rental history had
not commenced as of the date of purchase.
* On October 13, 1998, the Operating Partnership purchased a 41,800 square
foot bulk warehouse property located in Romulus, Michigan. The purchase
price for the property was approximately $1.3 million. The property was
purchased from Airborne Express Corporation. This property was owner
occupied prior to the date of purchase.
* On October 21, 1998, the Operating Partnership purchased a 52,329 square
foot light industrial property located in Hauppauge, New York. The purchase
price for the property was approximately $2.3 million which was funded with
$2.3 million in cash and the issuance of 1,650 Units valued at $.04
million. The property was purchased from 275 Corpark Associates Company, a
New York partnership.
* On October 30, 1998, the Operating Partnership purchased a 20,000 square
foot light industrial property located in Dayton, Ohio. The purchase price
for the property was approximately $0.7 million which was funded with $.3
million in cash and the issuance of 13,704 Units valued at $.4 million. The
property was purchased from Trottwood Industrial Park, an Ohio general
partnership.
* On November 5, 1998, the Operating Partnership purchased nine light
industrial properties and three research and development/flex properties
totaling 291,168 square feet located in Richland Hills, Texas. The
aggregate purchase price for these properties was approximately $10.5
million which was funded with $7.7 million in cash, the assumption of $1.3
million in debt and the issuance of 60,000 Units valued at $1.5 million.
The properties were
2
<PAGE> 4
purchased from Priscilla Ann Hodges, Leland A. Hodges, III, Margery
Lynn Hodges Berry and Four Star Investments, Inc.
PROPERTIES ACQUIRED BY THE SEPTEMBER 1998 JOINT VENTURE:
* On October 9, 1998, the September 1998 Joint Venture purchased 61
industrial properties totaling 2,856,388 square feet. Of the 61 industrial
properties purchased, 47 properties are located in Houston, Texas; three
properties are located in McAllen, Texas; two properties are located in
Indianapolis, Indiana; two properties are located in Irving, Texas; two
properties are located in Nashville, Tennessee; one property is located in
Tampa, Florida; one property is located in Milwaukee, Wisconsin; one
property is located in Bolingbrook, Illinois; one property is located in
Des Plaines, Illinois; and one property is located in Romulus, Michigan.
The aggregate purchase price for these properties was approximately $94.8
million. Fifty-nine of the 61 industrial properties were purchased from
Investors Equity Fund, Inc./162516 Canada, Inc.; Investors Equity Fund,
Inc./168065 Canada, Inc.; Investors Equity Fund, Inc./167098 Canada, Inc.;
Investors Equity Fund, Inc.; KIRKWOOD Tech Associates, Ltd.; Greenbriar
III Associates, Ltd.; Jameel Warehouses, Inc.; Rockley Road Properties,
Inc.; AXXA, L.L.C.; 34th Street Building, Ltd.; Pinemont-Hempstead
Associates I, Ltd.; Pinemont-Hempstead Associates II, Ltd.; 11421 Todd Road
Limited Partnership; East Warehouse, L.L.C.; Houston Industrial Warehouses,
L.L.C.; Industrial Partners, L.L.C.; TMC Properties, L.L.C., a New Jersey
limited liability company; Merit 1995 Industrial Portfolio Limited
Partnership, a Texas limited partnership; Guion Road Associates, Inc.;
Southwest Centre, a Texas general partnership; MMC Capital Corp.; BVT Acorn
Distribution Center, Ltd., a Tennessee limited partnership; APPC Metroplex
Investors 1984, Ltd., L.P.; and Stair Realty, a Florida joint venture. Two
of the 61 industrial properties were purchased from the Operating
Partnership.
* On October 23, 1998, the September 1998 Joint Venture acquired six
industrial properties totaling 859,136 square feet. Of the six industrial
properties purchased, three properties are located in Wichita, Kansas; one
property is located in Addison, Illinois; one property is located in Aston,
Pennsylvania; and one property is located in Louisville, Kentucky. The
aggregate purchase price for these properties was approximately $20.0
million. The properties were purchased from Realco Investments; A.S.
Industrial Properties; Aston Investments; and Starker Services, Inc.
* On November 6, 1998, the September 1998 Joint Venture purchased 44
industrial properties totaling 1,442,842 square feet. Of the 44 industrial
properties purchased, 26 properties are located in Fort Worth, Texas; ten
properties are located in McAllen, Texas; five properties are located in
Ann Arbor, Michigan; one property is located in Clearwater, Florida; one
property is located in Deer Park, New York; and one property is located in
Cherry Hills, New Jersey. The aggregate purchase price for these
properties was approximately $56.2 million. Thirty-nine of the 44
industrial properties were purchased from Midway Brazos Partners, Ltd.,
O.P. Leonard. Jr.; Louise Leonard Keffler; Leonard Properties, et al;
Virginia Leonard Marital Trust; BMP Joint Venture, a Texas joint venture;
1016 Partnership, a Texas general partnership; Sally Elaine Wilson,
individually, as Independent Executor of the Estate of Darrell L. Wilson
(deceased) and as Testamentary Trustee under the Last Will and Testament
of Darrell L. Wilson (deceased) and Phillip Hunke; Corridor Commercial
Center Associates, a Florida general partnership; Wilson Partnership, a
Texas general partnership; Gilbert King and Kenneth Katzman, as Executors
under the Last Will and Testament of Jerome Krinsky; and C.H.O.C.K.
Associates, a New Jersey general partnership. Five of the 44 industrial
properties were purchased from the Operating Partnership.
3
<PAGE> 5
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Combined Historical Statements of Revenues and Certain
Expenses for the 1998 Acquisition B Properties - Unaudited.
Combined Historical Statements of Revenues and Certain
Expenses for the 1998 Acquisition II Properties and Notes
thereto with Independent Accountant's report dated December
31, 1998.
(b) Pro Forma Financial Information:
Pro Forma Balance Sheet as of September 30, 1998.
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1998.
Pro Forma Statement of Operations for the Year Ended
December 31, 1997.
(c) Exhibits.
Exhibits Number Description
--------------- -----------
23 Consent of PricewaterhouseCoopers LLP,
Independent Accountants
4
<PAGE> 6
INDEX TO FINANCIAL STATEMENTS
-----------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1998 ACQUISITION B PROPERTIES
- -----------------------------
Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition B Properties for the Nine Months Ended September 30, 1998
and the Year Ended December 31, 1997- Unaudited.................................... 6
1998 ACQUISITION I PROPERTIES
-----------------------------
Report of Independent Accountants.................................................. 7
Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition II Properties for the Nine Months Ended September 30, 1998
(Unaudited) and for the Year Ended December 31, 1997............................... 8
Notes to Combined Historical Statements of Revenues and Certain Expenses........... 9-10
PRO FORMA FINANCIAL INFORMATION
- -------------------------------
Pro Forma Balance Sheet as of September 30, 1998................................... 11
Pro Forma Statement of Operations for the Nine Months Ended September 30, 1998..... 12-13
Notes to Pro Forma Financial Statements............................................ 14-17
Pro Forma Statement of Operations for the Year Ended December 31, 1997............. 18-19
Notes to Pro Forma Financial Statement............................................. 20-24
</TABLE>
5
<PAGE> 7
1998 ACQUISITION B PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
The Combined Historical Statements of Revenues and Certain Expenses as
shown below, present the summarized results of operations of 18 of 74 industrial
properties acquired (of which 17 properties were acquired from unrelated parties
and one property was acquired from a related party) during the period April 17,
1998 through November 6, 1998 (collectively, the "1998 Acquisition B
Properties") by First Industrial, L.P. (the "Operating Partnership"). The
Combined Historical Statement of Revenues and Certain Expenses for the Nine
Months Ended September 30, 1998 includes operations only for the periods for
which the properties were not owned by the Operating Partnership. These
statements are exclusive of 48 properties (the "1998 Acquisition II Properties")
acquired by the Operating Partnership which have been audited and are included
elsewhere in this Form 8-K/A No. 1, four properties acquired by partnerships in
which the Operating Partnership has a 99% limited partnership interest, two
properties occupied by the previous owner prior to acquisition and two
properties in which rental history had not commenced prior to the date of
purchase.
The 1998 Acquisition B Properties were acquired for an aggregate
purchase price of approximately $29.4 million and have an aggregate gross
leaseable area of 749,252 square feet. A description of each property is
included in Item 5.
<TABLE>
<CAPTION>
FOR THE NINE FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
(UNAUDITED) (UNAUDITED)
---------------------- ---------------------
<S> <C> <C>
Revenues:
Rental Income................................. $ 1,556 $ 2,677
Tenant Recoveries and Other Income............ 401 786
---------------------- ---------------------
Total Revenues........................... 1,957 3,463
---------------------- ---------------------
Expenses:
Real Estate Taxes............................. 311 567
Repairs and Maintenance....................... 89 152
Property Management........................... 64 116
Utilities..................................... 15 23
Insurance..................................... 15 37
Other......................................... 13 22
--------------------- ---------------------
Total Expenses.......................... 507 917
---------------------- ---------------------
Revenues in Excess of Certain Expenses........... $ 1,450 $ 2,546
====================== =====================
</TABLE>
6
<PAGE> 8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of First Industrial, L.P.
We have audited the accompanying combined historical statement of
revenues and certain expenses of the 1998 Acquisition II Properties as described
in Note 1 for the year ended December 31, 1997. This financial statement is the
responsibility of the 1998 Acquisition II Properties' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No. 1 dated November 6, 1998 of First Industrial, L.P. and is not intended
to be a complete presentation of the 1998 Acquisition II Properties' revenues
and expenses.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the 1998
Acquisition II Properties for the year ended December 31, 1997 in conformity
with generally accepted accounting principles.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
December 31, 1998
7
<PAGE> 9
1998 ACQUISITION II PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1998 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1997
---------------------- ---------------------
<S> <C> <C>
Revenues:
Rental Income.................................. $ 3,524 $ 5,782
Tenant Recoveries and Other Income............. 305 606
---------------------- ---------------------
Total Revenues............................ 3,829 6,388
---------------------- ---------------------
Expenses:
Real Estate Taxes.............................. 420 682
Repairs and Maintenance........................ 107 189
Property Management............................ 67 83
Utilities...................................... 44 89
Insurance...................................... 42 51
Other.......................................... 23 30
---------------------- ---------------------
Total Expenses........................... 703 1,124
---------------------- ---------------------
Revenues in Excess of Certain Expenses........... $ 3,126 $ 5,264
====================== =====================
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE> 10
1998 ACQUISITION II PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses
(the "Statements") combined the results of operations of 48 industrial
properties acquired by First Industrial, L.P. (the "Operating Partnership")
during the period April 17, 1998 through November 6, 1998 (the "1998 Acquisition
II Properties").
The 1998 Acquisition II Properties were acquired for an aggregate
purchase price of approximately $55.0 million.
<TABLE>
<CAPTION>
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
--------------------- ------------ -------------------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Portland, Oregon 36 856,516 August 31, 1998 January 1, 1997
Richland Hills, Texas 12 291,168 November 5, 1998 January 1, 1997
------------ --------------------------
48 1,147,684
============ ==========================
</TABLE>
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1998 includes the operations
only for those periods for which the properties were not owned by the Operating
Partnership and reflects, in the opinion of management, all adjustments
necessary for a fair presentation of the interim statement. All such adjustments
are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation
and amortization, professional fees, and other costs not directly related to the
future operations of the 1998 Acquisition II Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates and
assumptions that affect the reported amounts of revenues and certain expenses
during the reporting period. Actual results could differ from these estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants based upon lease
terms. The effects of scheduled rent increases and rental concessions, if any,
are recognized on a straight-line basis over the term of the tenant's lease.
9
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1998 ACQUISITION II PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1998 Acquisition II Properties are leased to tenants under net,
semi-net and gross operating leases. Minimum lease payments receivable,
excluding tenant reimbursement of expenses, under noncancelable operating leases
in effect as of December 31, 1997 are approximately as follows:
<TABLE>
<CAPTION>
1998
Acquisition II
Properties
-----------------
<S> <C>
1998 $ 4,763
1999 4,167
2000 3,162
2001 2,491
2002 1,884
Thereafter 5,128
-----------------
Total $ 21,595
=================
</TABLE>
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FIRST INDUSTRIAL, L.P.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
First 1998 1998
Industrial, Acquisition Acquisition
L.P. B(1) II(1)
Inc. Properties Properties
(Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c)
--------------- -------------- -------------
<S> <C> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land................................$ 330,611 $ 641 $ 1,586
Buildings and Improvements.......... 1,831,145 3,634 8,986
Furniture, Fixtures and Equipment... 1,358 --- ---
Construction in Progress............ 6,054 --- ---
Less: Accumulated Depreciation...... (133,258) --- ---
--------------- -------------- -------------
Net Investment in Real Estate..... 2,035,910 4,275 10,572
Investment in Other Real Estate
Partnerships..... 342,789 --- ---
Investment in Joint Venture........... --- --- ---
Cash and Cash Equivalents............. 2,602 (3,894) (7,698)
Restricted Cash....................... 2,138 --- ---
Tenant Accounts Receivable, Net....... 9,254 --- ---
Deferred Rent Receivable.............. 9,680 --- ---
Deferred Financing Costs, Net........ 10,514 --- ---
Prepaid Expenses and Other Assets, .
Net.................................. 62,751 --- ---
------------- ------------ -------------
Total Assets......................$ 2,475,638 $ 381 $ 2,874
============= ============ =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable................$ 65,125 $ --- $ 1,348
Senior Unsecured Debt, Net............ 948,572 --- ---
Acquisition Facilities Payable........ 128,800 --- ---
Accounts Payable and Accrued Expenses. 64,409 --- ---
Rents Received in Advance and Security
Deposits............................. 17,760 --- ---
Distributions Payable................. 23,735 --- ---
------------- ------------ -------------
Total Liabilities................. 1,248,401 --- 1,348
============= ============ =============
Commitments and Contingencies........... --- --- ---
Partners' Capital:
General Partner Preferred Units....... 336,990 --- ---
General Partner Units................. 702,728 --- ---
Limited Partner Units................. 187,519 381 1,526
------------- ------------ -------------
Total Partners' Capital........... 1,227,237 381 1,526
============= ============ =============
Total Liabilities and Partners'
Capital........ $ 2,475,638 $ 381 $ 2,874
============= ============ =============
<CAPTION>
September
1998
Joint
Venture
Sale First
Properties Pro Forma Industrial,
(Historical) Adjustments L.P.
Note 2 (d) Note 2 (e) Pro Forma
------------ ------------ --------------
<S> <C> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land................................ $ (5,085) $ --- $ 327,753
Buildings and Improvements.......... (28,812) --- 1,814,953
Furniture, Fixtures and Equipment... --- --- 1,358
Construction in Progress............ --- --- 6,054
Less: Accumulated Depreciation...... --- --- (133,258)
------------ ------------ -------------
Net Investment in Real Estate..... (33,897) --- 2,016,860
Investment in Other Real Estate
Partnerships..... --- --- 342,789
Investment in Joint Venture........... --- 3,420 3,420
Cash and Cash Equivalents............. 33,897 (24,907) ---
Restricted Cash....................... --- --- 2,138
Tenant Accounts Receivable, Net....... --- --- 9,254
Deferred Rent Receivable.............. --- --- 9,680
Deferred Financing Costs, Net........ --- --- 10,514
Prepaid Expenses and Other Assets, .
Net.................................. --- --- 62,751
------------ ------------ -------------
Total Assets...................... $ --- $ (21,487) $ 2,457,406
============ ============ =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable................ $ --- $ --- $ 66,473
Senior Unsecured Debt, Net............ --- --- 948,572
Acquisition Facilities Payable........ --- (21,487) 107,313
Accounts Payable and Accrued Expenses. --- --- 64,409
Rents Received in Advance and Security
Deposits............................. --- --- 17,760
Distributions Payable................. --- --- 23,735
------------ ------------ -------------
Total Liabilities................. --- (21,487) 1,228,262
------------ ------------ -------------
Commitments and Contingencies........... --- --- ---
Partners' Capital:
General Partner Preferred Units....... --- --- 336,990
General Partner Units................. --- --- 702,728
Limited Partner Units................. --- --- 189,426
------------ ------------ -------------
Total Partners' Capital........... --- --- 1,229,144
------------ ------------ -------------
Total Liabilities and Partners'
Capital........ $ --- $ (21,487) $ 2,457,406
============ ============ =============
The accompanying notes are an integral part of the pro forma financial statement.
</TABLE>
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FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
<TABLE>
<CAPTION>
1998 1998 1998
First Acquisition Acquisition Acquisition
Industrial, A I B
L.P. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) Subtotal
Note 3 (a) Note 3 (b) Note 3 (c) Notes 3 (d) Carry forward
--------------- -------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental Income................................ $ 173,540 $ 990 $ 6,619 $ 1,556 $ 182,705
Tenant Recoveries and Other Income........... 39,956 478 1,164 401 41,999
--------------- -------------- ------------- ------------ --------------
Total Revenues......................... 213,496 1,468 7,783 1,957 224,704
--------------- -------------- ------------- ------------ --------------
EXPENSES:
Real Estate Taxes............................ 35,320 478 1,077 311 37,186
Repairs and Maintenance...................... 9,991 18 606 89 10,704
Property Management.......................... 8,543 13 272 64 8,892
Utilities.................................... 5,758 3 134 15 5,910
Insurance.................................... 596 12 58 15 681
Other........................................ 2,965 1 68 13 3,047
General and Administrative................... 9,830 --- --- --- 9,830
Interest..................................... 49,401 --- --- --- 49,401
Amortization of Interest Rate Protection
Agreements and Deferred Financing Costs..... 610 --- --- --- 610
Depreciation and Other Amortization.......... 39,804 --- --- --- 39,804
--------------- -------------- ------------- ------------ --------------
Total Expenses........................ 162,818 525 2,215 507 166,065
--------------- -------------- ------------- ------------ --------------
Income from Operations Before Equity in
Income of Other Real Estate Partnerships
and Loss in Equity of Joint Venture......... 50,678 943 5,568 1,450 58,639
Equity in Income of Other Real Estate
Partnerships................................ 21,489 --- --- --- 21,489
Loss in Equity of Joint Venture.............. --- --- --- --- ---
--------------- -------------- ------------- ------------ --------------
Income from Operations....................... 72,167 943 5,568 1,450 80,128
Gain on Sales of Properties, Net............. 692 --- --- --- 692
--------------- -------------- ------------- ------------ --------------
Income Before Cumulative Effect of Change
in Accounting Principle..................... 72,859 943 5,568 1,450 80,820
Less: Preferred Unit Distributions........... (19,458) --- --- --- (19,458)
--------------- -------------- ------------- ------------ --------------
Income Before Cumulative Effect of Change
in Accounting Principle Available to
Unitholders................................. $ 53,401 $ 943 $ 5,568 $ 1,450 $ 61,362
=============== ============== ============= ============ ==============
Income Before Cumulative Effect of Change
in Accounting Principle Available to
Unitholders Per Weighted Average Unit
Outstanding:
Basic (43,749,712 for September 30, 1998)... $ 1.22
================
Diluted (43,984,978 for September 30, 1998) $ 1.21
================
Pro Forma Income Before Cumulative Effect
of Change in Accounting Principle Available
to Unitholders Per Weighted Average Unit
Outstanding:
Basic (45,076,236 for September 30, 1998,
pro forma)..................................
Diluted (45,311,502 for September 30, 1998,
pro forma)..................................
The accompanying notes are an integral part of the pro forma financial statement.
</TABLE>
12
<PAGE> 14
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
<TABLE>
<CAPTION>
1998 September
Acquisition 1998 Joint
II Venture Sale First
Subtotal Properties Properties Pro Forma Industrial,
Carry (Historical) (Historical) Adjustments L.P.
Forward Note 3 (e) Note 3 (f) Note 3 (g) Pro Forma
--------------- ---------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental Income............................ $ 182,705 $ 3,524 $ (1,282) $ --- $ 184,947
Tenant Recoveries and Other Income....... 41,999 305 (190) --- 42,114
--------------- -------------- -------------- ------------- --------------
Total Revenues..................... 224,704 3,829 (1,472) --- 227,061
--------------- -------------- -------------- ------------- --------------
EXPENSES:
Real Estate Taxes........................ 37,186 420 (185) --- 37,421
Repairs and Maintenance.................. 10,704 107 (35) --- 10,776
Property Management...................... 8,892 67 (45) --- 8,914
Utilities................................ 5,910 44 (19) --- 5,935
Insurance................................ 681 42 (3) --- 720
Other.................................... 3,047 23 --- --- 3,070
General and Administrative............... 9,830 --- --- --- 9,830
Interest................................. 49,401 --- --- 6,279 55,680
Amortization of Interest Rate Protection
Agreements and Deferred Financing Costs. 610 --- --- --- 610
Depreciation and Other Amortization...... 39,804 --- --- 2,488 42,292
--------------- -------------- -------------- ------------- --------------
Total Expenses.................... 166,065 703 (287) 8,767 175,248
--------------- -------------- -------------- ------------- --------------
Income from Operations Before Equity in
Income of Other Real Estate Partnerships
and Loss in Equity of Joint Venture..... 58,639 3,126 (1,185) (8,767) 51,813
Equity in Income of Other Real Estate
Partnerships............................ 21,489 --- --- 976 22,465
Loss in Equity of Joint Venture.......... --- --- --- (24) (24)
--------------- -------------- -------------- ------------- --------------
Income from Operations................... 80,128 3,126 (1,185) (7,815) 74,254
Gain on Sales of Properties, Net......... 692 --- --- --- 692
--------------- -------------- -------------- ------------- ----------------
Income Before Cumulative Effect of Change
in Accounting Principle................. 80,820 3,126 (1,185) (7,815) 74,946
Less: Preferred Unit Distributions....... (19,458) --- --- (2,238) (21,696)
=============== ============== ============== ============= ================
Income Before Cumulative Effect of Change
in Accounting Principle Available to
Unitholders............................. $ 61,362 $ 3,126 $ (1,185) $ (10,053) $ 53,250
=============== ============== ============== ============= ================
Income Before Cumulative Effect of Change
in Accounting Principle Available to
Unitholders Per Weighted Average Unit
Outstanding:
Basic (43,749,712 for September 30, 1998)...
Diluted (43,984,978 for September 30, 1998)
Pro Forma Income Before Cumulative Effect
of Change in Accounting Principle Available
to Unitholders Per Weighted Average Unit
Outstanding:
Basic (45,076,236 for September 30, 1998,
pro forma).................................. $ 1.18
================
Diluted (45,311,502 for September 30, 1998, $ 1.18
pro forma).................................. ================
The accompanying notes are an integral part of the pro forma financial statement.
</TABLE>
13
<PAGE> 15
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
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 of the Operating Partnership is First Industrial Realty Trust,
Inc. (the "Company") with an approximate 83.8% ownership interest at September
30, 1998.
Since the filing of the Operating Partnership's Form 8-K dated April
6, 1998, as amended by the report on Form 8-K/A No. 1 filed on June 16, 1998,
the Operating Partnership acquired 69 industrial properties from unrelated
parties and one industrial property from a related party during the period April
17, 1998 through November 6, 1998 and partnerships in which the Operating
Partnership owns a 99% limited partnership interest (the "Other Real Estate
Parternships") purchased three industrial properties from unrelated parties and
one industrial property from a related party during the period April 17, 1998
through November 6, 1998. The combined purchase price of the 70 industrial
properties acquired by the Operating Partnership totaled approximately $102.0
million, excluding closing costs incurred in conjunction with the acquisition of
the industrial properties. The combined purchase price of the four industrial
properties acquired by the Other Real Estate Partnerships totaled approximately
$7.2 million, excluding closing costs incurred in conjunction with the
acquisition of the industrial properties. The 70 industrial properties acquired
by the Operating Partnership and the four industrial properties acquired by the
Other Real Estate Partnerships were funded with either or a combination of
working capital, the issuance of limited partnership units in the Operating
Partnership (the "Units"), preferred capital contributions from the general
partner, the assumption of secured debt, borrowings under the Operating
Partnership's $300 million unsecured revolving credit facility (the "1997
Unsecured Acquisition Facility") and the issuance of other unsecured debt. The
Operating Partnership and the Other Real Estate Partnerships will operate the
facilities as industrial rental property.
On September 28, 1998, the Operating Partnership, through a 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. Two limited liability
companies in which the Operating Partnership is the sole member, will own a 10%
equity interest in the September 1998 Joint Venture and will provide property
and asset management services to the September 1998 Joint Venture. The September
1998 Joint Venture acquired 104 industrial properties from unrelated parties and
seven industrial properties (the "September 1998 Joint Venture Sale Properties")
from the Operating Partnership during the period October 9, 1998 through
November 6, 1998. The combined purchase price of the 111 industrial properties
acquired totaled approximately $171.0 million, excluding closing costs incurred
in conjunction with the acquisition of the industrial properties. The 111
industrial properties acquired by the September 1998 Joint Venture were funded
with cash capital contributions made by the partners of the September 1998 Joint
Venture and the assumption and issuance of secured debt. The September 1998
Joint Venture will operate these facilities as industrial rental property.
The accompanying unaudited pro forma balance sheet and unaudited pro
forma statement of operations for the Operating Partnership reflect the
historical financial position of the Operating Partnership as of September 30,
1998, the historical operations of the Operating Partnership for the period
January 1, 1998 through September 30, 1998, adjusted by the acquisition of 30
properties (the "1998 Acquisition A Properties") and 111 properties (the "1998
Acquisition I Properties") during the period January 1, 1998 through April 16,
1998 which are reported on Form 8-K/A No. 1 dated April 6, 1998, the acquisition
of 18 properties (the "1998 Acquisition B Properties") and 48 properties (the
"1998 Acquisition II Properties") acquired and the sale of the September 1998
Joint Venture Sale Properties during the period April 17, 1998 through November
6, 1998 reported on this Form 8-K/A No. 1 dated November 6, 1998 and the
Operating Partnership's 99% equity interest in the operations of 24 industrial
properties purchased by the other Real Estate Partnerships during the period
January 1, 1998 through November 6, 1998 and the Operating Partnership's 10%
equity interest in the September 1998 Joint Venture.
The accompanying unaudited pro forma balance sheet as of September 30,
1998 has been prepared as if the properties acquired and sold subsequent to
September 30, 1998 had been acquired or sold, respectively, on September 30,
1998, the Operating Partnership's 10% equity interest in the September 1998
Joint Venture acquired after September 30, 1998 had been acquired on September
30, 1998 and the assumption of $1.3 million of secured debt had occurred on
September 30, 1998.
14
<PAGE> 16
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The accompanying unaudited pro forma statement of operations for the
nine months ended September 30, 1998 has been prepared as if the properties
acquired subsequent to December 31, 1997 had been acquired on either January 1,
1997 or the lease commencement date if the property was developed, the sale of
the September 1998 Joint Venture Sale Properties had been sold on January 1,
1997 and as if the Operating Partnership's 10% equity interest in the September
1998 Joint Venture and the Operating Partnership's 99% equity interest in the
operations of 24 industrial properties purchased by the Other Real Estate
Partnerships during the period January 1, 1998 through November 6, 1998 had
been acquired on January 1, 1997. In addition, the unaudited pro forma
statement of operations is prepared as if the assumption of $8.7 million of
secured debt, the issuance on March 31, 1998 of $100 million of unsecured debt
bearing interest at 6.5% which matures on April 5, 2011 (the "2011 Drs."), the
issuance on July 14, 1998 of $200 million of unsecured debt bearing interest at
7.60% which matures on July 15, 2028 (the "2028 Notes"), the issuance on
February 4, 1998 of the 7.95% Series D Preferred Units (the "Series D Preferred
Capital Contribution") and the issuance on March 18, 1998 of the 7.90% Series E
Preferred Units (the "Series E Preferred Capital Contribution") and the
issuance on April 23, 1998 of 1,112,644 general partnership units in the
Operating Partnership (the "April 1998 Capital Contribution") had been
completed on January 1, 1997.
The unaudited pro forma balance sheet is not necessarily indicative of
what the Operating Partnership's financial position would have been as of
September 30, 1998 had the transactions been consummated as described above, nor
does it purport to present the future financial position of the Operating
Partnership. The unaudited pro forma statement of operations is not necessarily
indicative of what the Operating Partnership's results of operations would have
been for the nine months ended September 30, 1998 had the transactions been
consummated as described above, nor does it purport to present the future
results of operations of the Operating Partnership.
2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - SEPTEMBER 30,
1998
(a) The historical balance sheet reflects the financial position of the
Operating Partnership as of September 30, 1998 as reported in the
Operating Partnership's Form 10-Q for the quarter ended September 30,
1998.
(b) Represents the 1998 Acquisition B Properties and a property that was
owner occupied prior to the date of purchase that were acquired
subsequent to September 30, 1998 (the "1998 Acquisition B(1)
Properties") as if the acquisitions had occurred on September 30,
1998. The 1998 Acquisition B(1) Properties were acquired for
approximately $4.3 million in the aggregate which was funded with $3.8
million in cash and the issuance of 15,354 Units valued at $.5
million.
(c) Represents the 1998 Acquisition II Properties that were acquired
subsequent to September 30, 1998 (the "1998 Acquisition II(1)
Properties") as if the acquisitions had occurred on September 30,
1998. The 1998 Acquisition II(1) Properties were acquired for
approximately $10.5 million in the aggregate which was funded with
$7.7 million in cash, the assumption of $1.3 million of secured debt
and the issuance of 60,000 Units valued at $1.5 million.
(d) Represents the September 1998 Joint Venture Sale Properties sold by
the Operating Partnership to the September 1998 Joint Venture
subsequent to September 30, 1998 as if the sales had occurred on
September 30, 1998. The sale of the September 1998 Joint Venture Sale
Properties resulted in sales proceeds of approximately $33.9 million,
approximately the Operating Partnership's book value of such assets.
(e) Represents the adjustments needed to present the pro forma balance
sheet as of September 30, 1998 as if borrowings and repayments
subsequent to September 30, 1998 under the 1997 Unsecured Acquisition
Facility, due to the acquisitions and sales disclosed above, had
occurred on September 30, 1998 and as if the Operating Partnership's
10% equity interest in the September 1998 Joint Venture of
approximately $3.4 million had been acquired on September 30, 1998.
15
<PAGE> 17
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
3. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
SEPTEMBER 30, 1998
(a) The historical operations reflect the operations of the Operating
Partnership for the period January 1, 1998 through September 30, 1998
as reported in the Operating Partnership's Form 10-Q for the quarter
ended September 30, 1998.
(b) The historical operations reflect the operations of the 1998
Acquisition A Properties for the period January 1, 1998 through their
respective acquisition dates.
(c) The historical operations reflect the operations of the 1998
Acquisition I Properties for the period January 1, 1998 through their
respective acquisition dates.
(d) The historical operations reflect the operations of the 1998
Acquisition B Properties for the period January 1, 1998 through the
earlier of September 30, 1998 or their respective acquisition dates.
(e) The historical operations reflect the operations of the 1998
Acquisition II Properties for the period January 1, 1998 through the
earlier of September 30, 1998 or their respective acquisition dates.
(f) The historical operations reflect the operations of five of the
September 1998 Joint Venture Sale Properties for the period May 22,
1998 through September 30, 1998, one of the September 1998 Joint
Venture Sale Properties for the period June 11, 1998 through September
30, 1998 and one of the September 1998 Joint Venture Sale Properties
for the period July 25, 1998 through September 30, 1998.
(g) In conjunction with the acquisition of the 1998 Acquisition I
Properties, the Operating Partnership assumed a $2.5 million mortgage
loan (the "Acquisition Mortgage Loan IV"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan IV for
the pro forma period as if such indebtedness was outstanding beginning
January 1, 1997.
In conjunction with the acquisition of the 1998 Acquisition B
Properties, the Operating Partnership assumed a $2.6 million mortgage
loan (the "Acquisition Mortgage Loan V"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan V for
the pro forma period as if such indebtedness was outstanding beginning
January 1, 1997.
In conjunction with the acquisition of the 1998 Acquisition II
Properties, the Operating Partnership assumed a $1.0 million mortgage
loan (the "Acquisition Mortgage Loan VI"), a $1.3 million mortgage
loan (the "Acquisition Mortgage Loan VII") and a $1.3 million mortgage
loan (the "Acquisition Mortgage Loan VIII"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan VI, the
Acquisition Mortgage Loan VII and the Acquisition Mortgage Loan VIII
for the pro forma period as if such indebtedness was outstanding
beginning January 1, 1997.
The interest expense adjustment reflects an increase in the
acquisition facility borrowings at the 30-day London Interbank Offered
Rate ("LIBOR") plus .8% for borrowings under the 1997 Unsecured
Acquisition Facility for the assumed earlier purchase of the 1998
Acquisition A Properties, the 1998 Acquisition I Properties, the 1998
Acquisition B Properties and the 1998 Acquisition II Properties offset
by the interest savings related to the assumed repayment of $560.2
million of acquisition facility borrowings on January 1, 1997 from the
proceeds of the issuance of the 2011 Drs., the 2028 Notes, the Series
D Preferred Capital Contribution and Series E Preferred Capital
Contribution, the April 1998 Capital Contribution and the proceeds
from the sale of the September 1998 Joint Venture Sale Properties as
if such properties were sold on January 1, 1997 and also reflects an
increase in interest expense due to the issuance of the 2011 Drs. and
the 2028 Notes as if such unsecured debt was outstanding as of
January 1, 1997.
16
<PAGE> 18
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
Interest expense related to the Acquisition Mortgage Loan IV, the
Acquisition Mortgage Loan V, the Acquisition Mortgage Loan VI,
the Acquisition Mortgage Loan VII and the Acquisition Mortgage
Loan VIII as if such indebtedness was outstanding as of January
1, 1997........................................................... $ 422
Interest expense related to the assumed earlier borrowings under the
1997 Unsecured Acquisition Facility............................... 11,360
Interest expense related to the issuance of the 2011 Drs. and the
2028 Notes as if such debt was outstanding as of January 1, 1997.. 9,723
Interest savings due to the assumed repayment of $560.2 million of
acquisition facility borrowings on January 1, 1997 from the
proceeds of the issuance of the 2011 Drs., the 2028 Notes, the
Series D Preferred Capital Contribution, the Series E Preferred
Capital Contribution, the April 1998 Capital Contribution and
the proceeds from the sale of the 1998 Joint Venture Sale
Properties ....................................................... (15,226)
---------
Net Pro Forma Interest Adjustment............................. $ 6,279
=========
</TABLE>
The depreciation and amortization adjustments reflect the charges for the 1998
Acquisition A Properties, the 1998 Acquisition I Properties, the 1998
Acquisition B Properties and the 1998 Acquisition II Properties from January 1,
1998 through the earlier of their respective acquisition date or September 30,
1998 as if such properties were acquired on January 1, 1997.
The equity in income of the other real estate partnerships adjustment reflects
the Operating Partnership's 99% limited partnership equity interest in the
operations of 16 properties acquired by First Industrial Indianapolis, L.P.,
five properties acquired by First Industrial Financing Partnership, L.P., two
properties acquired by First Industrial Pennsylvania Partnership, L.P. and one
property acquired by TK-SV, Ltd. during the period January 1, 1998 through
November 6, 1998 as if such acquisitions had occurred on January 1, 1997.
The pro forma loss in equity of joint venture adjustment (presented below)
reflects the Operating Partnership's 10% equity interest in the operations of
111 properties acquired by the September 1998 Joint Venture during the period
October 9, 1998 through November 6, 1998 as if such acquisitions and their
respective operations had commenced on January 1, 1997.
<TABLE>
<CAPTION>
September 1998
Joint Venture
(Dollars in
thousands)
---------------------
<S> <C>
Total Revenues........................ $ 14,203
Total Expenses........................ (14,447)
---------------------
Net Loss.............................. $ (244)
=====================
Pro Forma Loss in Equity
of Joint Venture.................... $ (24)
=====================
</TABLE>
The preferred unit distribution adjustment reflects preferred distributions
attributable to the units issued in conjunction with the Series D Preferred
Capital Contribution and the Series E Preferred Capital Contribution as if such
units were outstanding as of January 1, 1997.
17
<PAGE> 19
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
<TABLE>
<CAPTION>
1997 1997 1998 1998
First Acquisition Acquisition Acquisition Acquisition
Industrial, A I A I
L.P. Properties Properties Properties Properties Subtotal
(Historical) (Historical) (Historical) (Historical) (Historical) Carry
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) forward
------------- ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Rental Income............................ $ 77,204 $ 7,319 $ 51,228 $ 5,885 $ 22,095 $ 163,731
Tenant Recoveries and Other Income....... 21,362 1,969 9,093 2,536 3,602 38,562
------------- ------------ ------------ ------------ ------------ -------------
Total Revenues..................... 98,566 9,288 60,321 8,421 25,697 202,293
------------- ------------ ------------ ------------ ------------ -------------
EXPENSES:
Real Estate Taxes........................ 16,970 2,072 7,746 2,562 3,598 32,948
Repairs and Maintenance.................. 3,772 352 4,958 227 2,050 11,359
Property Management...................... 3,789 265 2,149 150 696 7,049
Utilities................................ 2,723 103 1,777 92 420 5,115
Insurance................................ 249 87 615 50 216 1,217
Other.................................... 1,680 4 243 14 97 2,038
General and Administrative............... 5,820 --- --- --- --- 5,820
Interest................................. 25,099 --- --- --- --- 25,099
Amortization of Interest Rate Protection
Agreements and Deferred Financing Costs. 369 --- --- --- --- 369
Depreciation and Other Amortization...... 15,873 --- --- --- --- 15,873
------------- ------------ ------------ ------------ ------------ -------------
Total Expenses.................... 76,344 2,883 17,488 3,095 7,077 106,887
------------- ------------ ------------ ------------ ------------ -------------
Income from Operations Before Equity in
Income of Other Real Estate Partnerships,
Loss in Equity of Joint Venture and
Disposition of Interest Rate Protection
Agreement............................... 22,222 6,405 42,833 5,326 18,620 95,406
Equity in Income of Other Real Estate
Partnerships............................ 31,297 --- --- --- --- 31,297
Loss in Equity of Joint Venture.......... --- --- --- --- --- ---
Disposition of Interest Rate Protection
Agreement............................... 4,038 --- --- --- --- 4,038
------------ ------------ ------------ ------------ ------------- ------------
Income from Operations................... 57,557 6,405 42,833 5,326 18,620 130,741
Gain on Sales of Properties, Net......... 728 --- --- --- --- 728
------------ ------------ ------------ ------------ ------------ -------------
Income Before Extraordinary Loss......... 58,285 6,405 42,833 5,326 18,620 131,469
Less: Preferred Unit Distributions....... (7,936) --- --- --- --- (7,936)
------------ ------------ ------------ ------------ ------------ -------------
Income Before Extraordinary Loss
Available to Unitholders................ $ 50,349 $ 6,405 $ 42,833 $ 5,326 $ 18,620 $ 123,533
============ ============ ============ ============ ============ =============
Income Before Extraordinary Loss
Available to Unitholders Per
Weighted Average Unit Outstanding:
Basic (35,681,562 for December
31, 1997......................... $ 1.41
============
Diluted (35,987,248 for December
31, 1997......................... $ 1.40
============
Pro Forma Income Before Extraordinary
Loss Available to Unitholders Per
Weighted Average Unit Outstanding:
Basic (44,781,196 for December 31,
1997, pro forma)..................
Diluted (45,016,462 for December 31,
1997, pro forma)...................
The accompanying notes are an integral part of the pro forma financial statement.
</TABLE>
18
<PAGE> 20
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
<TABLE>
<CAPTION>
1998 1998
Acquisition Acquisition
B II First
Subtotal Properties Properties Pro Forma Industrial,
Carry (Historical) (Historical) Adjustments L.P.
forward Note 2(f) Note 2(g) Note 2(h) Pro Forma
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental Income......................$ 163,731 $ 2,677 $ 5,782 $ --- $ 172,190
Tenant Recoveries and Other
Income............................ 38,562 786 606 --- 39,954
------------ ------------ ------------ ------------ -----------
Total Revenues.................. 202,293 3,463 6,388 --- 212,144
------------ ------------ ------------ ------------ -----------
EXPENSES:
Real Estate Taxes.................. 32,948 567 682 --- 34,197
Repairs and Maintenance............ 11,359 152 189 --- 11,700
Property Management................ 7,049 116 83 --- 7,248
Utilities.......................... 5,115 23 89 --- 5,227
Insurance.......................... 1,217 37 51 --- 1,305
Other.............................. 2,038 22 30 --- 2,090
General and Administrative......... 5,820 --- --- --- 5,820
Interest........................... 25,099 --- --- 24,945 50,044
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.......... 369 --- --- --- 369
Depreciation and Other
Amortization...................... 15,873 --- --- 19,536 35,409
------------ ------------ ------------ ------------ -----------
Total Expenses.................. 106,887 917 1,124 44,481 153,409
------------ ------------ ------------ ------------ -----------
Income from Operations Before
Equity in Income of Other Real
Estate Partnerships, Loss in
Equity of Joint Venture and
Disposition of Interest Rate
Protection Agreement.............. 95,406 2,546 5,264 (44,481) 58,735
Equity in Income of Other Real
Estate Partnerships............... 31,297 --- --- 3,781 35,078
Loss in Equity of Joint Venture.... --- --- --- (131) (131)
Disposition of Interest Rate
Protection Agreement.............. 4,038 --- --- --- 4,038
------------ ------------ ------------- ------------ -----------
Income from Operations............. 130,741 2,546 5,264 (40,831) 97,720
Gain on Sales of Properties, Net... 728 --- --- --- 728
------------ ------------ ------------ ------------ -----------
Income Before Extraordinary Loss... 131,469 2,546 5,264 (40,831) 98,448
Less: Preferred Unit Distributions (7,936) --- --- (20,992) (28,928)
------------ ------------ ------------ ------------ -----------
Income Before Extraordinary Loss
Available to Unitholders..........$ 123,533 $ 2,546 $ 5,264 $ (61,823) $ 69,520
============ ============ ============ ============ ===========
Income Before Extraordinary Loss
Available to Unitholders Per Weighted
Average Unit Outstanding:
Basic (35,681,562 for December
31, 1997).........................
Diluted (35,987,248 for December 31,
1997).............................
Pro Forma Income Before Extraordinary
Loss Available to Unitholders Per
Weighted Average Unit Outstanding:
Basic (44,781,196 for December 31,
1997, pro forma).................. $ 1.55
===========
Diluted (45,016,462 for December 31,
1997, pro forma).................. $ 1.54
===========
</TABLE>
The accompanying notes are an integral part of the pro forma
financial statement.
19
<PAGE> 21
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
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 of the Operating Partnership is First Industrial Realty Trust,
Inc. (the "Company") with an approximate 83.3% ownership interest at December
31, 1997.
Since the filing of the Operating Partnership's Form 8-K dated April
6, 1998, as amended by the report on Form 8-K/A No.1 filed on June 16, 1998, the
Operating Partnership acquired 69 industrial properties from unrelated parties
and one industrial property from a related party during the period April 17,
1998 through November 6, 1998 and partnerships in which the Operating
Partnership owns a 99% limited partnership interest (the "Other Real Estate
Parternships") purchased three industrial properties from unrelated parties and
one property from a related party during the period April 17, 1998 through
November 6, 1998. The combined purchase price of the 70 industrial properties
acquired by the Operating Partnership totaled approximately $102.0 million,
excluding closing costs incurred in conjunction with the acquisition of the
industrial properties. The combined purchase price of the four industrial
properties acquired by the Other Real Estate Partnerships totaled approximately
$7.2 million, excluding closing costs incurred in conjunction with the
acquisition of the industrial properties. The 70 industrial properties acquired
by the Operating Partnership and the four industrial properties acquired by the
Other Real Estate Partnerships were funded with either or a combination of
working capital, the issuance of limited partnership units in the Operating
Partnership (the "Units"), preferred capital contributions from the general
partner, the assumption of secured debt, borrowings under the Operating
Partnership's $300 million unsecured revolving credit facility (the "1997
Unsecured Acquisition Facility") and the issuance of other unsecured debt. The
Operating Partnership and the Other Real Estate Partnerships will operate the
facilities as industrial rental property.
On September 28, 1998, the Operating Partnership, through a 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. Two limited liability
companies in which the Operating Partnership is the sole member, will own a 10%
equity interest in the September 1998 Joint Venture and will provide property
and asset management services to the September 1998 Joint Venture. The September
1998 Joint Venture acquired 104 industrial properties from unrelated parties and
seven industrial properties (the "September 1998 Joint Venture Sale
Properties") from the Operating Partnership during the period October 9, 1998
through November 6, 1998. The combined purchase price of the 111 industrial
properties acquired totaled approximately $171.0 million, excluding closing
costs incurred in conjunction with the acquisition of the industrial
properties. The 111 industrial properties acquired by the September 1998 Joint
Venture were funded with cash capital contributions made by the partners of the
September 1998 Joint Venture and the assumption and issuance of secured debt.
The September 1998 Joint Venture will operate these facilities as industrial
rental property.
The accompanying unaudited pro forma statement of operations for the
Operating Partnership reflects the historical operations of the Operating
Partnership for the period January 1, 1997 through December 31, 1997 adjusted by
the acquisition of one property on January 9, 1997 (the "1997 Acquisition
Property") which is included in Amendment No. 3 to Form S-3 dated April 30,
1997, the acquisition of nine properties during the period February 1, 1997
through July 14, 1997 (the "Other 1997 Acquisition Properties") reported on Form
8-K/A No. 2 dated June 30, 1997, the acquisition of 23 properties during the
period July 15, 1997 through October 31, 1997 (the "1997 Acquisition II
Properties") reported on Form 8-K dated October 30, 1997, the acquisition of
four properties during the period November 1, 1997 through December 31, 1997
(the "1997 Acquisition IV Properties") reported on Form 8-K/A No. 2 dated
December 11, 1997 (collectively, the "1997 Acquisition A Properties"), the
acquisition of 39 properties on January 31, 1997 (the "Lazarus Burman
Properties") which are included in Amendment No. 3 to Form S-3 dated April 30,
1997, the acquisition of 15 properties (the "Punia Phase I Properties") on June
30, 1997 and 33 properties through December 5, 1997 (the "Punia Phase II
Properties" and, together with the Punia Phase I Properties, the "Punia
Acquisition Properties") which are reported on Form 8-K/A No.1 dated June 30,
1997, the acquisition of two properties during the period February 1, 1997
through July 14, 1997 (the "1997 Acquisition I Properties") reported on Form
8-K/A No. 2 dated June 30, 1997, the acquisition of 93 properties on October
30, 1997, two properties on December 4, 1997 and 10 properties on January 30,
1998 (together, the "Pacifica Acquisition Properties"), the acquisition of 64
properties on December 9, 1997 (the "Sealy Acquisition Properties") and seven
properties on October 17, 1997 (the "1997 Acquisition
20
<PAGE> 22
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
III Properties") which are reported on Form 8-K dated October 30, 1997, the
acquisition of 28 properties and one property scheduled to be acquired by March
31, 1998 which closed on July 16, 1998 (the "1997 Acquisition V Properties"), 36
properties (the "1997 Acquisition VI Properties") and eight properties (the
"1997 Acquisition VII Properties") during the period November 1, 1997 through
December 31, 1997 which are reported on Form 8-K/A No. 1 dated December 11,
1997, the acquisition of three properties during the period November 1, 1997
through December 31, 1997 (the "1997 Acquisition VIII Properties") reported on
Form 8-K/A No. 2 dated December 11, 1997 (collectively, the "1997 Acquisition I
Properties"), the acquisition of 30 properties (the "1998 Acquisition A
Properties") and 111 properties (the "1998 Acquisition I Properties") during the
period January 1, 1998 through April 16, 1998 reported on Form 8-K/A No.1 dated
April 6, 1998 and the acquisition of 20 properties (the "1998 Acquisition B
Properties") and 48 properties (the "1998 Acquisition II Properties") during the
period April 17, 1998 through November 6, 1998 reported on this Form 8-K/A No. 1
dated November 6, 1998 and the Operating Partnership's 99% equity interest in
the operations of 28 industrial properties purchased by the Other Real Estate
Partnerships during the period January 1, 1997 through November 6, 1998 and the
Operating Partnership's 10% equity interest in the September 1998 Joint Venture.
The accompanying unaudited pro forma statement of operations for the
year ended December 31, 1997 has been prepared as if the properties acquired
subsequent to December 31, 1996 had been acquired on either January 1, 1997 or
the lease commencement date if the property was developed and as if the
Operating Partnership's 10% equity interest in the September 1998 Joint Venture
and the Operating Partnership's 99% equity interest in the operations of 28
industrial properties purchased by the Other Real Estate Partnerships during
the period January 1, 1997 through November 6, 1998 had been acquired on January
1, 1997. In addition, the unaudited pro forma statement of operations is
prepared as if the assumption of $29.0 million of secured debt, the issuance on
May 13, 1997 of $150.0 million of unsecured debt bearing interest at 7.60% which
matures on May 15, 2007 (the "2007 Notes"), the issuance on May 13, 1997 of
$100.0 million of unsecured debt bearing interest at 7.15% which matures on May
15, 2027 (the "2027 Notes"), the issuance on May 22, 1997 of $100.0 million of
unsecured debt bearing interest 7.375% which matures on May 15, 2011 (the "2011
Notes"), the issuance on November 20, 1997 of $50.0 million of unsecured debt
bearing interest at 6.90% which matures on November 21, 2005 (the "2005 Notes"),
the issuance on December 8, 1997 of $150.0 million of unsecured debt bearing
interest at 7.00% which matures December 1, 2006 (the "2006 Notes"), the
issuance on December 8, 1997 of $100.0 million of unsecured debt bearing
interest at 7.50% which matures on December 1, 2017 (the "2017 Notes"), the
issuance on March 31, 1998 of $100 million of unsecured debt bearing interest at
6.50% which matures on April 5, 2011 (the "2011 Drs."), the issuance on July 14,
1998 of $200 million of unsecured debt bearing interest at 7.60% which matures
on July 15, 2028 (the "2028 Notes"), the issuance on May 14, 1997 of 8.75%
Series B Preferred Units (the "Series B Preferred Capital Contribution"), the
issuance on June 6, 1997 of 8.63% Series C Preferred Units (the "Series C
Preferred Capital Contribution"), the issuance on February 4, 1998 of 7.95%
Series D Preferred Units (the "Series D Preferred Capital Contribution"), the
issuance on March 18, 1998 of 7.90% Series E Preferred Units (the "Series E
Preferred Capital Contribution"), the issuance on September 16, 1997 of 637,440
general partnership units in the Operating Partnership (the "September 1997
Capital Contribution"), the issuance on October 15, 1997 of 5,400,000 general
partnership units in the Operating Partnership (the "October 1997 Capital
Contribution") and the issuance on April 23, 1998 of 1,112,644 general
partnership units in the Operating Partnership (the "April 1998 Capital
Contribution") had been completed on January 1, 1997.
The unaudited pro forma statement of operations is not necessarily
indicative of what the Operating Partnership's results of operations would have
been for the year ended December 31, 1997 had the transactions been consummated
as described above, nor does it purport to present the future results of
operations of the Operating Partnership.
2. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
DECEMBER 31, 1997
(a) The historical operations reflect income from continuing operations of
the Operating Partnership for the period January 1, 1997 through
December 31, 1997 as reported on the Operating Partnership's Form 10-K
dated March 31, 1998.
(b) The historical operations reflect the operations of the 1997 Acquisition
A Properties for the period January 1, 1997 through their respective
acquisition dates.
21
<PAGE> 23
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(c) The historical operations reflect the operations of the 1997 Acquisition
I Properties for the period January 1, 1997 through their respective
acquisition dates.
(d) The historical operations reflect the operations of the 1998 Acquisition
A Properties for the period January 1, 1997 through December 31, 1997.
(e) The historical operations reflect the operations of the 1998 Acquisition
I Properties for the period January 1, 1997 through December 31, 1997.
(f) The historical operations reflect the operations of the 1998 Acquisition
B Properties for the period January 1, 1997 through December 31, 1997.
(g) The historical operations reflect the operations of the 1998 Acquisition
II Properties for the period January 1, 1997 through December 31, 1997.
(h) In conjunction with the acquisition of the 1997 Acquisition I
Properties, the Operating Partnership assumed a $3.8 million mortgage
loan (the "LB Mortgage Loan I") and a $.7 million mortgage loan (the "LB
Mortgage Loan II"). The interest expense adjustment reflects interest on
the LB Mortgage Loan I and the LB Mortgage Loan II for the pro forma
period and as if such indebtedness was outstanding beginning January 1,
1997.
In conjunction with the acquisition of the 1997 Acquisition A
Properties, the Operating Partnership assumed a $4.2 million mortgage
loan (the "Acquisition Mortgage Loan I") and a $3.6 million mortgage
loan (the "Acquisition Mortgage Loan III"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan I and the
Acquisition Mortgage Loan III for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1997.
In conjunction with the acquisition of the 1997 Acquisition I
Properties, the Operating Partnership assumed an $8.0 million mortgage
loan (the "Acquisition Mortgage Loan II"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan II for the
pro forma period and as if such indebtedness was outstanding beginning
January 1, 1997.
In conjunction with the acquisition of the 1998 Acquisition I
Properties, the Operating Partnership assumed a $2.5 million mortgage
loan (the "Acquisition Mortgage Loan IV"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan IV for the
pro forma period and as if such indebtedness was outstanding beginning
January 1, 1997.
In conjunction with the acquisition of the 1998 Acquisition B
Properties, the Operating Partnership assumed a $2.6 million mortgage
loan (the "Acquisition Mortgage Loan V"). The interest expense
adjustment reflects interest on the Acquisition Mortgage Loan V for the
pro forma period as if such indebtedness was outstanding beginning
January 1, 1997.
In conjunction with the acquisition of the 1998 Acquisition II
Properties, the Operating Partnership assumed a $1.0 million mortgage
loan (the "Acquisition Mortgage Loan VI"), a $1.3 million mortgage loan
(the "Acquisition Mortgage Loan VII") and a $1.3 million mortgage loan
(the "Acquisition Mortgage Loan VIII"). The interest expense adjustment
reflects interest on the Acquisition Mortgage Loan VI, the Acquisition
Mortgage Loan VII, and the Acquisition Mortgage Loan VIII for the pro
forma period as if such indebtedness was outstanding beginning January
1, 1997.
22
<PAGE> 24
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The interest expense adjustment reflects an increase in the acquisition facility
borrowings at LIBOR plus 1% for borrowings under the Operating Partnership's
$200 million unsecured revolving acquisition facility (the "1996 Unsecured
Acquisition Facility") or LIBOR plus .8% for borrowings under the Operating
Partnership's 1997 Unsecured Acquisition Facility for the assumed purchase of
the 1997 Acquisition A Properties, the 1997 Acquisition I Properties, the 1998
Acquisition A Properties, the 1998 Acquisition I Properties, the 1998
Acquisition B Properties and the 1998 Acquisition II Properties offset by the
interest savings related to the assumed repayment of $1.5 billion of acquisition
facility borrowings on January 1, 1997 from the proceeds of the issuance of the
2007 Notes, the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes, the
2017 Notes, the 2011 Drs., the 2028 Notes, the Series B Preferred Capital
Contribution, the Series C Preferred Capital Contribution, the Series D
Preferred Capital Contribution, the Series E Preferred Capital Contribution, the
September 1997 Capital Contribution, the October 1997 Capital Contribution, the
April 1998 Capital Contribution and the proceeds from the sale of the
September 1998 Joint Venture Sale Properties as if such properties were sold on
January 1, 1997 and also reflects an increase in interest expense due to the
issuance of the 2007 Notes, the 2027 Notes, the 2011 Notes, the 2005 Notes, the
2006 Notes, the 2017 Notes, the 2011 Drs. and the 2028 Notes as if such
unsecured debt was outstanding as of January 1, 1997.
<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
Interest expense related to the LB Mortgage Loan I, the LB Mortgage
Loan II, the Acquisition Mortgage Loan I, The Acquisition Mortgage
Loan II, the Acquisition Mortgage Loan III, the Acquisition Mortgage
Loan IV, the Acquisition Mortgage Loan V, the Acquisition Mortgage
Loan VI, the Acquisition Mortgage Loan VII and the Acquisition
Mortgage Loan VIII as if such indebtedness was outstanding as of
January 1, 1997..................................................... $ 2,002
Interest expense related to the assumed earlier borrowings under the
1996 Unsecured Acquisition Facility and 1997 Unsecured Acquisition
Facility............................................................ 56,226
Interest expense related to the issuance of the 2007 Notes, the 2027
Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes, the 2017
Notes, the 2011 Drs. and the 2028 Notes as if such debt was
outstanding as of January 1, 1997................................... 51,257
Interest savings due to the assumed repayment of $1.5 billion of
acquisition facility borrowings on January 1, 1997 from the proceeds
of the issuance of the 2007 Notes, the 2027 Notes, the 2011 Notes,
the 2005 Notes, the 2006 Notes, the 2017 Notes and the 2011 Drs.,
the 2028 Notes, the Series B Preferred Capital Contribution, the
Series C Preferred Capital Contribution, the Series D Capital
Contribution, the Series E Preferred Capital Contribution, the
September 1997 Capital Contribution, the October 1997 Capital
Contribution, the April 1998 Capital Contribution and the proceeds
from the sale of the September 1998 Joint Venture Sale Properties... (84,540)
---------
Net Pro Forma Interest Adjustment............................. $ 24,945
=========
</TABLE>
The depreciation and amortization adjustment reflects the charges for the 1997
Acquisition A Properties, the 1997 Acquisition I Properties, the 1998
Acquisition A Properties, the 1998 Acquisition I Properties, the 1998
Acquisition B Properties and the 1998 Acquisition II Properties from January 1,
1997 through the earlier of their respective acquisition date or December 31,
1997 and if such properties were acquired on January 1, 1997.
23
<PAGE> 25
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The equity in income of other real estate partnerships adjustment reflects the
Operating Partnership's 99% limited partnership equity interest in the
operations of two properties acquired by First Industrial Pennsylvania
Partnership, L.P. and two properties acquired by First Industrial Financing
Partnership, L.P. during the period January 1, 1997 through December 31, 1997
and the operations of 16 properties acquired by First Industrial Indianapolis,
L.P., five properties acquired by First Industrial Financing Partnership, L.P.,
two properties acquired by First Industrial Pennsylvania Partnership, L.P. and
one property acquired by TK-SV, Ltd. during the period January 1, 1998 through
November 6, 1998 as if such acquisitions had occurred on January 1, 1997.
The pro forma loss in equity of joint venture adjustment (presented below)
reflects the Operating Partnership's 10% equity interest in the operations of
111 properties acquired by the September 1998 Joint Venture during the period
October 9, 1998 through November 6, 1998 as if such acquisitions and their
respective operations had commenced on January 1, 1997.
<TABLE>
<CAPTION>
September 1998
Joint Venture
(Dollars in
thousands)
--------------
<S> <C>
Total Revenues........................ $ 17,965
Total Expenses........................ (19,276)
--------------
Net Loss.............................. $ (1,311)
==============
Pro Forma Loss in Equity of Joint
Venture............................... $ (131)
==============
</TABLE>
The preferred unit distribution adjustment reflects preferred distributions
attributable to the units issued in conjunction with the Series B Preferred
Capital Contribution, the Series C Preferred Capital Contribution, the Series D
Preferred Capital Contribution and the Series E Preferred Capital Contribution
as if such preferred units were outstanding as of January 1, 1997.
24
<PAGE> 26
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1933,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.
January 11, 1999 By: /s/ Michael J. Havala
-------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
25
<PAGE> 27
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
23 Consent of PricewaterhouseCoopers LLP,
Independent Accountants
26
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No. 1 dated November 6,
1998 and the incorporation by reference into the Registrant's previously filed
Registration Statement on Form S-3 (File No. 333-43641) of our report dated
December 31, 1998 on our audit of the combined historical statement of revenues
and certain expenses of the 1998 Acquisition II Properties for the year ended
December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
January 11, 1999
27
