<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITY EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) January 29, 1997
------------------------------
SECURITY CAPITAL INDUSTRIAL TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland
------------------------------------------------
(State or Other Jurisdiction of Incorporation)
01-12846 74-2604728
- ---------------------------- -------------------------------
14100 East 35th Place, Aurora, Colorado 80011
- ------------------------------------------------------------------------------
(303) 375-9292
- ------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
Acquisitions:
- -------------
The following acquisitions of light industrial and bulk distribution facility
properties ("Group F") in Security Capital Industrial Trust's target markets
were completed by SCI from unrelated parties since the filing of SCI's Form 8-K
dated January 15, 1996. SCI acquired these properties because SCI and its REIT
Manager, Security Capital Industrial Incorporated, believe that these properties
represent excellent opportunities for long-term above average growth in rental
income and cash flow and SCI could acquire them at significant discounts to
replacement cost.
The following acquisitions were previously included in SCI's Form 8-K dated
August 19, 1996:
On February 23, 1996 and March 1, 1996, SCI acquired the properties included
in the Indcon Portfolio I from a limited partnership. The portfolio is comprised
of six buildings in Atlanta, Georgia totalling 708,423 square feet; four
buildings in Memphis, Tennessee totalling 542,695 square feet; one building in
Dallas, Texas totalling 200,100 square feet; and three buildings in San Antonio,
Texas totalling 316,817 square feet. The buildings were constructed from 1967
through 1979. SCI purchased the properties in Atlanta, Memphis and San Antonio
on February 23, 1996 for approximately $25.6 million. The Dallas building was
purchased for approximately $3.2 million on March 1, 1996. At the date of the
purchases, the Memphis, Dallas, and San Antonio properties were 100% leased to
twenty-two tenants and the Atlanta property was 99.6% leased to fourteen
tenants.
On February 23, 1996 and April 29, 1996, SCI acquired the properties included
in the Indcon Portfolio II from a limited partnership. The portfolio is
comprised of eleven buildings in Atlanta, Georgia totalling 722,394 square feet
and one building in Dallas, Texas consisting of 224,713 square feet. The
buildings were constructed from 1957 through 1980. SCI purchased eleven
buildings on February 23, 1996 for approximately $9.9 million. SCI purchased one
building in Atlanta on April 29, 1996 for approximately $1.8 million. At the
date of the purchases, the Atlanta properties were 98.6% leased to twenty-one
tenants and the Dallas property was 100% leased to two tenants.
SCI acquired the Park Fletcher Building #11 property on April 26, 1996 from an
insurance company. The facility is 92,000 square feet and is located in
Indianapolis, Indiana in close proximity with the existing SCI distribution
centers in the Park Fletcher submarket. SCI purchased the property for
approximately $2.8 million. At the date of purchase, the property was 78%
leased.
On May 21, 1996 and August 13, 1996, SCI acquired properties known as the
Ashley Capital Portfolio located in submarkets of Chicago, in Schaumburg and
Bridgeview, Illinois, respectively. Both purchases were from a limited liability
company. The combined portfolio consists of five buildings, totalling 717,205
square feet. SCI paid approximately $8.3 million for 304,800 square feet in
Schaumburg and approximately $8.7 million for 412,405 square feet in Bridgeview.
The buildings were 79% leased at the time of the initial purchase and are
currently 100% leased.
SCI acquired the Ashley Capital Portfolio located in Milwaukee, Wisconsin from
a limited partnership on May 21, 1996. The facility is classified as bulk
distribution, and consists of 360,000 square feet of rentable space. SCI paid
approximately $8.9 million for the property which was 100% leased to two tenants
at the time of purchase.
<PAGE>
SCI acquired the properties included in the National Pension Properties II
portfolio in the Trinity Mills and Lone Star submarkets of Dallas, Texas from an
insurance company on May 23, 1996. The portfolio, classified as bulk
distribution, is comprised of three buildings totalling 407,919 square feet in
the Trinity Mills submarket and two buildings totalling 305,690 square feet in
the Lone Star submarket. The combined purchase price was approximately $16.9
million. On the date of purchase, the Trinity Mills and Lone Star facilities
were 100% and 93% leased to seven and six tenants, respectively.
On July 30, 1996, SCI acquired the ACS Facility in Secaucus, New Jersey from
an investment company. The property was built in 1960, consists of approximately
530,000 square feet of rentable space, and is classified as bulk
distribution/light industrial. The purchase price was approximately $16.1
million and the property was 100% leased to one tenant at the date of purchase.
The following acquisitions have not been included in any of SCI's previously
filed Form 8-Ks:
On June 21, 1996, SCI acquired the Rittiman East Portfolio located in San
Antonio, Texas from an insurance company. The facility is classified as bulk
distribution and consists of three buildings totalling 281,600 square feet of
rentable space. SCI purchased the property for approximately $6.5 million. The
buildings were 100% leased to five tenants at the date of purchase.
On August 7, 1996, SCI acquired the West One Business Center property in Las
Vegas, Nevada from a limited partnership. The property consists of one building
with 111,574 square feet of bulk distribution space and three buildings with
186,393 square feet of light industrial space. SCI purchased the property for
approximately $16.5 million. At the date of purchase the property was 100%
leased.
In three separate transactions dated September 25, 1996, October 3, 1996 and
October 25, 1996, SCI purchased the Heitman Industrial Portfolio from a limited
partnership for an aggregate price of approximately $27.0 million. The property
is located in Chicago, Illinois and is a combination of light industrial and
bulk distribution facilities totalling 1,114,090 square feet of rentable space
in 12 buildings. The portfolio was approximately 97% leased at the date of
purchase.
Press Release
- -------------
On January 27, 1997, Security Capital Industrial Trust ("SCI") issued a press
release. A copy of the press release is included as an exhibit hereto and is
incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements:
Combined Statement of Revenue and Certain Expenses for Group E
Properties and Notes thereto with Independent Public Accountants'
Report thereon dated January 11, 1996, (Incorporated by reference
to SCI's Form 8-K dated January 15, 1996).
Combined Statement of Revenue and Certain Expenses for Group F
Properties and Notes thereto with Independent Public Accountants'
Report thereon dated January 29, 1997.
(b) Exhibit:
Exhibit 23 - Consent of Independent Public Accountants
Exhibit 99 - Press Release dated January 27, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SECURITY CAPITAL INDUSTRIAL TRUST
Date: January 29, 1997 By: /s/ Edward F. Long
----------------------- -----------------------------
Edward F. Long, Vice President
and Controller
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Board of Trustees and Shareholders of
Security Capital Industrial Trust:
We have audited the accompanying combined statement of revenue and certain
expenses of SECURITY CAPITAL INDUSTRIAL TRUST GROUP F PROPERTIES (described in
Note 1) for the year ended December 31, 1995. This financial statement is the
responsibility of Group F 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 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 statement of revenue and certain expenses was
prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission for inclusion in the Form 8-K of Security
Capital Industrial Trust and is not intended to be a complete presentation of
the Group F Properties' combined revenue and certain expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the combined revenue and certain expenses of the Security
Capital Industrial Trust Group F Properties for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 29, 1997
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
---------------------------------
GROUP F PROPERTIES
------------------
COMBINED STATEMENT OF REVENUE AND CERTAIN EXPENSES
--------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
REVENUE:
<S> <C>
Minimum rents $17,733
Expense reimbursements 3,138
------
Total revenue 20,871
------
CERTAIN EXPENSES:
Real estate taxes 4,364
Property operating expenses 1,042
Insurance 348
Management fees 854
-------
Total certain expenses 6,608
-------
REVENUE IN EXCESS OF CERTAIN EXPENSES $14,263
=======
</TABLE>
See accompanying notes to combine statement of revenue and certain expenses.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
---------------------------------
GROUP F PROPERTIES
------------------
NOTES TO COMBINED STATEMENT OF REVENUE AND CERTAIN EXPENSES
-----------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
1. BASIS OF PRESENTATION:
---------------------
The combined statement of revenue and certain expenses for the year ended
December 31, 1995, relates to the operations of the following properties ("Group
F") which were acquired from unaffiliated parties by Security Capital Industrial
Trust ("SCI") between January 1, 1996 and December 31, 1996.
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION
DATE PROPERTY NAME LOCATION COST
------------- ----------------- ------------ ---------------
(in thousands)
<C> <S> <C> <C>
Various Indcon Portfolio I and II Various $ 40,480
04/26/96 Park Fletcher Building #11 Indianapolis, IN 2,814
05/23/96 National Pension Properties II Dallas, TX 16,923
Various Ashley Capital Portfolio Various 25,798
06/21/96 Rittiman East Portfolio San Antonio, TX 6,484
07/30/96 ACS Facility Secaucus, NJ 16,062
08/07/96 West One Business Center Las Vegas, NV 16,454
Various Heitman Industrial Portfolio Chicago, IL 27,027
---------
$ 152,042
=========
</TABLE>
The Group F Properties have aggregate net leasable area of 6.8 million square
feet and are 96.0% leased as of December 31, 1995.
The accompanying financial statement excludes certain expenses, such as
interest, depreciation and amortization, professional fees and other costs not
directly related to the future operations of the Group F Properties, that may
not be comparable to the expenses expected to be incurred by SCI in the proposed
future operations of the Group F Properties. 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.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
---------------------------------
GROUP F PROPERTIES
------------------
NOTES TO COMBINED STATEMENT OF REVENUE AND CERTAIN EXPENSES
-----------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
1. BASIS OF PRESENTATION:
---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
2. RELATED-PARTY TRANSACTIONS:
--------------------------
Included in management fees are approximately $619,000 paid to affiliates of
the prior owners under property management contracts.
3. FUTURE MINIMUM RENTS RECEIVABLE:
-------------------------------
All of the Group F Properties are leased to tenants under agreements which are
classified as operating leases. The leases generally provide for payment of
utilities, property taxes and insurance by the tenant. As of December 31, 1995,
minimum lease payments receivable on noncancelable leases with lease periods
greater than one year are as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
1996 $ 12,979
1997 14,431
1998 11,363
1999 7,420
2000 4,377
Thereafter 8,541
--------
$ 59,111
========
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference into the Trust's previously filed Registration Statement File Nos. 33-
91366, 33-92490, 333-4961 and 333-13909 of our report dated January 29, 1997
(Group F Properties), included in this Form 8-K. It should be noted that we have
not audited any financial statements of these combined properties subsequent to
December 31, 1995, or performed any audit procedures subsequent to the date of
our report.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 29, 1997
<PAGE>
EXHIBIT 99
SECURITY CAPITAL INDUSTRIAL TRUST
ANNOUNCES
15.04% INCREASE IN 1996 PER SHARE FUNDS FROM OPERATIONS
January 27, 1997 -- Security Capital Industrial Trust (SCI) (New York Stock
Exchange Symbol: SCN) reported financial results today for the calendar year and
fourth quarter of 1996. For the year ended December 31, 1996, SCI generated
Funds from Operations (FFO) attributable to common shares of $116,890,000 or
$1.30 per common share, on total revenues of $233,463,000, compared to
$84,060,000 or $1.13 per share on total revenues of $158,503,000 for the year
ended December 31, 1995. For the year, this resulted in a 15.04% increase in
FFO per common share over 1995. SCI had total weighted average common shares
outstanding of 89,699,000 in 1996, compared to 74,409,000 in 1995.
For the fourth quarter ended December 31, 1996, SCI generated FFO of
$34,620,000 or $0.35 per common share, on total revenues of $66,907,000,
compared to $25,426,000 or $0.29 per common share on total revenues of
$48,201,000 for the quarter ended December 31, 1995. For the quarter, SCI had
total weighted average common shares outstanding of 98,759,000 compared to
86,384,000 in the fourth quarter of 1995.
SCI Co-Chairman and Chief Operating Officer K. Dane Brooksher attributed
SCI's strong operating performance to the successful implementation of the SCI
National Operating System. SCI's 281 professionals are focused on making SCI
the preferred provider of distribution space to America's Fortune 1000 companies
by providing exceptional customer service in state-of-the-art facilities
nationwide. At December 31, 1996, 296 of the top 1,000 targeted users of
distribution space were SCI national customers, a 28.7% increase in total
national customers over year-end 1995. Of the 296, 191 were multiple-market
customers with an average of three leases, an increase of 72 multiple-market
customers over year-end 1995. At year-end 1996, national customers leased 28.3
million square feet in operating buildings and 1.05 million square feet in
buildings under development, representing 35.1% of SCI's total operating space
and a 56.6% increase over year-end 1995 levels.
In 1996, SCI established new relationships with numerous Fortune 1000
companies, including Alberto-Culver, American Standard, AmeriSource, Apria
Healthcare, Boise Cascade, Champion International, Consolidated Freightways,
Minnesota Mining and Manufacturing (3M), R.R. Donnelley & Sons, Stanley Works,
Time Warner and Weyerhaeuser.
In 1996, SCI signed 1,055 leases totaling 23.1 million square feet in 34
target markets. The average increase in rental rates for new and renewed leases
on previously leased space was 13.0%. Operating properties totaling 80.6
million square feet were 93.35% leased at December 31, 1996, compared to 58.5
million square feet that were 95.03% leased at December 31, 1995.
Thomas G. Wattles, SCI's Co-Chairman and Chief Investment Officer, said SCI
continues to build its strategic land inventory in order to meet customers'
distribution space needs into the next century. In 1996, SCI acquired $86.7
million of land, representing 863 acres. SCI's year-end land inventory
increased from $60.4 million at December 31, 1995, to $109.3 million at December
31, 1996, which represents approximately a three-year supply. Today, SCI's
2,241-acre inventory of land owned or controlled will
<PAGE>
allow for 38.5 million square feet of distribution space at full build-out. Mr.
Wattles said SCI is acquiring strategic land parcels in key distribution
locations to develop additional master-planned parks. Today, SCI has 60 master-
planned parks in 28 target markets.
SCI continued to build its asset base in 1996 through both acquisitions and
development. During the year, SCI acquired 11.7 million square feet of
distribution space in 18 markets, representing a total investment of $319.1
million at an average of 67.5% of replacement cost. SCI completed development
of 11.2 million square feet of space, 87.2% of which is in master-planned parks,
representing a total investment of $379.2 million. Those completions were 75.92%
leased and 80.86% leased or committed at December 31, 1996.
As part of its commitment to meet national customers' needs, SCI made
significant investments in 1996 in three major new markets -- Chicago, Los
Angeles and New Jersey's I-95 corridor. At December 31, 1996, SCI had operating
properties totaling 6.5 million square feet in these three target markets which
were 99.95% leased. In addition, SCI had a total of 1.1 million square feet
under development and 252.7 acres of land owned, under control or in serious
negotiation to allow for the development of approximately 4.2 million square
feet of distribution space in these three markets.
The SCI National Operating System provides an exceptional level of customer
service to distribution space users throughout the United States. Management
believes the SCI National Operating System is creating long-term franchise
value which is reflected in the company's performance. The National Services
Group markets SCI's services and products to Fortune 1000 companies. By
building long-term relationships with distribution customers, the National
Services Group is dedicated to creating multi-market and build-to-suit
opportunities by providing a single point of contact for SCI's national
customers. The Market Services Group focuses on developing and maintaining
local relationships with distribution space users, providing hands-on customer
service as well as access to SCI's national expertise. The National Development
Group's team of architects, engineers and construction professionals oversees
SCI's build-to-suit program as well as the construction of industry-leading
master-planned distribution parks.
SCI is the largest publicly held owner and operator of distribution
properties in the United States. SCI's primary objective is to achieve long-
term, sustainable growth in per share cash flow. SCI expects to achieve this
objective through the SCI National Operating System , which is committed to
creating shareholder value by providing exceptional customer service. SCI's
investment strategy is to acquire generic distribution facilities and develop
full-service, master-planned distribution parks in metropolitan areas that
demonstrate strong demographic growth and excellent industrial real estate
fundamentals. At December 31, 1996, SCI had distribution properties operating
or under development in 36 target markets, totaling 86.5 million square feet.
FOR MORE INFORMATION, CONTACT: K. Scott Canon
(800) 820-0181
or
Gerard de Gunzburg
(212) 838-9292
A copy of SCI's Year-End Supplemental Information is available by request at
(800) 820-0181.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
Unaudited Financial Results
At December 31, 1996
Selected Financial Data
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
---------------------------------- ----------------------------------
12/31/96 12/31/95 % Change 12/31/96 12/31/95 % Change
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCOME ITEMS:
Revenues $66,907 $ 48,201 38.8% $233,463 $158,503 47.3%
Net Income attributable to common
shares 16,905 14,065 20.2% 53,460 42,015 27.2%
Funds from Operations attributable
to common shares 34,620 25,426 36.2% 116,890 84,060 39.1%
Per share Funds from Operations
attributable to common shares(1) 0.35 0.29 20.7% 1.30 1.13 15.0%
Distributions per common share 0.2525 0.23375 8.0% 1.01 0.935 8.0%
As of Dec. 31, As of Dec. 31,
1996 1995 % Change
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investments in Real Estate Before Depreciation $2,508,747 $1,827,670 37.3%
Total Assets (includes depreciation) 2,462,306 1,833,972 34.3%
MARKET CAPITALIZATION:
Total Common Shares Outstanding at Year End 93,677(2) 81,416 15.1%
Price at Year End - Common Shares $21.375 $17.50 22.1%
Equity Value at Year End $2,571,101(3) $1,652,712(4) 55.6%
Total Market Capitalization (including long
term debt) $3,235,244 $2,122,515 52.4%
</TABLE>
(1) Per share amounts are calculated based on weighted average common
shares outstanding, assuming full conversion of limited partnership
units.
(2) Excludes limited partnership units.
(3) Includes $138.4 million of Series A Preferred Shares, $219.4 million of
Series B Preferred Share, $100.0 million of Series C Preferred Shares,
and $111.0 million of limited partnership units.
(4) Includes $137.0 million of Series A Preferred Shares, and $90.9 million
of limited partnership units.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
Unaudited Financial Results
At December 31, 1996
Operating Highlights
(in thousands, except number of properties and acres)
<TABLE>
<CAPTION>
As of December 31, 1996 As of December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT IN REAL ESTATE: Total Total
Expected Balance Expected Balance
In Dollars: Investment Sheet Investment Sheet
---------- ------- ---------- -------
Operating Properties $2,383,380 $2,274,684 $1,675,760 $1,622,404
Properties Under Development 220,946 117,971 304,766 137,902
Land Held for Future Development n/a 109,316 n/a 60,363
No. of Square No. of Square
In Square Feet: Properties Feet Properties Feet
---------- ------ ---------- ------
Operating Properties 942 80,556 751 58,493
Properties Under Development 47 5,898 68 9,012
--- ------ --- ------
Total 989 86,454 819 67,505
=== ====== === ======
% Leased:
Total Portfolio 93.35% 95.03%
Stabilized Portfolio (1) 96.84% 97.21%
For the Three Months Ended For the Year Ended
-------------------------- ------------------
12/31/96 12/31/96
- ------------------------------------------------------------------------------------------------------------------------
Square Total Expected Square Total Expected
Development Feet Investment Feet Investment
------ -------------- ------ --------------
Development Starts 780 $24,600 8,205 $298,349
Development Shell Completions 3,710 127,278 11,194 379,189
Building Acquisitions 2,413 69,740 11,658 319,053
Land Acquisitions (Acres) 227 n/a 863 n/a
Building Dispositions (2) 376 13,695 793 28,541
For the Three Months Ended For the Year Ended
-------------------------- ------------------
12/31/96 12/31/95 12/31/96 12/31/95
- ------------------------------------------------------------------------------------------------------------------------
Rental Rate Growth (3) 13.4% 8.6% 13.0% 8.4%
Turnover Costs $0.78 $1.07 $1.00 $0.96
</TABLE>
(1) 71.1 million stabilized sq ft as of 12/31/96 and 49.3 million stabilized
sq ft as of 12/31/95.
(2) Building dispositions indicates net sales proceeds.
(3) Rental rate growth is based on the increase in the new net effective
lease rate over the last in place lease rate.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
Unaudited Financial Results
At December 31, 1996
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
Dec. 31, 1996 Dec. 31, 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Investments in Real Estate
Buildings, improvements, improved land and CIP $2,399,431 $1,767,307
Land held for development 109,316 60,363
Less accumulated depreciation 109,147 56,406
---------- ----------
Net real estate investments 2,399,600 1,771,264
Cash and cash equivalents 4,770 22,235
Accounts receivable 5,397 5,764
Other assets 52,539 34,709
---------- ----------
Total Assets $2,462,306 $1,833,972
========== ==========
Liabilities and Shareholders' Equity:
Liabilities
Line of Credit $ 38,600 $ 81,000
Long term debt 524,191 324,527
Mortgage notes payable 91,757 96,013
Securitized debt 36,025 38,090
Assessment bonds payable 12,170 11,173
Accounts payable and accrued expenses 35,357 32,826
Construction payable 24,645 20,437
Distributions payable 25,058 20,558
Other liabilities 18,130 14,416
---------- ----------
Total Liabilities 805,933 639,040
Minority Interest 56,984 58,741
Shareholders' Equity
Series A preferred shares 135,000 135,000
Series B preferred shares 201,250 -
Series C preferred shares 100,000 -
Common shares at $.01 par value 937 814
Additional paid-in capital 1,257,347 1,059,142
Distributions in excess of net earnings (95,145) (58,765)
---------- ----------
Total Shareholders' Equity 1,599,389 1,136,191
---------- ----------
Total Liabilities and Shareholders' Equity $2,462,306 $1,833,972
========== ==========
</TABLE>
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
Unaudited Financial Results
At December 31, 1996
Consolidated Income Statements
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
------------------ ----------
12/31/96 12/31/95 12/31/96 12/31/95
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Rental income (1) $63,186 $45,266 $227,000 $153,879
Other real estate income 3,308 1,899 5,342 2,899
Interest income 413 1,036 1,121 1,725
------- ------- -------- --------
Total Revenues 66,907 48,201 233,463 158,503
Expenses:
Rental expenses, net of recoveries 7,199 6,150 26,674 18,460
Depreciation and amortization 16,663 11,629 59,850 39,767
Interest 10,096 7,704 38,819 32,005
REIT management fee 6,096 4,377 21,472 14,207
General and administrative 278 237 1,025 839
Pursuit costs written off and land holding costs 1,010 1,134 2,913 2,234
------- ------- -------- --------
Total Expenses 41,342 31,231 150,753 107,512
------- ------- -------- --------
Net Earnings before minority interest 25,565 16,970 82,710 50,991
Minority Interest 827 785 3,326 3,331
------- ------- -------- --------
Net Earnings before gain/(loss) on sale of
depreciated real estate 24,738 16,185 79,384 47,660
Gain/(loss) on sale of depreciated real estate -- 1,053 (29) 1,053
------- ------- -------- --------
Net Earnings: 24,738 17,238 79,355 48,713
Less preferred share dividends 7,833 3,173 25,895 6,698
------- ------- -------- --------
Net Earnings attributable to Common Shares $16,905 $14,065 $ 53,460 $ 42,015
======= ======= ======== ========
Weighted average common shares outstanding 93,564 81,190 84,504 68,924
Per Share Net Earnings attributable to Common Shares $ 0.18 $ 0.17 $ 0.63 $ 0.61
</TABLE>
(1) Includes $612 and $4,777 of straight-lined rent for the three and twelve
month periods in 1996 and $1,076 and $4,364 for the three and twelve month
periods in 1995, respectively.
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
Unaudited Financial Results
At December 31, 1996
Funds from Operations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
---------------------- ----------------------
12/31/96 12/31/95 12/31/96 12/31/95
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Earnings $24,738 $17,238 $79,355 $48,713
Add (Deduct):
Depreciation and amortization 16,663 11,629 59,850 39,767
Minority interest 827 785 3,326 3,331
(Gain)/loss on sale of depreciated real estate - (1,053) 29 (1,053)
Other 225 - 225 -
------- ------- -------- -------
Funds from operations 42,453 28,599 142,785 90,758
Preferred share dividends (7,833) (3,173) (25,895) (6,698)
------- ------- -------- -------
Funds from operations attributable to common shares $34,620 $25,426 $116,890 $84,060
======= ======= ======== =======
Weighted average common shares outstanding (1) 98,759 86,384 89,699 74,409
Per share Funds from Operations attributable
to common shares (1) $ 0.35 $ 0.29 $ 1.30 $ 1.13
======= ======= ======== =======
</TABLE>
(1) Assumes conversion of all limited partnership units to SCI shares.
