<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
( ) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(X) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
October 2, 1996
---------------------------
Commission file number 1-12630
CENTERPOINT PROPERTIES CORPORATION
Maryland 36-3910279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 North Michigan Ave., Chicago, Illinois 60611
(312) 346-5600
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Between April 30, 1996 and September 18, 1996, the Company acquired for an
aggregate purchase price in excess of 10% of the total assets of the
Company and its unconsolidated subsidiaries.
On April 30, 1996, the Company acquired a fully leased 630,000 square foot
industrial property located in Hodgkins, Illinois for approximately $13.2
million, which was funded with an advance on the Company's line of credit
with LaSalle National Bank. The seller was Corporate Property Associates.
In May, 1996 the Company acquired two fully leased industrial properties.
On May 1, 1996, the Company acquired a 184,000 square foot property located
in Milwaukee, Wisconsin for approximately $5.1 million from Toys "R" Us
Delaware, Inc. and on May 20, 1996, the Company acquired an owner occupied
42,000 square foot property located in Elk Grove Village, Illinois for
approximately $1.2 million from Florida Tile Industries, Inc. Both were
funded with advances on the Company's line of credit with LaSalle National
Bank.
In June, 1996, two fully leased industrial properties were purchased
utilizing the proceeds from a tax free exchange structure permitted under
the Internal Revenue Service Code in which four previously owned properties
were sold in May, 1996. On June 10, 1996, a 82,000 square foot property
located in Elk Grove Village, Illinois was purchased for approximately $2.9
million. The seller was JMB Group Trust V. On June 6, 1996 a 202,000
square foot property located in Itasca, Illinois was purchased for
approximately $10.0 million reduced by the assumption of a $5.7 million
mortgage. The seller was Itasca Venture, L.P., an Illinois limited
partnership, in which two of the Company's executive officers, Robert
Stovall, Chief Operations Officer, and Michael Mullen, Executive Vice
President of Acquisitions, were partners.
Two other fully leased industrial properties were purchased in June, 1996.
A 274,000 square foot industrial property in Franklin Park, Illinois was
purchased on June 6, 1996 for approximately $9.3 million less the
assumption of a $7.6 million mortgage. It was funded with working capital.
A 152,000 square foot industrial property in Elk Grove Village, Illinois
was purchased on June 27, 1996 for $5.2 million with an advance on the
Company's line of credit with LaSalle National Bank. Both properties were
acquired by purchase of the partnership interests in the Edge Venture and
Elk Grove Limited Partnership, two partnerships in which Robert Stovall,
the Company's Chief Operations Officer, and Michael Mullen, the Company's
Executive Vice President of Acquisitions were partners.
Each of the three foregoing transactions involving related parties was
approved by the Independent Directors of the Company.
<PAGE>
On September 18, 1996, the Company acquired a fully leased 1,354,000 square
foot industrial property in Northlake, Illinois for approximately $22.4
million. It was purchased from AG Communication Systems, Inc. and funded
with a $16.0 advance on the Company's line of credit with Lehman Brothers
and in part with proceeds of a public offering completed on July 2, 1996.
<PAGE>
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
This Form 8-K/A amends the previous Form 8-K filed on October 2, 1996
regarding certain acquired properties. The financial information not
provided in the Form 8-K filed on October 2, 1996 is provided herewith.
The following pro forma financial information and financial statements
are filed as part of this report:
(1) CenterPoint Properties Corporation Proforma Condensed Statements
of Operations for the six months ended June 30, 1996 and the
year ended December 31, 1995 (Unaudited).
(2) CenterPoint Properties Corporation Report on Audit of Related
Party Properties for the six months ended June 30, 1996
(Unaudited) and for the years ended December 31, 1995, 1994,
1993.
(3) CenterPoint Properties Corporation Report on Audits of The
Northlake Property and Other Acquisition Properties for the six
months ended June 30, 1996 (Unaudited) and for the year ended
December 31, 1995.
<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.
CENTERPOINT PROPERTIES CORPORATION
a Maryland corporation
By: /s/ Paul S. Fisher
-----------------------------------------------
Paul S. Fisher
Executive Vice President and
Chief Financial Officer
November 27, 1996 (Principal Accounting Officer)
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
These unaudited pro forma Condensed Statements of Operations are presented as
if the acquisition of The Northlake Property, the Other Acquisition
Properties and the Related Party Properties, the January 1, 1995 offering of
common stock, the September, 1995 private placement of preferred stock, and
the disposition of certain assets occurred on January 1, 1995. Such pro
forma information is based upon (i) the historical consolidated statements of
operations of CenterPoint Properties Corporation and Subsidiaries (the
"Company"); and (ii) the statements of revenues and certain expenses of The
Northlake Property, the Other Acquisition Properties and the Related Party
Properties. The following should be read in conjunction with the financial
statements and notes thereto included elsewhere herein. In the Company's
opinion, all adjustments necessary to reflect the effects of these
transactions have been made.
These unaudited pro forma Condensed Combined Statements of Operations are not
necessarily indicative of what actual results of the Company would have been
assuming such transactions had been completed as of January 1, 1995, nor do they
purport to represent the results of operations for future periods.
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL
----------------------------------------------------------
THE OTHER RELATED
NORTHLAKE ACQUISITION PARTY
CENTERPOINT PROPERTY PROPERTIES PROPERTIES ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 28,379,921 $ 2,747,118 $ 1,599,227 $ 1,616,676 $ (1,660,975) (A) $32,681,967
------------- ------------- ------------- ------------- ------------- -----------
Expenses:
Operating expenses, excluding
depreciation and
amortization 9,000,687 1,773,022 556,234 598,647 (388,324) (A) 11,540,266
Interest expense, net 5,785,681 1,803,264 (B) 7,588,945
General and administrative 1,235,325 1,235,325
Depreciation and amortization 4,912,411 675,810 (C) 5,588,221
Other (income) expense 205,241 205,241
------------- ------------- ------------- ------------- ------------- -----------
Total expenses 21,139,345 1,773,022 556,234 598,647 2,090,750 26,157,998
------------- ------------- ------------- ------------- ------------- -----------
Income before extraordinary item $ 7,240,576 $ 974,096 $ 1,042,993 $ 1,018,029 $ (3,751,725) $ 6,523,969
------------- ------------- ------------- ------------- ------------- -----------
------------- ------------- ------------- ------------- ------------- -----------
Income before extraordinary item
per share (f) $ 0.56 $ 0.50
------------- -----------
------------- -----------
</TABLE>
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS, CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL
----------------------------------------------------------
THE OTHER RELATED
NORTHLAKE ACQUISITION PARTY
CENTERPOINT PROPERTY PROPERTIES PROPERTIES ADJUSTMENTS PRO FORMA
------------- ------------- ------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 47,223,848 $ 5,499,134 $ 3,167,989 $ 3.120.697 $ (660,364) (D) $58,351,304
------------- ------------- ------------- ------------- ------------- -----------
Expenses:
Operating expenses, excluding
depreciation and
amortization 14,773,896 2,601,298 1,068,455 1,078,476 60,867 (E) 19,582,992
Interest expense, net 12,984,783 2,596,399 (B) 15,581,182
General and administrative 2,002,660 2,002,660
Depreciation and amortization 8,455,668 1,904,517 (C) 10,360,185
Other (income) expense 162,494 162,494
------------- ------------- ------------- ------------- ------------- -----------
Total expenses 38,379,501 2,601,298 1,068,455 1,078,476 4,561,783 47,689,513
------------- ------------- ------------- ------------- ------------- -----------
Income before extraordinary item $ 8,844,347 $ 2,897,836 $ 2,099,534 $ 2,042,221 $ (5,222,147) $10,661,791
------------- ------------- ------------- ------------- ------------- -----------
------------- ------------- ------------- ------------- ------------- -----------
Net income before extraordinary
item
per share (f) $ 0.88 $ 0.90
------------- -----------
------------- -----------
</TABLE>
(A) Decrease reflects the elimination of revenues and expenses included in the
statements of revenues and certain expenses which are also included in the
Company's statement of operations since the various dates of acquisition
(revenues - $774,145; expenses - $197,970) plus the elimination of revenues
and expenses of properties disposed of during 1996 (revenues - $886,830;
expenses - $190,354).
(B) Increase reflects the interest costs associated with the acquisition of
properties (1996 - $1,923,483; 1995 - $5,938,089) less the interest costs
eliminated from the application of the proceeds from the January, 1995
offering of common stock and the September, 1995 private placement of
preferred stock (1995 - $2,991,982) less the interest costs associated with
the properties disposed of during 1996 (1996 - $120,219; 1995 - $349,708).
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS, CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(C) Increase reflects depreciation expense related to the acquisition of
properties less the depreciation expense related to the properties disposed
of during 1996 (1996 - $597,401; 1995 - $1,683,549) plus amortization
expense related to the acquisition of properties less the amortization
expense related to the properties disposed of during 1996 (1996 - $78,409;
1995 - $220,968).
(D) Decrease reflects the elimination of revenues included in the Company's
statement of operations from the properties disposed of during 1996
($2,453,302) plus the addition of revenues for the properties acquired
during 1995 ($1,792,938).
(E) Increase reflects the addition of operating expenses for the properties
acquired during 1995 ($609,410) less the elimination of operating expenses
included in the Company's statement of operations from the properties
disposed of during 1996 ($548,543).
(F) Based on 13,033,295 and 9,993,540 historical (13,033,295 and 11,850,686 -
pro forma) average number of common and common equivalent shares
outstanding for the six months ended June 30, 1996 and the year ended
December 31, 1995, respectively. Conversion of all the debentures into
shares of common stock would be anti-dilutive.
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
REPORT ON AUDIT OF RELATED PARTY PROPERTIES
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) AND
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, 1993
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
INDEX
PAGE
Report of Independent Accountants 1
Combined Statements of Revenue and Certain Expenses for the six
months ended June 30, 1996 (unaudited) and for the years
ended December 31, 1995, 1994, 1993 2
Notes to Combined Statements of Revenue and Certain Expenses 3-5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of CenterPoint Properties Corporation
We have audited the combined statements of revenue and cetain expenses of the
Related Party Properties as described in Note 1 for the years ended December 31,
1995, 1994 and 1993. These financial statements are the responsibility of the
Related Party Properties' management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The accompanying combined statements of revenue and certain expenses were
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 of
CenterPoint Properties Corporation, and are not intended to be a complete
presentation of the Related Party Properties' revenue and expenses.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the revenue and certain expenses of the Related Party
Properties for the years ended December 31, 1995, 1994 and 1993 in conformity
with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Chicago, Illinois
September 30, 1996
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
RELATED PARTY PROPERTIES
COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) AND
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS
ENDED
JUNE 30, FOR THE YEAR ENDED DECEMBER 31,
1996 ------------------------------------------
------------- 1995 1994 1993
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
Minimum rent $ 1,263,439 $ 2,531,695 $ 2,312,458 $ 2,677,847
Expense reimbursement 353,237 589,002 428,281 651,389
------------- ------------- ------------- -------------
Total revenue 1,616,676 3,120,697 2,740,739 3,329,236
------------- ------------- ------------- -------------
Expenses:
Property operating and maintenance 137,641 174,891 219,105 156,329
Real estate taxes 447,660 852,680 828,576 814,875
Insurance 13,346 30,856 22,101 31,416
Bad debt expense 20,049 120,000
------------- ------------- ------------- -------------
Total expenses 598,647 1,078,476 1,189,782 1,002,620
------------- ------------- ------------- -------------
Revenue in excess of certain expenses $ 1,018,029 $ 2,042,221 $ 1,550,957 $ 2,326,616
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
RELATED PARTY PROPERTIES
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The Combined Statements of Revenue and Certain Expenses (the "Statements")
of the Related Party Properties (collectively, the "Properties") are
comprised of three fully leased industrial properties purchased in 1996.
These properties were purchased from the Itasca Venture, L.P., the Edge
Venture, and the Elk Grove Limited Partnership of which Robert Stovall,
CenterPoint Properties Corporation's (the "Company's") Chief Operations
Officer, and Michael Mullen, the Company's Executive Vice President of
Acquisitions were partners.
The Property transactions are summarized below:
APPROXIMATE PURCHASE NUMBER OF
LOCATION SQUARE FEET PRICE TENANTS
(UNAUDITED)
Itasca, IL 202,000 $ 10,000,000 (a) 1
Franklin Park, IL 274,000 9,300,000 (b) 4
Elk Grove Village, IL 152,000 5,500,000 1
(a) Purchase price includes assumption of approximately $5,700,000 of
mortgage debt
(b) Purchase price includes assumption of approximately $6,000,000 of
mortgage debt
The acquisitions from the related parties listed above were approved by the
Independent Directors of the Company.
BASIS OF PRESENTATION
The statements are not representative of the actual operations of the
Properties for the periods presented as certain expenses, primarily
depreciation and amortization expense, interest expense, management fees
and certain corporate expenses, which may not be comparable to the expenses
expected to be incurred by the Company in the proposed future operations of
the properties, have been excluded.
Due to the related party transaction requirements, the audited statements
are presented for the years ended December 31, 1995, 1994, and 1993,
respectively. The June 30, 1996, unaudited statement reflects, in the
opinion of the management, all adjustments necessary for a fair
presentation of the interim statement. All such adjustments are of a
normal and recurring nature.
3
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
RELATED PARTY PROPERTIES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
REVENUE RECOGNITION
Certain leases of the Properties provide for tenant occupancy during
periods for which no rent is due or when minimum lease payments increase
over the term of the lease. The Properties record rental income for the
full period of occupancy on a straight-line basis.
Recoveries from tenants for taxes, insurance and other property operating
expenses are recognized as revenues in the period the applicable costs are
incurred.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.
2. FUTURE REVENUE RENTALS
Under noncancelable operating lease agreements as of June 30, 1996, tenants
are committed to pay in the aggregate the following minimum rentals:
YEARS ENDING
Remainder of 1996 $ 1,480,551
1997 2,975,091
1998 2,609,041
1999 2,445,142
2000 2,302,170
2001 1,291,736
Thereafter 82,786
3. RELATED PARTY TRANSACTIONS
Management services have been provided by a company which is an affiliate
of the present owner. The fees for these management services are not
included in the accompanying financial statements.
4
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
RELATED PARTY PROPERTIES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. MORTGAGE DEBT ASSUMED
In June, 1996, a mortgage note payable for approximately $5,700,000 was
assumed with the acquisition of a property in Itasca, Illinois and an
approximate $6,000,000 mortgage note payable was assumed with the
acquisition of a property in Franklin Park, Illinois. The related interest
expenses are not included in the accompanying financial statements, as they
are not considered a direct operating expense as required under Regulation
S-X Rule 3-14 "Special Instructions for Real Estate Operations Acquired or
to Be Acquired."
The interest rates are 8.4% and three month LIBOR plus 1.75% (7.33% at June
30, 1996) for the Itasca, Illinois property and the Franklin Park, Illinois
property, respectively. The periodic payment for the Itasca, Illinois
property loan is $47,910, which represents monthly principal and interest
payment. The Franklin Park, Illinois property loan requries monthly
interest only payments. The maturity dates for the Itasca, Illinois
property and the Franklin Park, Illinois property are October 10, 1997 and
November 30, 1998, respectively.
5
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
REPORT ON AUDITS OF THE NORTHLAKE PROPERTY AND
OTHER ACQUISITION PROPERTIES
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1995
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
THE NORTHLAKE PROPERTY AND THE OTHER ACQUISITION PROPERTIES
TABLE OF CONTENTS
PAGE(S)
Financial Statements:
Report of Independent Accountants 1
Individual and Combined Statements of Revenues and Certain Expenses
for the six months ended June 30, 1996 (unaudited) and
for the year ended December 31, 1995 2
Notes to Individual and Combined Statements of Revenues and
Certain Expenses 3-4
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
CenterPoint Properties Corporation
We have audited the individual and combined statements of revenues and certain
expenses of The Northlake Property and the Other Acquisition Properties,
respectively, as described in Note 1 for the year ended December 31, 1995.
These financial statements are the responsibility of The Northlake Property's
and the Other Acquisition Properties' management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The accompanying statements were 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 of CenterPoint Properties Corporation and are not intended
to be a complete presentation of The Northlake Property's and the Other
Acquisition Properties' revenues and expenses.
In our opinion, the individual and combined financial statements referred to
above present fairly, in all material respects, the revenues and certain
expenses of The Northlake Property and the Other Acquisition Properties for
the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Coopers & Lybrand L.L.P.
Chicago, Illinois
October 15, 1996
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
THE NORTHLAKE PROPERTY AND THE OTHER ACQUISITION PROPERTIES
INDIVIDUAL AND COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) AND FOR THE YEAR ENDED
DECEMBER 31, 1995
FOR THE SIX MONTHS ENDED
JUNE 30, 1996 (UNAUDITED)
--------------------------------
THE OTHER
NORTHLAKE ACQUISITON
PROPERTY PROPERTIES
Revenues $ 2,747,118 $ 1,599,227
-------------- --------------
Expenses:
Property operating and maintenance 820,512 1,724
Real estate taxes 952,510 551,221
Insurance 3,289
-------------- --------------
Total expenses 1,773,022 556,234
-------------- --------------
Revenues in excess of certain expenses $ 974,096 $ 1,042,993
-------------- --------------
-------------- --------------
FOR THE YEAR ENDED
DECEMBER 31, 1995
--------------------------------
THE OTHER
NORTHLAKE ACQUISITION
PROPERTY PROPERTIES
Revenues $ 5,499,134 $ 3,167,989
-------------- --------------
Expenses:
Property, operating and maintenance 854,298 6,769
Real estate taxes 1,747,000 1,060,041
Insurance 1,645
-------------- --------------
Total expenses 2,601,298 1,068,455
-------------- --------------
Revenues in excess of certain expenses $ 2,897,836 $ 2,099,534
-------------- --------------
-------------- --------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
THE NORTHLAKE PROPERTY AND THE OTHER ACQUISITION PROPERTIES
NOTES TO INDIVIDUAL AND COMBINED STATEMENTS OF REVENUES
AND CERTAIN EXPENSES
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The Statements of Revenues and Certain Expenses (the "Statements")
include the operations of The Northlake Property ("Northlake") and three
other industrial properties (the "Other Acquisition Properties"), which
have been acquired by CenterPoint Properties Corporation (the
"Company"). The Company intends to continue the leasing and management
of these properties (collectively, the "Acquisition Properties") to
prospective and existing tenants. All of the properties have been
acquired in singular transactions involving unrelated third-parties. A
summary of the Acquisition Properties is as follows:
APPROXIMATE
DATE SQUARE FEET PURCHASE
LOCATION ACQUIRED (UNAUDITED) PRICE
Northlake, Illinois 9/18/96 1,354,000 $ 22,350,000
Hodgkins, Illinois 4/09/96 630,000 13,200,000
Milwaukee, Wisconsin 5/1/96 184,000 5,100,000
Elk Grove Village, Illinois 6/10/96 82,000 2,900,000
BASIS OF PRESENTATION
The Statements are not representative of the actual operations of the
Acquisition Properties for the periods presented as certain expenses,
primarily depreciation and amortization expense, interest expense,
management fees and certain corporate expenses, which may not be comparable
to the expenses expected to be incurred by the Company in the proposed
future operations of the Acquisition Properties, have been excluded.
The June 30, 1996, unaudited statements reflect, in the opinion of the
management, all adjustments necessary for a fair presentation of the
interim statements. All such adjustments are of a normal and recurring
nature.
3
<PAGE>
CENTERPOINT PROPERTIES CORPORATION
THE NORTHLAKE PROPERTY AND THE
OTHER ACQUISITION PROPERTIES
NOTES TO INDIVIDUAL AND COMBINED STATEMENTS OF REVENUES
AND CERTAIN EXPENSES, CONTINUED
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
REVENUE RECOGNITION
Certain leases of the Acquisition Properties provide for tenant occupancy
during periods for which no rent is due or when minimum lease payments
increase over the term of the lease. Rental revenues for the full period
of occupancy are recorded on a straight-line basis over the lives of the
leases.
Recoveries from tenants for taxes, insurance and other property operating
expenses are recognized as revenues in the period the applicable costs are
incurred.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.
2. FUTURE RENTAL REVENUES
Under noncancelable operating lease agreements in effect as of June 30,
1996, tenants are committed to pay, in the aggregate, the following minimum
base lease rentals:
THE OTHER
NORTHLAKE ACQUSITION
YEARS ENDING PROPERTY PROPERTIES
Remainder of 1996 $ 1,436,420 $ 1,151,273
1997 2,892,209 2,302,546
1998 2,902,437 2,320,546
1999 2,969,124 2,087,446
2000 3,037,391 966,946
2001 3,056,395 366,538
Thereafter 12,289,402 1,742,083
------------- -------------
Totals $ 28,583,378 $ 10,937,376
------------- -------------
------------- -------------
4
