<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 1-13102
Date of Report (date of earliest event reported): FEBRUARY 12, 1997
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 36-3935116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 N. WACKER DRIVE, SUITE 150, CHICAGO, ILLINOIS 60606
(Address of principal executive offices)
(312) 704-9000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 1997, First Industrial Realty Trust, Inc. and its
Subsidiaries (the "Company"), through First Industrial, L.P., of which the
Company is the sole general partner, acquired 10 bulk warehouses and 29 light
industrial properties (the "Lazarus Burman Properties") in Long Island, New
York and northern New Jersey totaling 2.7 million square feet of gross leasable
area (the "Lazarus Burman Acquisition"). The Lazarus Burman Properties are
described below and were purchased for approximately $138.8 million which was
funded with $86.4 million in cash, assumption of $4.5 million in debt and the
issuance of 1,595,282 limited partnership units in First Industrial, L.P. (the
"Units) valued at $47.9 million. The properties were acquired from Lazarus
Burman Associates, Jan Burman Management Co., Jerry Lazarus Management Co.,
Connie Lazarus Management Co., Red Ground Co., Junie Investors Co., 109
Industrial Co., LLC, L.B. Management Co., JDHL Co., Susieco Co., Laz-Bur
Company, SJB Realty Company, C4-6-7 Company, C3-5 Company, 290 Industrial Co.,
LLC, 185 Price Parkway, LLC and 116 Le High Industrial Co., LLC. (together the
"Lazarus Burman Group"). Prior to the acquisition, the Lazarus Burman Group
was not affiliated with the Company, any affiliate of the Company or any
director or officer of the Company. Following the acquisition, Jan Burman was
appointed Senior Regional Director. The Lazarus Burman Properties will
continue to be used for bulk warehouse and light industrial use under the
existing lease terms.
In connection with the Lazarus Burman Acquisition, the Company, through
First Industrial, L.P. assumed existing indebtedness under two mortgage loans
with Patomi Realty Co. and Smithkline Beecham Clinical Laboratories, Inc.
totaling $3.8 million and $.7 million, respectively, issued Units with an
aggregate value of $47.9 million and borrowed $86.4 million under the Company's
$200 million unsecured revolving credit facility with a group of banks for
which First National Bank of Chicago and Union Bank of Switzerland act as
agents (the "1996 Acquisition Facility"). The $3.8 million mortgage loan
bears interest at 10%. The $.7 million mortgage loan is interest free until
February 1998 at which time the mortgage loan bears interest at 8%. The $86.4
million borrowed under the Company's 1996 Acquisition Facility currently bears
interest at LIBOR plus 1.10%.
ITEM 5. OTHER EVENTS
Since the filing of the Company's Form 8-K/A No. 1 dated March 20, 1996,
the Company acquired 65 industrial properties and four land parcels for future
development from unrelated parties during the period April 11, 1996 through
January 9, 1997, the closing date of the last property acquired. The combined
purchase price for these properties and land parcels totaled approximately
$146.2 million, excluding development costs incurred subsequent to the
acquisition of the land parcels and closings costs incurred in conjunction with
the acquisition of the properties and the land parcels. The 65 properties and
four land parcels acquired are described below and were funded with working
capital, proceeds from a public offering of 5,750,000 shares of common stock,
the issuance of Units and borrowings under the Company's $150 million secured
revolving credit facility (the "1994 Acquisition Facility") or the 1996
Acquisition Facility, which replaced the 1994 Acquisition Facility on December
16, 1996. The Company has continued the pre-acquisition uses of the properties.
With respect to the properties currently under development, the Company
intends to operate the facilities as industrial rental property.
- On June 19, 1996, the Company purchased a 327,997 square foot
bulk warehouse property located in Indianapolis, Indiana for
approximately $5.6 million. The property was purchased from the
Cummins Engine Company, Inc.
- On June 25, 1996, the Company purchased a 78,000 square foot
light industrial property located in Milwaukee, Wisconsin. The
purchase price for the property was approximately $2.5 million. The
property was purchased from Stowell Industries, Inc.
- On June 26, 1996, the Company purchased a 78,029 square foot
light industrial property located in Chaska, Minnesota. The purchase
price for the property was approximately $2.7 million. The property
was purchased from Aeration Industries International, Inc. This
property was owner occupied prior to purchase.
1
<PAGE> 3
- On June 28, 1996, the Company purchased four light industrial
properties totaling 180,000 square feet located in Dayton, Ohio. The
purchase price for the properties was approximately $5.0 million
which was funded with $3.0 million in cash and 84,500 Units valued at
approximately $2.0 million in the aggregate. The properties were
purchased from Trotwood Industrial Park.
- On July 9, 1996, the Company purchased a 125,950 square foot
bulk warehouse property located in Bloomington, Minnesota for
approximately $3.5 million. The property was purchased from Bethany
Corporation, Ltd.
- On July 10, 1996, the Company purchased for approximately $2.7
million, approximately 10.7 acres of land in Detroit, Michigan where
a 140,365 square foot bulk warehouse facility is currently under
construction. The land was purchased from Hygrade Food Products
Company.
- On July 24, 1996, the Company purchased a 70,560 square foot
light industrial property located in Indianapolis, Indiana. The
purchase price for the property was approximately $1.4 million. The
property was purchased from Pin Oak Properties, L.P.
- On August 16, 1996, the Company purchased a 42,300 square foot
light industrial property located in Plymouth Township, Michigan.
The purchase price for the property was approximately $1.7 million.
The property was purchased from Chris A. Kindred and Patti R.
Kindred. This property was owner occupied prior to purchase.
- On September 12, 1996, the Company purchased a 84,000 square
foot light industrial property located in Dayton, Ohio. The purchase
price for the property was approximately $1.8 million which was
funded with $1.1 million in cash and 29,056 Units valued at
approximately $.7 million. The property was purchased from Trotwood
Industrial Park.
- On September 30, 1996, the Company purchased for approximately
$7.8 million approximately 11.3 acres of land in Minneapolis,
Minnesota which included a partially completed 172,800 square foot
bulk warehouse. The Company is continuing the construction of this
bulk warehouse. The land and partially completed bulk warehouse was
purchased from Ryan Construction Company of Minnesota, Inc.
- On September 30, 1996, the Company purchased a 97,770 square
foot light industrial property located in Plymouth, Minnesota. The
purchase price of the property was approximately $3.0 million. The
property was purchased from Greenland Investment Company.
- On September 30, 1996, the Company purchased a 83,189 square
foot light industrial property located in Eden Prairie, Minnesota.
The purchase price of the property was approximately $3.5 million.
The property was purchased from CB Institutional Fund VIII.
- On September 30, 1996, the Company purchased two bulk warehouse
properties totaling 1,110,300 square feet in Columbus, Ohio for
approximately $21.8 million which was funded with $11.3 million in
cash, incurrence of $9.9 million in Promissory Notes bearing interest
at 8%, and 24,789 Units valued at $.6 million in the aggregate. The
properties were purchased from Lockborne Industrial Associates and
Groveport Road Associates.
- On October 4, 1996, the Company purchased a 187,777 square foot
light industrial property located in Eden Prairie, Minnesota. The
purchase price for the property was approximately $7.5 million. The
property was purchased from Grandchildren's Realty Alternative
Management Program I Limited Partnership. This property was owner
occupied prior to purchase.
- On October 8, 1996, the Company purchased a 102,500 square foot
light industrial property located in Cleveland, Ohio. The purchase
price for the property was approximately $3.7 million. The property
was purchased from Koenig Properties. This property was owner
occupied prior to purchase.
- On October 28, 1996, the Company purchased three bulk warehouse
properties totaling 538,811 square feet located in Portland,
Tennessee for approximately $12.8 million. The properties were
purchased from Wanda and Larry Collins.
2
<PAGE> 4
- On October 28, 1996, the Company purchased a 51,960 square foot
light industrial property located in Wauwatosa, Wisconsin. The
purchase price for the property was approximately $2.0 million. The
property was purchased from Harvey Property Associates.
- On October 30, 1996, the Company purchased five light
industrial properties totaling 295,400 square feet located in
Indianapolis, Indiana. The aggregate purchase price for the
properties was approximately $7.9 million. The properties were
purchased from Kern County Employees' Retirement Association.
- On October 31, 1996, the Company purchased for approximately
$.1 million approximately 1 acre of land in Indianapolis, Indiana
where a 10,000 square foot bulk warehouse is currently under
construction. The land was purchased from Shadeland Associates
Limited Partnership.
- On November 14, 1996, the Company purchased 23 bulk warehouse
properties totaling 654,095 square feet located in Romulus, Michigan
for approximately $19.7 million which was funded with $11.2 in cash
and 325,068 Units valued at $8.5 million in the aggregate. The
properties were purchased from the Highland Industrial Development
Company.
- On December 2, 1996, the Company purchased two light industrial
properties totaling 150,536 square feet in Atlanta, Georgia. The
aggregate purchase price for these properties was approximately $3.5
million. The properties were purchased from the John Hancock Realty
Income Fund - II Limited Partnership.
- On December 13, 1996, the Company purchased for approximately
$.5 million approximately 7.8 acres of land in suburban Cincinnati,
Ohio where a 112,500 square foot light industrial warehouse is
currently under construction. The land was purchased from A.L.
Neyer, Inc.
- On December 18, 1996, the Company purchased two light
industrial properties totaling 125,000 square feet in St. Louis,
Missouri. The aggregate purchase price for these properties was
approximately $2.7 million. The properties were purchased from the
McDonnell Douglas Corporation. These properties were owner occupied
prior to purchase.
- On December 24, 1996, the Company purchased five light
industrial properties totaling 111,375 square feet in Cincinnati,
Ohio. The aggregate purchase price for these properties was
approximately $3.1 million. The properties were purchased from the
Equitable Life Assurance Society of the United States.
- On December 24, 1996, the Company purchased two light
industrial properties totaling 72,239 square feet in Eden Prairie,
Minnesota. The aggregate purchase price for these properties was
approximately $2.6 million. The properties were purchased from the
Equitable Life Assurance Society of the United States.
- On December 31, 1996, the Company purchased a 48,000 square
foot bulk warehouse property located in Atlanta, Georgia for
approximately $1.0 million. The property was purchased from Gary
Leeman. This property was owner occupied prior to purchase.
- On December 31, 1996, the Company purchased two bulk warehouse
properties totaling 409,119 square feet located in Atlanta, Georgia
for approximately $6.6 million. The properties were purchased from
the Equitable Life Assurance Society of the United States.
- On December 31, 1996, the Company purchased an 80,000 square
foot light industrial property located in Minneapolis, Minnesota.
The purchase price for the property was approximately $2.4 million.
The property was purchased from the Valley Industrial Center 3
Limited Partnership.
- On January 9, 1997, the Company purchased a 482,400 square
foot bulk warehouse property located in Indianapolis, Indiana for
approximately $7.1 million. The property was purchased from 4430
Airport Associated, Limited Partnership.
3
<PAGE> 5
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
* Combined Historical Statements of Revenues and Certain Expenses for
the 1996 and 1997 Acquisition Properties - Unaudited.
* Combined Historical Statements of Revenues and Certain Expenses for the
Acquisition Properties and Notes thereto with Independent Accountants'
Report thereon dated February 11, 1997.
Combined Historical Statement of Revenues and Certain Expenses for
the Lazarus Burman Properties and Notes thereto with Independent
Accountants' Report thereon dated March 26, 1997.
(b) Pro Forma Financial Information:
Pro Forma Statement of Operations for the Twelve Months Ended December
31 1996
* Pro Forma Statement of Operations for the Twelve Months Ended December
31, 1995
(c). Exhibits.
Exhibit Number Description
- -------------- ------------------------------------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
* Previously Filed
4
<PAGE> 6
INDEX TO FINANCIAL STATEMENTS
PAGE
LAZARUS BURMAN PROPERTIES
Report of Independent
Accountants.......................................... 6
Combined Historical Statement of Revenues and
Certain Expenses for the Twelve Months Ended
December 31, 1996.................................... 7
Notes to Combined Historical Statement of Revenues
and Certain Expenses................................. 8
PRO FORMA FINANCIAL INFORMATION
Pro Forma Statement of Operations for the Twelve
Months Ended December 31, 1996........................ 9-10
Notes to Pro Forma Financial Statement................ 11-12
5
<PAGE> 7
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
First Industrial Realty Trust, Inc.
We have audited the accompanying combined historical statement of
revenues and certain expenses of the Lazarus Burman Properties as described in
Note 1 for the year ended December 31, 1996. This financial statement is the
responsibility of the Lazarus Burman 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 of First Industrial Realty Trust, Inc. and is not intended to be a
complete presentation of the Lazarus Burman 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 Lazarus
Burman Properties for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 26, 1997
6
<PAGE> 8
LAZARUS BURMAN PROPERTIES
COMBINED HISTORICAL STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
Revenues:
Rental Income....................................... $18,606
Tenant Recoveries and Other Income................. 4,636
-------
Total Revenues................................... 23,242
-------
Expenses:
Real Estate Taxes.................................. 4,767
Repairs and Maintenance............................ 1,477
Property Management................................ 732
Utilities.......................................... 959
Insurance.......................................... 275
Other.............................................. 457
-------
Total Expenses................................... 8,667
-------
Revenues in Excess of Certain Expenses............... $14,575
=======
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE> 9
LAZARUS BURMAN PROPERTIES
BURMAN PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENT OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statement of Revenues and Certain Expenses (the
"Statement") combine the results of operations of 39 properties acquired by
First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") on
January 31, 1997 (the "Lazarus Burman Properties"). The Lazarus Burman
Properties were acquired for an aggregate purchase price of approximately
$138.8 million.
<TABLE>
<CAPTION>
METROPOLITAN AREA SQUARE DATE RENTAL
- ----------------- # OF FEET DATE HISTORY
PROPERTIES (UNAUDITED) ACQUIRED COMMENCED
------------------------ -------- ---------
<S> <C> <C> <C> <C>
Fairfield, NJ 1 106,184 January 31, 1997 January 1, 1996
Long Island, NY 38 2,627,230 January 31, 1997 January 1, 1996
-------------------------
39 2,733,414
=========================
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statement excludes certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the Lazarus Burman 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 Statement, 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 Statement has been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. 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.
3. FUTURE RENTAL REVENUES
The Lazarus Burman Properties are leased to tenants under net and semi-net
operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1996 are approximately as follows:
<TABLE>
<S> <C>
1997 $18,357
1998 16,306
1999 11,949
2000 8,988
2001 5,966
Thereafter 16,941
-------
Total $78,507
=======
</TABLE>
8
<PAGE> 10
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
First
Industrial First Other 1996 1997
Realty Highland Acquisition Acquisition Acquisition Acquisition
Trust, Inc. Properties Properties Properties Properties Property Subtotal
(Historical) (Historical) (Historical) (Historical) (Historical) (Historical) Carry
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) Note 2 (f) Forward
-------------- ------------ ------------ ------------ ------------ ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Rental Income.................... $109,113 $1,915 $1,029 $2,893 $7,601 $ 948 $123,499
Tenant Recoveries and
Other Income................... 30,942 182 218 469 944 210 32,965
-------- ------ ---- ------ ------ ------- --------
Total Revenues............... 140,055 2,097 1,247 3,362 8,545 1,158 156,464
-------- ------ ---- ------ ------ ------- --------
EXPENSES:
Real Estate Taxes................ 23,371 213 237 519 1,283 167 25,790
Repairs and Maintenance.......... 5,408 134 45 139 539 62 6,327
Property Management.............. 5,067 86 40 109 354 30 5,686
Utilities........................ 3,582 189 21 68 30 135 4,025
Insurance........................ 877 28 14 44 65 --- 1,028
Other............................ 919 --- --- --- 2 --- 921
General and Administrative....... 4,018 --- --- --- --- --- 4,018
Interest Expense................. 28,954 --- --- --- --- --- 28,954
Amortization of Interest Rate
Protection agreements and
Deferred Financing Costs....... 3,286 --- --- --- --- --- 3,286
Depreciation and Other
Amortization................... 28,049 --- --- --- --- --- 28,049
-------- ------ ---- ------ ------ ------- --------
Total Expenses............... 103,531 650 357 879 2,273 394 108,084
-------- ------ ---- ------ ------ ------- --------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item........... 36,524 1,447 890 2,483 6,272 764 48,380
Gain on Sales of Properties........ 4,344 --- --- --- --- --- 4,344
-------- ------ ---- ------ ------ ------- --------
Income Before Minority
Interest and Extraordinary
Item............................. 40,868 1,447 890 2,483 6,272 764 52,724
Income Allocated to Minority
Interest......................... (2,931) --- --- --- --- --- (2,931)
-------- ------ ---- ------ ------ ------- --------
Income Before Extraordinary
Item............................. 37,937 $1,447 $890 $2,483 $6,272 $ 764 $49,793
-------- ====== ==== ====== ====== ======= =======
Preferred Stock Dividends (3,919)
--------
Income Before Extraordinary
Item Available to Common
Shareholders..................... $ 34,018
========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 as of
December 31, 1996).............. $ 1.37
========
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of
December 31,1996, pro forma) ..
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
9
<PAGE> 11
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Lazarus First
Burman Industrial
Subtotal Properties Pro Forma Realty Trust,
Carry (Historical) Adjustments Inc.
Forward Note 2 (g) Note 2 (h) Pro Forma
------------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income................. $123,499 $18,606 $ --- $142,105
Tenant Recoveries and
Other Income................ 32,965 4,636 --- 37,601
------- ------- ----------- --------
Total Revenues............ 156,464 23,242 --- 179,706
------- ------- ----------- --------
EXPENSES:
Real Estate Taxes............. 25,790 4,767 --- 30,557
Repairs and Maintenance....... 6,327 1,477 --- 7,804
Property Management........... 5,686 732 --- 6,418
Utilities..................... 4,025 959 --- 4,984
Insurance..................... 1,028 275 --- 1,303
Other......................... 921 457 --- 1,378
General and Administrative.... 4,018 --- --- 4,018
Interest Expense.............. 28,954 --- 7,400 36,354
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs... 3,286 --- --- 3,286
Depreciation and Other
Amortization............... 28,049 --- 5,441 33,490
------- ------- ----------- --------
Total Expenses........... 108,084 8,667 12,841 129,592
------- ------- ----------- --------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ..... 48,380 14,575 (12,841) 50,114
Gain on Sales of Properties... 4,344 --- --- 4,344
------- ------- ----------- --------
Income Before Minority Interest
and Extraordinary Item...... 52,724 14,575 (12,841) 54,458
Income Allocated to Minority
Interest.................... (2,931) --- (3,620) (6,551)
------- ------- ----------- --------
Income Before Extraordinary
Item........................ $49,793 $14,575 $(16,461) 47,907
======= ======= ======== =======
Preferred Stock Dividends (3,919)
-------
Income Before Extraordinary
Item Available to Common
Shareholders................ $43,988
=======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 as of December 31,
1996).......................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of December 31,
1996, pro forma).............. $ 1.47
=======
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
10
<PAGE> 12
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
First Industrial Realty Trust, Inc. and its subsidiaries (the "Company")
was organized in the state of Maryland on August 10, 1993. The Company is a
real estate investment trust ("REIT") as defined in the Internal Revenue Code.
The accompanying unaudited pro forma statement of operations for the
Company reflects the historical operations of the Company for the period
January 1, 1996 through December 31, 1996 and the acquisition of 28 properties
(the "First Highland Properties") and 18 properties (the "Other Acquisition
Properties") acquired by the Company between January 1, 1996 and April 10, 1996
which were reported on Form 8-K/A No. 1 dated March 20, 1996. The unaudited
pro forma statement of operations also includes certain property acquisitions
by the Company between April 11, 1996 and January 31, 1997 which are reported
on this Form 8-K/A No. 1. The accompanying unaudited pro forma financial
statement has been prepared based upon certain pro forma adjustments to the
historical December 31, 1996 financial statements of the Company. The pro
forma statement of operations for the twelve months ended December 31, 1996 has
been prepared as if the properties acquired subsequent to December 31, 1995 had
been acquired on either January 1, 1996 or the lease commencement date if the
property was developed and as if the 5,175,000 shares of $.01 par value common
stock issued on February 2, 1996 (the "February 1996 Equity Offering") and the
5,750,000 shares of $.01 par value common stock issued on October 25, 1996 (the
"October 1996 Equity Offering") had been completed on January 1, 1996.
The unaudited pro forma financial statement is not necessarily indicative
of what the Company's results of operations would have been for the twelve
months ended December 31, 1996 had the properties been acquired as described
above, nor do they purport to present the future results of operations of the
Company.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - DECEMBER 31, 1996
(a) The historical operations reflect income from continuing operations of
the Company for the period January 1, 1996 through December 31, 1996 as
reported on the Company's Form 10-K dated March 27, 1997.
(b) The historical operations reflect the operations of the First Highland
Properties for the period January 1, 1996 through the acquisition date of
these properties on March 20, 1996.
(c) The historical operations reflect the operations of the Other
Acquisition Properties for the period January 1, 1996 through their
respective acquisition dates.
(d) The historical operations reflect the operations of 14 properties
acquired between April 11, 1996 and December 31, 1996 (the "Acquisition
Properties"), for the period January 1, 1996 through their respective
acquisition dates.
(e) The historical operations reflect the operations of 43 properties
acquired between April 11, 1996 and December 31, 1996 (the "1996
Acquisition Properties"), for the period January 1, 1996 through their
respective acquisition dates.
(f) The historical operations reflect the operations of the property
acquired January 9, 1997 (the "1997 Acquisition
Property"), for the period January 1, 1996 through December 31, 1996.
(g) The historical operations reflect the operations of the 39 properties
acquired on January 31, 1997 (the "Lazarus Burman Properties") for the
period January 1, 1996 through December 31, 1996.
11
<PAGE> 13
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(h) In connection with the First Highland Properties acquisition, the
Company assumed two mortgage loans totaling $9.4 million (the "Assumed
Indebtedness") and also entered into a new mortgage loan in the amount of
$36.8 million ( the "New Indebtedness"). The interest expense adjustment
reflects interest on the Assumed Indebtedness and the New Indebtedness as
if such indebtedness was outstanding beginning January 1, 1996.
In connection with the Lazarus Burman Properties acquisition, the Company
assumed two mortgage loans totaling $4.5 million (the "Lazarus Burman
Mortgage Loans"). The interest expense adjustment reflects interest on
the Lazarus Burman Mortgage Loans as if such indebtedness was outstanding
beginning January 1, 1996.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 2%) for the assumed earlier purchase of the Other Acquisition
Properties offset by the related interest savings related to the assumed
repayment of $59.4 million of acquisition facility borrowings on January
1, 1996 from the proceeds of the February 1996 Equity Offering.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at LIBOR plus 2%) for borrowings under the Company's
$150 million secured revolving credit facility (the "1994 Acquisition
Facility") or LIBOR plus 1.1% for borrowings under the Company's $200
million unsecured revolving credit facility (the "1996 Acquisition
Facility") for the assumed earlier purchase of the Acquisition Properties,
the 1996 Acquisition Properties, the 1997 Acquisition Property, and the
Lazarus Burman Properties, offset by the related interest savings related
to the assumed repayment of $84.2 million of acquisition facility
borrowings on January 1, 1996 from the proceeds of the October 1996 Equity
Offering.
The depreciation and amortization adjustment reflects the charges for the
First Highland Properties, the Other Acquisition Properties, the
Acquisition Properties, the 1996 Acquisition Properties, the 1997
Acquisition Property and the Lazarus Burman Properties from January 1,
1996 through the earlier of their respective acquisition date or December
31, 1996.
Income allocated to minority interest reflects income attributable to
units in First Industrial, L.P. owned by unitholders other than the
Company. The minority interest adjustment reflects a 12.03% minority
interest for the year ended December 31, 1996. This adjustment reflects
the income to unitholders for units issued in connection with certain
property acquisitions as if such units had been issued on January 1, 1996
and to reflect the earlier completion of the February 1996 Equity Offering
and the October 1996 Equity Offering as of January 1, 1996.
12
<PAGE> 14
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL REALTY TRUST, INC.
April 8, 1997 By: /s/ Michael J. Havala
---------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<PAGE> 15
EXHIBIT INDEX
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Exhibit No. Description
----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
14
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No.1 dated February 12,
1997 and the incorporation by reference into the Registrant's five previously
filed Registration Statements on Form S-3 (File Nos. 33-95190, 333-03999,
333-13225, 333-21873 and 333-21887), and the Registrant's previously filed
Registration Statement on Form S-8 (File No. 33-95188) of our report dated
March 26, 1997, on our audit of the combined historical statement of revenues
and certain expenses of the Lazarus Burman Properties for the year ended
December 31, 1996.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
April 8, 1997
