<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): DECEMBER 11, 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.)
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 First Industrial Realty Trust, Inc. and its
Subsidiaries' (the "Company") Form 8-K dated October 30, 1997, the Company
acquired 84 industrial properties and three land parcels for future development
from unrelated parties and one property from a related party during the period
November 1, 1997 through December 31, 1997, exclusive of the 64 industrial
properties acquired on December 9, 1997 (the "Sealy Acquisition Properties")
which have been reported on the Company's Form 8-K dated October 30, 1997. The
combined purchase price of the 85 industrial properties and three land parcels
acquired totaled approximately $180.2 million, excluding development costs
incurred subsequent to the acquisition of the land parcels and closing costs
incurred in conjunction with the acquisition of the industrial properties and
land parcels. The 85 industrial properties and three land parcels acquired are
described below and were funded with working capital, the issuance of limited
partnership units in First Industrial, L.P. (the "Units"), the issuance of $.01
par value common stock, borrowings under the Company's $200 million unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility"),
borrowings under the Company's $300 million unsecured revolving credit facility
(the "1997 Unsecured Acquisition Facility"), the issuance of other unsecured
debt and the assumption of secured debt. The Company will operate the
facilities as industrial rental property. With respect to the land parcels
purchased, the Company intends to develop the land parcels and operate the
facilities as industrial rental property.
In connection with the acquisition of 28 of the 85 industrial
properties acquired during the period November 1, 1997 through December 31,
1997, the Company completed negotiations to acquire an additional industrial
property (described below) by January 31, 1998 which will be funded with cash,
the issuance of Units and the assumption of debt. The Company will operate
this property as industrial rental property.
- - On November 19, 1997, the Company exercised an option that was granted on
March 19, 1996 to purchase a 100,000 square foot bulk warehouse property
located in Indianapolis, Indiana for approximately $3.3 million. The
property was purchased from Shadeland III Associates Limited Partnership, of
which, one of the Company's Senior Regional Directors was a limited partner.
Rental history commenced on August 1, 1997.
- - On November 24, 1997, the Company purchased a land parcel located in
Jeffersonville, Indiana for approximately $.9 million. The land parcel was
purchased from the Indiana Port Commission.
- - On December 5, 1997, the Company purchased three light industrial properties
totaling 262,488 square feet located in Tempe, Arizona. The aggregate
purchase price for these properties was approximately $18.8 million. The
properties were purchased from Opus Estates, L.L.C.
- - On December 5, 1997, the Company purchased a 174,854 square foot light
industrial property located in Tempe, Arizona. The purchase price for the
property was approximately $7.5 million. The property was purchased from
Opus West, L.L.C. Rental history had not yet commenced as of the date of
purchase.
- - On December 9, 1997, the Company purchased a 100,000 square foot light
industrial property located in Hicksville, New York. The purchase price for
the property was approximately $3.2 million. The property was purchased
from Sulzer Metco (U.S.) Inc. This property was owner occupied prior to
purchase.
- - On December 11, 1997, the Company purchased 28 light industrial properties
totaling 919,843 square feet and two land parcels located in Tampa, Florida.
The purchase price for these properties and land parcels was approximately
$47.3 million which was funded with $45.9 million in cash and the issuance
of 42,101 Units valued at $1.4 million. The properties and land parcels
were purchased from TR Developers, Thompson & Rubin, TRA Limited, Thompson
Center II Joint Venture, Thompson Center Adamo, L.P., Thompson-Rubin
Sunventure, Ltd., D.C. Thompson, Ltd., TK Properties and Thompson Center II
Joint Venture Land. In connection with this acquisition, the Company
completed negotiations with TK-SV to acquire an additional 44,427 square
foot light industrial property for approximately $3.2 million. This
property acquisition will be funded with cash, the issuance of Units and the
assumption of debt and is scheduled to close by January 31, 1998.
1
<PAGE> 3
- - On December 16, 1997, the Company purchased a 215,000 square foot light
industrial property located in Hicksville, New York. The purchase price for
the property was approximately $3.3 million. The property was purchased
from General Semiconductor, Inc. This property was owner occupied prior to
purchase.
- - On December 19, 1997, the Company purchased a 98,052 square foot light
industrial property located in Tempe, Arizona. The purchase price for the
property was approximately $10.3 million. The property was purchased from
Opus West Corporation. Rental history commenced on November 10, 1997.
- - On December 23, 1997, the Company purchased 36 light industrial properties
totaling 498,233 square feet in Salt Lake City, Utah. The purchase price for
these properties was approximately $22.7 million. The properties were
purchased from The Equitable Life Assurance Society of the United States.
- - On December 23, 1997, the Company purchased a 623,832 square foot bulk
warehouse property located in Denver, Pennsylvania for approximately $16.7
million. The property was purchased from F.W. Woolworth Company, a New York
Corporation. The property was owner occupied prior to purchase.
- - On December 23, 1997, the Company purchased two light industrial properties
totaling 346,819 square feet located in Houston, Texas. The purchase price
for these properties was approximately $11.1 million, which was funded with
$7.5 million in cash and the assumption of $3.6 million of debt. The
property was purchased from Midway Equities Cantex Commercial Properties.
- - On December 29, 1997, the Company purchased a 255,470 square foot bulk
warehouse property located in Hilliard, Ohio for approximately $7.4 million.
The property was purchased from Arredondo Children's Trust.
- - On December 29, 1997, the Company purchased a 21,900 square foot light
industrial property located in Hauppauge, New York. The purchase price for
the property was approximately $.7 million. The property was purchased from
The Burmax Company, Inc. This property was owner occupied prior to
purchase.
- - On December 29, 1997, the Company purchased eight light industrial
properties totaling 613,040 square feet in Ronkonkama, New York. The
purchase price for these properties was approximately $27.0 million. The
properties were purchased from The Equitable Life Assurance Society of the
United States.
2
<PAGE> 4
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Combined Historical Statements of Revenues and Certain
Expenses for the 1997 Acquisition IV Properties - Unaudited.
Combined Historical Statements of Revenues and Certain
Expenses for the 1997 Acquisition V Properties and Notes
thereto with Independent Accountant's report dated December
30, 1997.
Combined Historical Statements of Revenues and Certain
Expenses for the 1997 Acquisition VI Properties and Notes
thereto with Independent Accountant's report dated January 9,
1998.
Combined Historical Statements of Revenues and Certain
Expenses for the 1997 Acquisition VII Properties and Notes
thereto with Independent Accountant's report dated January 9,
1998.
(b) Pro Forma Financial Information:
Pro Forma Balance Sheet as of September 30, 1997.
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1997.
Pro Forma Statement of Operations for the Year Ended December
31, 1996.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibits Number Description
- --------------- -----------
<S> <C>
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
</TABLE>
3
<PAGE> 5
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
1997 ACQUISITION IV PROPERTIES
<S> <C>
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition IV Properties for the Nine Months Ended
September 30, 1997 and the Year Ended December 31, 1996
--Unaudited..................................................... 5
1997 ACQUISITION V PROPERTIES
Report of Independent Accountants............................... 6
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition V Properties for the Nine Months Ended
September 30, 1997 and for the Year Ended December 31, 1996..... 7
Notes to Combined Historical Statements of Revenues and Certain
Expenses........................................................ 8-9
1997 ACQUISITION VI PROPERTIES
Report of Independent Accountants................................ 10
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition VI Properties for the Nine Months Ended
September 30, 1997 and for the Year Ended December 31, 1996...... 11
Notes to Combined Historical Statements of Revenues and Certain
Expenses......................................................... 12-13
1997 ACQUISITION VII PROPERTIES
Report of Independent Accountants................................ 14
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition VII Properties for the Nine Months Ended
September 30, 1997 and for the Year Ended December 31, 1996....... 15
Notes to Combined Historical Statements of Revenues and Certain
Expenses.......................................................... 16-17
PRO FORMA FINANCIAL INFORMATION
Pro Forma Balance Sheet as of September 30, 1997.................. 18-19
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1997................................................ 20-22
Notes to Pro Forma Financial Statements........................... 23-26
Pro Forma Statement of Operations for the Year Ended December 31,
1996.............................................................. 27-30
Notes to Pro Forma Financial Statement............................ 31-34
</TABLE>
4
<PAGE> 6
1997 ACQUISITION IV 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 seven of 86
properties, of which 85 were acquired during the period November 1, 1997 through
December 31, 1997 and one property scheduled to be acquired by January 31,1998
by First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company")
(collectively, the "1997 Acquisition IV Properties"). These statements are
exclusive of 28 properties and one property scheduled to be acquired by January
31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties (the
"1997 Acquisition VI Properties") and eight properties (the "1997 Acquisition
VII Properties") acquired by the Company which have been audited and are
included elsewhere in this Form 8-K/ A No.1, additional parcels of land for
future development, four properties occupied by the previous owner prior to
acquisition and two properties in which rental history did not commence prior to
September 30, 1997.
The 1997 Acquisition IV Properties were acquired for an aggregate
purchase price of approximately $40.6 million and have an aggregate gross
leaseable area of 964,777 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, 1997 DECEMBER 31, 1996
(UNAUDITED) (UNAUDITED)
------------------ -----------------
<S> <C> <C>
Revenues:
Rental Income.............. $ 2,315 $ 2,230
Tenant Recoveries and Other Income...... 443 219
------------------ -----------------
Total Revenues..................... 2,758 2,449
------------------ -----------------
Expenses:
Real Estate Taxes....................... 329 217
Repairs and Maintenance................. 94 99
Property Management..................... 36 39
Utilities............................... 62 73
Insurance............................... 38 48
Other................................... 17 5
------------------ -----------------
Total Expenses..................... 576 481
------------------ -----------------
Revenues in Excess of Certain Expenses..... $ 2,182 $ 1,968
================== =================
</TABLE>
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 1997 Acquisition V Properties as described
in Note 1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition V 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 December 11, 1997 of First Industrial Realty Trust, Inc. and
is not intended to be a complete presentation of the 1997 Acquisition V
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 1997
Acquisition V Properties for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 30, 1997
6
<PAGE> 8
1997 ACQUISITION V PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Revenues:
Rental Income........................ $ 4,373 $ 5,822
Tenant Recoveries and Other Income... 611 791
------------------ -----------------
Total Revenues................... 4,984 6,613
------------------ -----------------
Expenses:
Real Estate Taxes.................... 559 659
Repairs and Maintenance.............. 380 560
Property Management.................. 186 234
Utilities............................ 140 187
Insurance............................ 65 88
Other................................ 60 52
------------------ -----------------
Total Expenses................. 1,390 1,780
------------------ -----------------
Revenues in Excess of Certain Expenses.. $ 3,594 $ 4,833
================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE> 9
1997 ACQUISITION V 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 28 properties and two
land parcels acquired on December 11, 1997 and one property scheduled to be
acquired by January 31, 1998 (together, the "1997 Acquisition V Properties") by
First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company").
The 1997 Acquisition V Properties have an aggregate purchase price of
approximately $50.5 million.
<TABLE>
<CAPTION>
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ------------------------- -------- -----------------
<S> <C> <C> <C> <C>
Tampa, Florida 28 919,843 December 11, 1997 January 1, 1996
Tampa, Florida 1 44,427 (a) January 1, 1996
-------------------------
TOTAL 29 964,270
=========================
</TABLE>
- -------------------------------------------------------------------------
(a) The Company has completed negotiations to acquire this property by January
31, 1998.
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 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 1997 Acquisition V 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. 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.
8
<PAGE> 10
1997 ACQUISITION V PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition V 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>
<CAPTION>
1997
Acquisition V
Properties
-------------
<S> <C>
1997 $ 5,398
1998 5,372
1999 4,415
2000 3,290
2001 2,002
Thereafter 4,225
-------------
Total $ 24,702
=============
</TABLE>
9
<PAGE> 11
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 1997 Acquisition VI Properties as
described in Note 1 for the year ended December 31, 1996. This financial
statement is the responsibility of the 1997 Acquisition VI 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 December 11, 1997 of First Industrial Realty Trust, Inc. and
is not intended to be a complete presentation of the 1997 Acquisition VI
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 1997 Acquisition VI Properties for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 9, 1998
10
<PAGE> 12
1997 ACQUISITION VI PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Revenues:
Rental Income............................ $ 1,622 $ 2,076
Tenant Recoveries and Other Income....... 435 553
------------------ -----------------
Total Revenues....................... 2,057 2,629
------------------ -----------------
Expenses:
Real Estate Taxes........................ 148 213
Repairs and Maintenance.................. 106 203
Property Management...................... 107 146
Utilities................................ 28 27
Insurance................................ 19 24
Other.................................... 27 78
------------------ -----------------
Total Expenses..................... 435 691
------------------ -----------------
Revenues in Excess of Certain Expenses...... $ 1,622 $ 1,938
================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
<PAGE> 13
1997 ACQUISITION VI 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 36 properties acquired
by First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company") on
December 23, 1997 (the "1997 Acquisition VI Properties").
The 1997 Acquisition VI Properties were acquired for an aggregate
purchase price of approximately $22.7 million.
<TABLE>
<CAPTION>
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ---------- ----------- --------- -----------------
<S> <C> <C> <C> <C>
Salt Lake City, Utah 36 498,233 December 23, 1997 January 1, 1996
------------------------
TOTAL 36 498,233
========================
</TABLE>
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 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 1997 Acquisition VI 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. 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.
12
<PAGE> 14
1997 ACQUISITION VI PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition VI 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>
<CAPTION>
1997
Acquisition VI
Properties
-------------
<S> <C>
1997 $ 1,803
1998 1,375
1999 902
2000 563
2001 245
Thereafter 447
-------------
Total $ 5,335
=============
</TABLE>
13
<PAGE> 15
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 1997 Acquisition VII Properties as
described in Note 1 for the year ended December 31, 1996. This financial
statement is the responsibility of the 1997 Acquisition VII 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 December 11, 1997 of First Industrial Realty Trust, Inc. and
is not intended to be a complete presentation of the 1997 Acquisition VII
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 1997 Acquisition VII Properties for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 9, 1998
14
<PAGE> 16
1997 ACQUISITION VII PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Revenues:
Rental Income........................... $ 2,506 $ 3,232
Tenant Recoveries and Other Income...... 412 744
------------------ -----------------
Total Revenues...................... 2,918 3,976
------------------ -----------------
Expenses:
Real Estate Taxes....................... 580 750
Repairs and Maintenance................. 354 507
Property Management..................... 45 60
Utilities............................... 135 174
Insurance............................... 27 40
Other................................... 6 84
------------------ -----------------
Total Expenses.................... 1,147 1,615
------------------ -----------------
Revenues in Excess of Certain Expenses..... $ 1,771 $ 2,361
================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
15
<PAGE> 17
1997 ACQUISITION VII 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 eight properties
acquired by First Industrial Realty Trust, Inc. and its Subsidiaries (the
"Company") on December 29, 1997 (the "1997 Acquisition VII Properties").
The 1997 Acquisition VII Properties were acquired for an aggregate
purchase price of approximately $27.0 million.
<TABLE>
<CAPTION>
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ---------- ----------- -------- -----------------
<S> <C> <C> <C> <C>
Ronkonkama, New York 8 613,040 December 29, 1997 January 1, 1996
-------------------------
TOTAL 8 613,040
=========================
</TABLE>
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 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 1997 Acquisition VII 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. 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.
16
<PAGE> 18
1997 ACQUISITION VII PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition VII 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>
<CAPTION>
1997
Acquisition VII
Properties
---------------
<S> <C>
1997 $ 3,121
1998 2,935
1999 2,733
2000 2,259
2001 1,536
Thereafter 5,882
---------------
Total $ 18,466
===============
</TABLE>
17
<PAGE> 19
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
First Industrial Punia Pacifica Sealy 1997
Realty Trust, Acquisition A Acquisition Acquisition Acquisition IIa
Inc. Properties Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e)
---------------- ------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land................................ $ 209,990 $ 1,044 $ 29,040 $ 19,891 $ 4,413
Buildings and Improvements.......... 1 ,183,333 5,919 164,560 112,716 25,007
Furniture, Fixtures and
Equipment......................... 1,423 --- --- --- ---
Construction in Progress............ 16,237 --- --- --- ---
Less: Accumulated Depreciation...... (112,107) --- --- --- ---
----------- --------- ---------- ---------- ----------
Net Investment in Real Estate..... 1,298,876 6,963 193,600 132,607 29,420
Cash and Cash Equivalents............. 3,871 (5,796) (171,094) (99,625) (18,647)
Restricted Cash....................... 8,729 --- --- --- ---
U.S. Government Securities, Net....... 307,344 --- --- --- ---
Tenant Accounts Receivable, Net....... 7,118 --- --- --- ---
Deferred Rent Receivable.............. 9,660 --- --- --- ---
Interest Rate Protection
Agreements, Net................... 55 --- --- --- ---
Deferred Financing Costs, Net......... 7,032 --- --- --- ---
Prepaid Expenses and Other
Assets, Net....................... 41,353 --- --- --- ---
----------- --------- ---------- ---------- ----------
Total Assets....................... $ 1,684,038 $ 1,167 $ 22,506 $ 32,982 $ 10,773
=========== ========= ========== ========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable................ $ 95,794 $ --- $ --- $ 7,996 $ 4,195
Defeased Mortgage Loan Payable........ 300,000 --- --- --- ---
Senior Unsecured Debt................. 349,170 --- --- --- ---
Acquisition Facilities Payable........ 92,600 --- --- --- ---
Accounts Payable and
Accrued Expenses.................. 40,405 --- --- --- ---
Rents Received in Advance
and Security Deposits............. 10,448 --- --- --- ---
Dividends/Distributions Payable....... 17,706 --- --- --- ---
----------- --------- ---------- ---------- ----------
Total Liabilities.................. 906,123 --- --- 7,996 4,195
----------- --------- ---------- ---------- ----------
Minority Interest....................... 95,683 1,167 22,506 24,986 6,578
Commitments and Contingencies........... --- --- --- --- ---
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997)............................... 17 --- --- --- ---
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997)............................... 309 --- --- --- ---
Additional Paid-in-Capital............ 754,355 --- --- --- ---
Distributions in Excess of
Accumulated Earnings................ (70,387) --- --- --- ---
Unamortized Value of
Restricted Stock Grants............. (2,062) --- --- --- ---
----------- --------- ---------- ---------- ----------
Total Stockholders' Equity......... 682,232 --- --- --- ---
----------- --------- ---------- ---------- ----------
Total Liabilities and
Stockholders' Equity............ $ 1,684,038 $ 1,167 $ 22,506 $ 32,982 $ 10,773
=========== ========= ========== ========== ==========
<CAPTION>
1997
Acquisition III
Properties Subtotal
(Historical) Carry
Note 2 (f) Forward
--------------- ---------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land................................ $ 2,657 $ 267,035
Buildings and Improvements.......... 15,053 1,506,588
Furniture, Fixtures and
Equipment......................... --- 1,423
Construction in Progress............ --- 16,237
Less: Accumulated Depreciation...... --- (112,107)
---------- ----------
Net Investment in Real Estate..... 17,710 1,679,176
Cash and Cash Equivalents............. (17,710) (309,001)
Restricted Cash....................... --- 8,729
U.S. Government Securities, Net....... --- 307,344
Tenant Accounts Receivable, Net....... --- 7,118
Deferred Rent Receivable.............. --- 9,660
Interest Rate Protection
Agreements, Net................... --- 55
Deferred Financing Costs, Net......... --- 7,032
Prepaid Expenses and Other
Assets, Net....................... --- 41,353
---------- ----------
Total Assets....................... $ --- $1,751,466
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable................ $ --- $ 107,985
Defeased Mortgage Loan Payable........ --- 300,000
Senior Unsecured Debt................. --- 349,170
Acquisition Facilities Payable........ --- 92,600
Accounts Payable and
Accrued Expenses.................. --- 40,405
Rents Received in Advance
and Security Deposits............. --- 10,448
Dividends/Distributions Payable....... --- 17,706
---------- ----------
Total Liabilities.................. --- 918,314
---------- ----------
Minority Interest....................... --- 150,920
Commitments and Contingencies........... --- ---
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997)............................... --- 17
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997)............................... --- 309
Additional Paid-in-Capital............ --- 754,355
Distributions in Excess of
Accumulated Earnings................ --- (70,387)
Unamortized Value of
Restricted Stock Grants............. --- (2,062)
---------- ----------
Total Stockholders' Equity......... --- 682,232
---------- ----------
Total Liabilities and
Stockholders' Equity............ $ --- $1,751,466
========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
18
<PAGE> 20
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1997 1997 1997
Acquisition IV Acquisition V Acquisition VI Acquisition VII
Subtotal Properties Properties Properties Properties
Carry (Historical) (Historical) (Historical) (Historical)
Forward Note 2 (g) Note 2 (h) Note 2 (i) Note 2 (j)
--------- -------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land.............................. $ 267,035 $ 6,091 $ 7,579 $ 3,398 $ 4,050
Buildings and Improvements........ 1,506,588 34,516 42,946 19,252 22,947
Furniture, Fixtures and
Equipment....................... 1,423 --- --- --- ---
Construction in Progress.......... 16,237 --- --- --- ---
Less: Accumulated Depreciation.... (112,107) --- --- --- ---
---------- ---------- ----------- ----------- ----------
Net Investment in Real Estate.... 1,679,176 40,607 50,525 22,650 26,997
Cash and Cash Equivalents........... (309,001) (37,009) (49,048) (22,650) (26,997)
Restricted Cash..................... 8,729 --- --- --- ---
U.S. Government Securities, Net..... 307,344 --- --- --- ---
Tenant Accounts Receivable, Net..... 7,118 --- --- --- ---
Deferred Rent Receivable............ 9,660 --- --- --- ---
Interest Rate Protection
Agreements, Net................. 55 --- --- --- ---
Deferred Financing Costs, Net....... 7,032 --- --- --- ---
Prepaid Expenses and Other
Assets, Net..................... 41,353 --- --- --- ---
---------- ---------- ----------- ----------- ----------
Total Assets..................... $1,751,466 $ 3,598 $ 1,477 $ --- $ ---
========== ========== =========== =========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable.............. $ 107,985 $ 3,598 $ --- $ --- $ ---
Defeased Mortgage Loan Payable...... 300,000 --- --- --- ---
Senior Unsecured Debt............... 349,170 --- --- --- ---
Acquisition Facilities Payable...... 92,600 --- --- --- ---
Accounts Payable and
Accrued Expenses................ 40,405 --- --- --- ---
Rents Received in Advance
and Security Deposits........... 10,448 --- --- --- ---
Dividends/Distributions Payable..... 17,706 --- --- --- ---
---------- ---------- ----------- ----------- ----------
Total Liabilities................ 918,314 3,598 --- --- ---
---------- ---------- ----------- ----------- ----------
Minority Interest..................... 150,920 --- 1,477 --- ---
Commitments and Contingencies......... --- --- --- --- ---
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997)............................. 17 --- --- --- ---
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997)............................. 309 --- --- --- ---
Additional Paid-in-Capital.......... 754,355 --- --- --- ---
Distributions in Excess of
Accumulated Earnings.............. (70,387) --- --- --- ---
Unamortized Value of
Restricted Stock Grants........... (2,062) --- --- --- ---
---------- ---------- ----------- ----------- ----------
Total Stockholders' Equity....... 682,232 --- --- --- ---
---------- ---------- ----------- ----------- ----------
Total Liabilities and
Stockholders' Equity.......... $1,751,466 $ 3,598 $ 1,477 $ --- $ ---
========== ========== =========== =========== ==========
<CAPTION>
First
Industrial
Pro Forma Realty Trust
Adjustments Inc.
Note 2 (k) Pro Forma
----------- ------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land.............................. $ 8,566 $ 296,719
Buildings and Improvements........ 35,369 1,661,618
Furniture, Fixtures and
Equipment....................... --- 1,423
Construction in Progress.......... --- 16,237
Less: Accumulated Depreciation.... --- (112,107)
---------- ----------
Net Investment in Real Estate.... 43,935 1,863,890
Cash and Cash Equivalents........... 444,705 --
Restricted Cash..................... --- 8,729
U.S. Government Securities, Net..... --- 307,344
Tenant Accounts Receivable, Net..... --- 7,118
Deferred Rent Receivable............ --- 9,660
Interest Rate Protection
Agreements, Net................. --- 55
Deferred Financing Costs, Net....... --- 7,032
Prepaid Expenses and Other
Assets, Net..................... --- 41,353
---------- ----------
Total Assets..................... $ 488,640 $2,245,181
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable.............. $ --- $ 111,583
Defeased Mortgage Loan Payable...... --- 300,000
Senior Unsecured Debt............... 299,808 648,978
Acquisition Facilities Payable...... 11,622 104,222
Accounts Payable and
Accrued Expenses................ --- 40,405
Rents Received in Advance
and Security Deposits........... --- 10,448
Dividends/Distributions Payable..... --- 17,706
---------- ----------
Total Liabilities................ 311,430 1,233,342
---------- ----------
Minority Interest..................... --- 152,397
Commitments and Contingencies......... --- ---
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997)............................. --- 17
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997)............................. 54 363
Additional Paid-in-Capital.......... 177,156 931,511
Distributions in Excess of
Accumulated Earnings.............. --- (70,387)
Unamortized Value of
Restricted Stock Grants........... --- (2,062)
---------- ----------
Total Stockholders' Equity....... 177,210 859,442
---------- ----------
Total Liabilities and
Stockholders' Equity.......... $ 488,640 $2,245,181
========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
19
<PAGE> 21
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 Lazarus Punia Other 1997
First Industrial Acquisition Burman Acquisition Acquisition
Realty Trust, Inc. Property Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical)
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d) Note 3 (e)
----------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental Income....................... $ 115,530 $ 20 $ 1,501 $ 5,354 $ 1,178
Tenant Recoveries and
Other Income...................... 31,117 5 374 1,157 482
Interest Income on U.S.
Government Securities............. 8,521 --- --- --- ---
---------- ----------- ---------- ----------- -----------
Total Revenues................... 155,168 25 1,875 6,511 1,660
---------- ----------- ---------- ----------- -----------
EXPENSES:
Real Estate Taxes................... 24,192 4 396 983 448
Repairs and Maintenance............. 6,134 1 119 267 53
Property Management................. 5,075 1 59 124 21
Utilities........................... 4,095 3 77 268 6
Insurance........................... 389 --- 22 85 9
Other............................... 1,209 --- 37 --- ---
General and Administrative.......... 4,264 --- --- --- ---
Interest Expense.................... 34,788 --- --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. 2,093 --- --- --- ---
Depreciation and Other
Amortization...................... 27,468 --- --- --- ---
---------- ----------- ---------- ----------- -----------
Total Expenses................... 109,707 9 710 1,727 537
---------- ----------- ---------- ----------- -----------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ 45,461 16 1,165 4,784 1,123
Disposition of Interest Rate
Protection Agreements............. 1,430 --- --- --- ---
Gain on Sales of Properties........... 4,186 --- --- --- ---
---------- ----------- ---------- ----------- -----------
Income Before Minority Interest
and Extraordinary Item............ 51,077 16 1,165 4,784 1,123
Income Allocated to Minority
Interest.......................... (3,502) --- --- --- ---
---------- ----------- ---------- ----------- -----------
Income Before Extraordinary
Item.............................. 47,575 16 1,165 4,784 1,123
---------- ----------- ---------- ----------- -----------
Preferred Stock Dividends............. (7,610) --- --- --- ---
---------- ----------- ---------- ----------- -----------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 39,965 $ 16 $ 1,165 $ 4,784 $ 1,123
========== =========== ========== =========== ===========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997)............................. $ 1.33
==========
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma)............................
<CAPTION>
1997
Acquisition I
Properties Subtotal
(Historical) Carry
Note 3 (f) Forward
------------- ---------
<S> <C> <C>
REVENUES:
Rental Income....................... $ 550 $ 124,133
Tenant Recoveries and
Other Income...................... 236 33,371
Interest Income on U.S.
Government Securities............. --- 8,521
---------- ----------
Total Revenues................... 786 166,025
---------- ----------
EXPENSES:
Real Estate Taxes................... 194 26,217
Repairs and Maintenance............. 31 6,605
Property Management................. 22 5,302
Utilities........................... 1 4,450
Insurance........................... 5 510
Other............................... --- 1,246
General and Administrative.......... --- 4,264
Interest Expense.................... --- 34,788
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. --- 2,093
Depreciation and Other
Amortization...................... --- 27,468
---------- ----------
Total Expenses................... 253 112,943
---------- ----------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ 533 53,082
Disposition of Interest Rate
Protection Agreements............. --- 1,430
Gain on Sales of Properties........... --- 4,186
---------- ----------
Income Before Minority Interest
and Extraordinary Item............ 533 58,698
Income Allocated to Minority
Interest.......................... --- (3,502)
---------- ----------
Income Before Extraordinary
Item.............................. 533 55,196
---------- ----------
Preferred Stock Dividends............. --- (7,610)
---------- ----------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 533 $ 47,586
========== ==========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997).............................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma)............................
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
20
<PAGE> 22
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Pacifica Sealy 1997
Acquisition Acquisition Acquisition II
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 3 (g) Note 3 (h) Note 3 (i)
--------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income........................................ $ 124,133 $ 13,400 $ 12,169 $ 4,779
Tenant Recoveries and
Other Income....................................... 33,371 2,925 1,452 1,120
Interest Income on U.S.
Government Securities.............................. 8,521 --- --- ---
------------ ------------- ------------- -------------
Total Revenues.................................... 166,025 16,325 13,621 5,899
------------ ------------- ------------- -------------
EXPENSES:
Real Estate Taxes.................................... 26,217 1,802 1,646 1,423
Repairs and Maintenance.............................. 6,605 1,410 1,354 240
Property Management.................................. 5,302 638 587 208
Utilities............................................ 4,450 459 364 36
Insurance............................................ 510 86 189 44
Other................................................ 1,246 40 --- 4
General and Administrative........................... 4,264 --- --- ---
Interest Expense..................................... 34,788 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs.............................................. 2,093 --- --- ---
Depreciation and Other
Amortization....................................... 27,468 --- --- ---
------------ ------------- ------------- -------------
Total Expenses.................................... 112,943 4,435 4,140 1,955
------------ ------------- ------------- -------------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............................. 53,082 11,890 9,481 3,944
Disposition of Interest Rate
Protection Agreements.............................. 1,430 --- --- ---
Gain on Sales of Properties............................ 4,186 --- --- ---
------------ ------------- ------------- -------------
Income Before Minority Interest
and Extraordinary Item............................. 58,698 11,890 9,481 3,944
Income Allocated to Minority
Interest........................................... (3,502) --- --- ---
------------ ------------- ------------- -------------
Income Before Extraordinary
Item............................................... 55,196 11,890 9,481 3,944
------------ ------------- ------------- -------------
Preferred Stock Dividends.............................. (7,610) --- --- ---
------------ ------------- ------------- -------------
Income Before Extraordinary
Item Available to Common
Shareholders....................................... $ 47,586 $ 11,890 $ 9,481 $ 3,944
============ ============= ============= =============
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997)..............................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma).............................................
<CAPTION>
1997 1997
Acquisition III Acquisition IV
Properties Properties Subtotal
(Historical) (Historical) Carry
Note 3 (j) Note 3 (k) Forward
--------------- ----------------- ----------
<S> <C> <C> <C>
REVENUES:
Rental Income........................................ $ 1,437 $ 2,315 $ 158,233
Tenant Recoveries and
Other Income....................................... 182 443 39,493
Interest Income on U.S.
Government Securities.............................. --- --- 8,521
----------- ----------- -----------
Total Revenues.................................... 1,619 2,758 206,247
----------- ----------- -----------
EXPENSES:
Real Estate Taxes.................................... 157 329 31,574
Repairs and Maintenance.............................. 109 94 9,812
Property Management.................................. 66 36 6,837
Utilities............................................ 44 62 5,415
Insurance............................................ 11 38 878
Other................................................ 40 17 1,347
General and Administrative........................... --- --- 4,264
Interest Expense..................................... --- --- 34,788
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs.............................................. --- --- 2,093
Depreciation and Other
Amortization....................................... --- --- 27,468
----------- ----------- -----------
Total Expenses.................................... 427 576 124,476
----------- ----------- -----------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............................. 1,192 2,182 81,771
Disposition of Interest Rate
Protection Agreements.............................. --- --- 1,430
Gain on Sales of Properties............................ --- --- 4,186
----------- ----------- -----------
Income Before Minority Interest
and Extraordinary Item............................. 1,192 2,182 87,387
Income Allocated to Minority
Interest........................................... --- --- (3,502)
----------- ----------- -----------
Income Before Extraordinary
Item............................................... 1,192 2,182 83,885
----------- ----------- -----------
Preferred Stock Dividends.............................. --- --- (7,610)
----------- ----------- -----------
Income Before Extraordinary
Item Available to Common
Shareholders....................................... $ 1,192 $ 2,182 $ 76,275
=========== =========== ===========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997)..............................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma).............................................
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
21
<PAGE> 23
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1997 1997
Acquisition Acquisition Acquisition
V VI VII
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 3 (l) Note 3 (m) Note 3 (n)
---------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income..................................... $158,233 $4,373 $1,622 $2,506
Tenant Recoveries and
Other Income..................................... 39,493 611 435 412
Interest Income on U.S.
Government Securities............................ 8,521 --- --- ---
-------- ------- ------- -------
Total Revenues.................................. 206,247 4,984 2,057 2,918
-------- ------- ------- -------
EXPENSES:
Real Estate Taxes................................. 31,574 559 148 580
Repairs and Maintenance........................... 9,812 380 106 354
Property Management............................... 6,837 186 107 45
Utilities......................................... 5,415 140 28 135
Insurance......................................... 878 65 19 27
Other............................................. 1,347 60 27 6
General and Administrative........................ 4,264 --- --- ---
Interest Expense.................................. 34,788 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................................ 2,093 --- --- ---
Depreciation and Other
Amortization..................................... 27,468 --- --- ---
-------- ------- ------- -------
Total Expenses.................................. 124,476 1,390 435 1,147
-------- ------- ------- -------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item........................... 81,771 3,594 1,622 1,771
Disposition of Interest Rate
Protection Agreements............................ 1,430 --- --- ---
Gain on Sales of Properties....................... 4,186 --- --- ---
-------- ------- ------- -------
Income Before Minority Interest
and Extraordinary Item........................... 87,387 3,594 1,622 1,771
Income Allocated to Minority
Interest......................................... (3,502) --- --- ---
-------- ------- ------- -------
Income Before Extraordinary
Item............................................. 83,885 3,594 1,622 1,771
-------- ------- ------- -------
Preferred Stock Dividends......................... (7,610) --- --- ---
-------- ------- ------- -------
Income Before Extraordinary
Item Available to Common
Shareholders..................................... $76,275 $3,594 $1,622 $1,771
======== ======= ======= =======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997)............................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma)...........................................
First
Pro Forma Industrial
Adjustments Realty Trust, Inc.
Note 3 (o) Pro Forma
----------- ------------------
<S> <C> <C>
REVENUES:
Rental Income..................................... $ --- $166,734
Tenant Recoveries and
Other Income..................................... 40,951
Interest Income on U.S.
Government Securities........................... --- 8,521
-------- --------
Total Revenues................................. --- 216,206
-------- --------
EXPENSES:
Real Estate Taxes................................. --- 32,861
Repairs and Maintenance........................... --- 10,652
Property Management............................... --- 7,175
Utilities......................................... --- 5,718
Insurance......................................... --- 989
Other............................................. --- 1,440
General and Administrative........................ --- 4,264
Interest Expense.................................. 12,276 47,064
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................................ --- 2,093
Depreciation and Other
Amortization..................................... 9,801 37,269
-------- --------
Total Expenses................................. 22,077 149,525
-------- --------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item.......................... (22,077) 66,681
Disposition of Interest Rate
Protection Agreements............................ --- 1,430
Gain on Sales of Properties....................... --- 4,186
-------- --------
Income Before Minority Interest
and Extraordinary Item.......................... (22,077) 72,297
Income Allocated to Minority
Interest........................................ (4,955) (8,457)
-------- --------
Income Before Extraordinary
Item............................................ (27,032) 63,840
-------- --------
Preferred Stock Dividends......................... (5,128) (12,738)
-------- --------
Income Before Extraordinary
Item Available to Common
Shareholders.................................... $(32,160) $ 51,102
======== ========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,139,896 for September 30,
1997)...........................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (36,142,332
for September 30, 1997, pro
forma)........................................... $ 1.41
========
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
22
<PAGE> 24
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 balance sheet and unaudited pro
forma statement of operations for the Company reflect the historical financial
position of the Company as of September 30, 1997, the historical operations of
the Company for the period January 1, 1997 through September 30, 1997, the
acquisition of one property on January 9, 1997 (the "1997 Acquisition
Property") and 39 properties acquired on January 31, 1997 (the "Lazarus Burman
Properties") which are reported on Form 8-K/A No.1 dated February 12, 1997, 15
properties (the "Punia Phase I Properties") acquired on June 30, 1997 and 33
properties acquired through December 5, 1997 (the "Punia Phase II Properties")
(together, the "Punia Acquisition Properties") which are reported on Form 8-K/A
No. 1 dated June 30, 1997, 11 properties acquired during the period February 1,
1997 through July 14, 1997 (the "Other 1997 Acquisition Properties") and two
properties acquired 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 91 properties on October 30, 1997 and the
additional 15 properties to be acquired within the next several months
(together, the "Pacifica Acquisition Properties"), 64 properties acquired on
December 9, 1997 (the "Sealy Acquisition Properties"), 25 properties acquired
during the period July 15, 1997 through October 31, 1997 (the "1997 Acquisition
II Properties") and seven properties acquired on October 17, 1997 (the "1997
Acquisition III Properties") which are reported on Form 8-K dated October 30,
1997 and seven properties (the "1997 Acquisition IV Properties"), 28 properties
and one property scheduled to be acquired by January 31, 1998 (together, the
"1997 Acquisition V Properties"), 36 properties (the "1997 Acquisition VI
Properties") and eight properties (the "1997 Acquisition VII Properties")
acquired during the period November 1, 1997 through December 31, 1997 reported
on this Form 8-K/A No.1 dated December 11, 1997.
The accompanying unaudited pro forma balance sheet as of September 30,
1997 has been prepared based upon certain pro forma adjustments to the
historical September 30, 1997 balance sheet of the Company. The unaudited pro
forma balance sheet as of September 30, 1997 has been prepared as if the
properties acquired subsequent to September 30, 1997 had been acquired on
September 30, 1997 and the issuance of 5,400,000 shares of $.01 par value common
stock on October 15, 1997 (the "October 1997 Equity Offering"), the assumption
of $15.8 million of secured debt, 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") and 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") had occurred on September 30, 1997.
The accompanying unaudited pro forma statement of operations for the
nine months ended September 30, 1997 has been prepared based upon certain pro
forma adjustments to the historical September 30, 1997 statement of operations
of the Company. The unaudited pro forma statement of operations for the nine
months ended September 30, 1997 has been prepared as if the properties acquired
subsequent to December 31, 1996 had been acquired on either January 1, 1996 or
the lease commencement date if the property was developed. In addition, the
unaudited pro forma statement of operations is prepared as if the 40,000 shares
of $1 par value Series B Cumulative Preferred Stock issued on May 14, 1997 (the
"Series B Preferred Stock Offering"), the 20,000 shares of $1 par value Series C
Cumulative Preferred Stock issued on June 6, 1997 (the "Series C Preferred Stock
Offering"), the 637,440 shares of $.01 par value common stock issued on
September 16, 1997 (the "September 1997 Equity Offering"), the October 1997
Equity Offering, the assumption of $20.3 million of secured debt, the issuance
of the 2005 Notes, the 2006 Notes and the 2017 Notes had been completed on
January 1, 1996.
The unaudited pro forma balance sheet is not necessarily indicative of
what the Company's financial position would have been as of September 30, 1997
had the transactions been consummated as described above, nor does it purport
to present the future financial position of the Company. The unaudited pro
forma statement of operations is not necessarily indicative of what the
Company's results of operations would have been for the nine months ended
23
<PAGE> 25
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
September 30, 1997 had the transactions been consummated as described above,
nor does it purport to present the future results of operations of the Company.
2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - SEPTEMBER 30,
1997
(a) The historical balance sheet reflects the financial position of the Company
as of September 30, 1997 as reported in the Company's Form 10-Q for the
quarter ended September 30, 1997.
(b) Represents the portion of the Punia Acquisition Properties that were
acquired subsequent to September 30, 1997 (the "Punia Acquisition A
Properties") as if the acquisitions had occurred on September 30, 1997.
The Punia Acquisition A Properties were acquired in a purchase transaction
for approximately $7.0 million which was funded with $5.8 million in cash
and the issuance of 39,364 limited partnership units in First Industrial,
L.P. (the "Units") valued at $1.2 million.
(c) Represents the purchase of the Pacifica Acquisition Properties as if the
acquisition had occurred on September 30, 1997. The Pacifica Acquisition
Properties were acquired in a purchase transaction for approximately $193.6
million which was funded with $171.1 million in cash and the issuance of
679,748 Units valued at $22.5 million.
(d) Represents the purchase of the Sealy Acquisition Properties as if the
acquisition had occurred on September 30, 1997. The Sealy Acquisition
Properties were acquired in a purchase transaction for approximately $132.6
million which was funded with $99.6 million in cash, the assumption of $8.0
million of mortgage debt and the issuance of 717,375 Units valued at $25.0
million.
(e) Represents the portion of the 1997 Acquisition II Properties that were
acquired subsequent to September 30, 1997 (the "1997 Acquisition IIa
Properties") as if the acquisitions had occurred on September 30, 1997.
The 1997 Acquisition IIa Properties were acquired in a purchase transaction
for approximately $29.4 million which was funded with $18.6 million in
cash, the assumption of $4.2 million of mortgage debt and the issuance of
199,226 Units valued at $6.6 million.
(f) Represents the purchase of the 1997 Acquisition III Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition III
Properties were acquired in a purchase transaction for approximately $17.7
million which was funded with cash.
(g) Represents the purchase of the 1997 Acquisition IV Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition IV
Properties were acquired in a purchase transaction for approximately $40.6
million which was funded with $37.0 million in cash and the assumption of
$3.6 million of mortgage debt.
(h) Represents the purchase of the 1997 Acquisition V Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition V
Properties were acquired in a purchase transaction for approximately $50.5
million which was funded with $49.1 million in cash and the issuance of
42,101 Units valued at $1.4 million.
(i) Represents the purchase of the 1997 Acquisition VI Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition VI
Properties were acquired in a purchase transaction for approximately $22.7
million which was funded with cash.
(j) Represents the purchase of the 1997 Acquisition VII Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition VII
Properties were acquired in a purchase transaction for approximately $27.0
million which was funded with cash.
24
<PAGE> 26
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(k) Represents the adjustments needed to present the pro forma balance sheet as
of September 30, 1997 as if the properties that were occupied by the
previous owner prior to acquisition and additional land parcels that were
acquired subsequent to September 30, 1997 had been acquired on September
30, 1997 and the October 1997 Equity Offering, borrowings subsequent to
September 30, 1997 under the Company's unsecured revolving credit
facilities, the issuance of the 2005 Notes, the issuance of the 2006 Notes
and the issuance of the 2017 Notes had occurred on September 30, 1997.
3. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
SEPTEMBER 30, 1997
(a) The historical operations reflect the operations of the Company for the
period January 1, 1997 through September 30, 1997 as reported in the
Company's Form 10-Q for the quarter ended September 30, 1997.
(b) The historical operations reflect the operations of the 1997 Acquisition
Property for the period January 1, 1997 through the acquisition date of
this property on January 9, 1997.
(c) The historical operations reflect the operations of the Lazarus Burman
Properties for the period January 1, 1997 through January 31, 1997.
(d) The historical operations reflect the operations of the Punia Acquisition
Properties for the period January 1, 1997 through June 30, 1997.
(e) The historical operations reflect the operations of the Other 1997
Acquisition Properties for the period January 1, 1997 through the earlier
of September 30, 1997 or their respective acquisition dates.
(f) The historical operations reflect the operations of the 1997 Acquisition I
Properties for the period January 1, 1997 through the earlier of September
30, 1997 or their respective acquisition dates.
(g) The historical operations reflect the operations of the Pacifica
Acquisition Properties for the period January 1, 1997 through September 30,
1997.
(h) The historical operations reflect the operations of the Sealy Acquisition
Properties for the period January 1, 1997 through September 30, 1997.
(i) The historical operations reflect the operations of the 1997 Acquisition II
Properties for the period January 1, 1997 through the earlier of September
30, 1997 or their respective acquisition dates.
(j) The historical operations reflect the operations of the 1997 Acquisition
III Properties for the period January 1, 1997 through September 30, 1997.
(k) The historical operations reflect the operations of the 1997 Acquisition IV
Properties for the period January 1, 1997 through September 30, 1997.
(l) The historical operations reflect the operations of the 1997 Acquisition V
Properties for the period January 1, 1997 through September 30, 1997.
(m) The historical operations reflect the operations of the 1997 Acquisition VI
Properties for the period January 1, 1997 through September 30, 1997.
(n) The historical operations reflect the operations of the 1997 Acquisition
VII Properties for the period January 1, 1997 through September 30, 1997.
25
<PAGE> 27
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(o) 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 for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1996.
In connection with the purchase of the Sealy Acquisition Properties, the
Company assumed an $8.0 million mortgage loan (the "Acquisition Mortgage
Loan I"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan I for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1996.
In connection with the purchase of the 1997 Acquisition II Properties, the
Company assumed a $4.2 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, 1996.
In connection with the purchase of the 1997 Acquisition IV Properties, the
Company assumed a $3.6 million mortgage loan (the "Acquisition Mortgage
Loan III"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan III for the pro forma period and 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 1% under the Company's $200 million unsecured revolving credit
facility (the"1996 Unsecured Acquisition Facility") or LIBOR plus .8% for
borrowings under the Company's $300 million unsecured revolving credit
facility (the "1997 Unsecured Acquisition Facility") for the assumed
earlier purchase of the 1997 Acquisition Property, the Lazarus Burman
Properties, the Punia Acquisition Properties, the Other 1997 Acquisition
Properties, the 1997 Acquisition I Properties, the Pacifica Acquisition
Properties, the Sealy Acquisition Properties, the 1997 Acquisition II
Properties, the 1997 Acquisition III Properties, the 1997 Acquisition IV
Properties, the 1997 Acquisition V Properties, the 1997 Acquisition VI
Properties and the 1997 Acquisition VII Properties offset by the interest
savings related to the assumed repayment of $144.0 million of acquisition
facility borrowings on January 1, 1996 from the proceeds of the Series B
Preferred Stock Offering and Series C Preferred Stock Offering and the
assumed repayment of $196.1 million of acquisition facility borrowings on
January 1, 1996 from the proceeds of the September 1997 Equity Offering and
the October 1997 Equity Offering and also reflects an increase in
interest expense due to the issuance of the 2005 Notes, the 2006 Notes and
the 2017 Notes as if such unsecured debt was outstanding as of January 1,
1996.
The depreciation and amortization adjustments reflect the charges for the
1997 Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties, the 1997
Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy
Acquisition Properties, the 1997 Acquisition II Properties, the 1997
Acquisition III Properties, the 1997 Acquisition IV Properties, the 1997
Acquisition V Properties, the 1997 Acquisition VI Properties and the 1997
Acquisition VII Properties from January 1, 1997 through the earlier of
their respective acquisition date or September 30, 1997 as if such
properties were acquired on January 1, 1996.
Income allocated to minority interest reflects income attributable to Units
owned by unit holders other than the Company. The minority interest
adjustment reflects a 14.2% minority interest for the nine months ended
September 30, 1997. 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 completion of
the Series B Preferred Stock Offering, the Series C Preferred Stock
Offering, the September 1997 Equity Offering and the October 1997 Equity
Offering as of January 1, 1996.
The preferred stock dividend adjustment reflects preferred dividends
attributable to the Series B Preferred Stock and the Series C Preferred
Stock as if such preferred stock was outstanding as of January 1, 1996.
26
<PAGE> 28
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
First Industrial First Other
Realty Highland Acquisition Acquisition
Trust, Inc. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
----------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income.......................... $109,113 $1,915 $1,029 $2,893
Tenant Recoveries and
Other Income......................... 30,942 182 218 469
--------- -------- ------- -------
Total Revenues..................... 140,055 2,097 1,247 3,362
--------- -------- ------- -------
EXPENSES:
Real Estate Taxes...................... 23,371 213 237 519
Repairs and Maintenance................ 5,408 134 45 139
Property Management.................... 5,067 86 40 109
Utilities.............................. 3,582 189 21 68
Insurance.............................. 877 28 14 44
Other.................................. 919 --- --- ---
General and Administrative............. 4,018 --- --- ---
Interest Expense....................... 28,954 --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs............. 3,286 --- --- ---
Depreciation and Other
Amortization......................... 28,049 --- --- ---
--------- -------- ------- -------
Total Expenses..................... 103,531 650 357 879
--------- -------- ------- -------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item................. 36,524 1,447 890 2,483
Gain on Sale of Properties............... 4,344 --- --- ---
--------- -------- ------- -------
Income Before Minority Interest
and Extraordinary Item................. 40,868 1,447 890 2,483
Income Allocated to Minority
Interest............................... (2,931) --- --- ---
--------- -------- ------- -------
Income Before Extraordinary
Item................................... 37,937 1,447 890 2,483
--------- -------- ------- -------
Preferred Stock Dividends ............... (3,919) --- --- ---
--------- -------- ------- -------
Income Before Extraordinary
Item Available to Common
Shareholders........................... $34,018 $1,447 $890 $2,483
========= ======== ======= =======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31,1996)...... $1.37
=========
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31, 1996,
pro forma).............................
<CAPTION>
1996 1997
Acquisition Acquisition
Properties Property
(Historical) (Historical) Subtotal
Note 2 (e) Note 2 (f) Carry Forward
----------- ------------- --------------
<S> <C> <C> <C>
REVENUES:
Rental Income.......................... $7,601 $948 $123,499
Tenant Recoveries and
Other Income......................... 944 210 32,965
-------- ------- ---------
Total Revenues..................... 8,545 1,158 156,464
-------- ------- ---------
EXPENSES:
Real Estate Taxes...................... 1,283 167 25,790
Repairs and Maintenance................ 539 62 6,327
Property Management.................... 354 30 5,686
Utilities.............................. 30 135 4,025
Insurance.............................. 65 --- 1,028
Other.................................. 2 --- 921
General and Administrative............. --- --- 4,018
Interest Expense....................... --- --- 28,954
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs............. --- --- 3,286
Depreciation and Other
Amortization......................... --- --- 28,049
-------- ------- ---------
Total Expenses..................... 2,273 394 108,084
-------- ------- ---------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item................. 6,272 764 48,380
Gain on Sale of Properties............... --- --- 4,344
-------- ------- ---------
Income Before Minority Interest
and Extraordinary Item................. 6,272 764 52,724
Income Allocated to Minority
Interest............................... --- --- (2,931)
-------- ------- ---------
Income Before Extraordinary
Item................................... 6,272 764 49,793
Preferred Stock Dividends ............... --- --- (3,919)
-------- ------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders........................... $6,272 $764 $ 45,874
======== ======= =========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31, 1996).....
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31, 1996,
pro forma).............................
</TABLE>
The accompanying notes are an integral part of
the pro forma financial statement.
27
<PAGE> 29
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Lazarus Punia Other 1997
Burman Acquisition Acquisition
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 2 (g) Note 2 (h) Note 2 (i)
--------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income................... $ 123,499 $ 18,606 $ 10,448 $ 3,829
Tenant Recoveries and Other
Income........................ 32,965 4,636 2,668 1,089
------------ ----------- ----------- ------------
Total Revenues............... 156,464 23,242 13,116 4,918
------------ ----------- ----------- ------------
EXPENSES:
Real Estate Taxes............... 25,790 4,767 1,908 1,131
Repairs and Maintenance......... 6,327 1,477 795 124
Property Management............. 5,686 732 329 89
Utilities....................... 4,025 959 586 27
Insurance....................... 1,028 275 160 30
Other........................... 921 457 218 ---
General and Administrative... 4,018 --- --- ---
Interest Expense.................. 28,954 --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........ 3,286 --- --- ---
Depreciation and Other
Amortization.................... 28,049 --- --- ---
------------ ----------- ----------- ------------
Total Expenses............... 108,084 8,667 3,996 1,401
------------ ----------- ----------- ------------
Income Before Gain on Sales
of Properties, Minority
Interest and Extraordinary
Item ........................... 48,380 14,575 9,120 3,517
Gain on Sales of Properties....... 4,344 --- --- ---
------------ ----------- ----------- ------------
Income Before Minority
Interest and Extraordinary
Item............................ 52,724 14,575 9,120 3,517
Income Allocated to Minority
Interest........................ (2,931) --- --- ---
------------ ----------- ----------- ------------
Income Before Extraordinary
Item............................ 49,793 14,575 9,120 3,517
------------ ----------- ----------- ------------
Preferred Stock Dividends......... (3,919) --- --- ---
------------ ----------- ----------- ------------
Income Before Extraordinary
Item Available to Common
Shareholders.................... $ 45,874 $ 14,575 $ 9,120 $ 3,517
============ =========== =========== ============
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December
31, 1996).......................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma)................
<CAPTION>
1997
Acquisition I
Properties Subtotal
(Historical) Carry
Note 2 (j) Forward
------------- ---------
<S> <C> <C>
REVENUES:
Rental Income................... $ 1,451 $ 157,833
Tenant Recoveries and Other
Income........................ 648 42,006
----------- -----------
Total Revenues............... 2,099 199,839
----------- -----------
EXPENSES:
Real Estate Taxes............... 490 34,086
Repairs and Maintenance......... 102 8,825
Property Management............. 54 6,890
Utilities....................... 7 5,604
Insurance....................... 22 1,515
Other........................... --- 1,596
General and Administrative... --- 4,018
Interest Expense.................. --- 28,954
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........ --- 3,286
Depreciation and Other
Amortization.................... --- 28,049
----------- -----------
Total Expenses............... 675 122,823
----------- -----------
Income Before Gain on Sales
of Properties, Minority
Interest and Extraordinary
Item ........................... 1,424 77,016
Gain on Sales of Properties....... --- 4,344
----------- -----------
Income Before Minority
Interest and Extraordinary
Item............................ 1,424 81,360
Income Allocated to Minority
Interest........................ --- (2,931)
----------- -----------
Income Before Extraordinary
Item............................ 1,424 78,429
----------- -----------
Preferred Stock Dividends......... --- (3,919)
----------- -----------
Income Before Extraordinary
Item Available to Common
Shareholders.................... $ 1,424 $ 74,510
=========== ===========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December
31, 1996).......................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma)................
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
28
<PAGE> 30
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997
Pacifica Sealy Acquisition
Acquisition Acquisition II
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 2(k) Note 2(l) Note 2(m)
---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income........................... $ 157,833 $ 16,849 $ 15,163 $ 6,213
Tenant Recoveries and
Other Income.......................... 42,006 3,453 1,546 1,256
--------- --------- -------- -------
Total Revenues...................... 199,839 20,302 16,709 7,469
--------- --------- -------- -------
EXPENSES:
Real Estate Taxes....................... 34,086 2,521 2,068 1,518
Repairs and Maintenance................. 8,825 1,554 1,546 424
Property Management..................... 6,890 767 700 254
Utilities............................... 5,604 547 329 53
Insurance............................... 1,515 116 264 56
Other................................... 1,596 155 --- 31
General and Administrative.............. 4,018 --- --- ---
Interest Expense........................ 28,954 --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.............. 3,286 --- --- ---
Depreciation and Other
Amortization.......................... 28,049 --- --- ---
--------- --------- -------- -------
Total Expenses...................... 122,823 5,660 4,907 2,336
--------- --------- -------- -------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item.................. 77,016 14,642 11,802 5,133
Gain on Sale of Properties................ 4,344 --- --- ---
--------- --------- -------- -------
Income Before Minority Interest
and Extraordinary Item.................. 81,360 14,642 11,802 5,133
Income Allocated to Minority
Interest................................ (2,931) --- --- ---
--------- --------- -------- -------
Income Before Extraordinary
Item.................................... 78,429 14,642 11,802 5,133
--------- --------- -------- -------
Preferred Stock Dividends ................ (3,919) --- --- ---
--------- --------- -------- -------
Income Before Extraordinary
Item Available to Common
Shareholders............................ $ 74,510 $ 14,642 $ 11,802 $ 5,133
========= ========= ======== =======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31,
1996)...................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma)........................
<CAPTION>
1997 1997
Acquisition Acquisition
III IV
Properties Properties Subtotal
(Historical) (Historical) Carry
Note 2 (n) Note 2 (o) Forward
-------------- -------------- ----------
<S> <C> <C> <C>
REVENUES:
Rental Income........................... $ 1,945 $ 2,230 $ 200,233
Tenant Recoveries and
Other Income.......................... 244 219 48,724
------- -------- ---------
Total Revenues...................... 2,189 2,449 248,957
------- -------- ---------
EXPENSES:
Real Estate Taxes....................... 222 217 40,632
Repairs and Maintenance................. 168 99 12,616
Property Management..................... 91 39 8,741
Utilities............................... 51 73 6,657
Insurance............................... 14 48 2,013
Other................................... 4 5 1,791
General and Administrative.............. --- --- 4,018
Interest Expense........................ --- --- 28,954
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.............. --- --- 3,286
Depreciation and Other
Amortization............................ --- --- 28,049
------- -------- ---------
Total Expenses...................... 550 481 136,757
------- -------- ---------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item.................. 1,639 1,968 112,200
Gain on Sale of Properties................ --- --- 4,344
------- -------- ---------
Income Before Minority Interest
and Extraordinary Item.................. 1,639 1,968 116,544
------- -------- ---------
Income Allocated to Minority
Interest................................ --- --- (2,931)
------- -------- ---------
Income Before Extraordinary
Item.................................... 1,639 1,968 113,613
------- -------- ---------
Preferred Stock Dividends ................ --- --- (3,919)
------- -------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders............................ $ 1,639 $ 1,968 $ 109,694
======= ======== =========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31,
1996)...................................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma)........................
</TABLE>
The accompanying notes are an integral part
of the pro forma financial statement.
29
<PAGE> 31
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1997 1997
Acquisition V Acquisition VI Acquisition VII
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 2 (p) Note 2 (q) Note 2 (r)
--------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Rental Income..................... $ 200,233 $ 5,822 $ 2,076 $ 3,232
Tenant Recoveries and
Other Income.................... 48,724 791 553 744
------------ ------------ ------------ ------------
Total Revenues................. 248,957 6,613 2,629 3,976
------------ ------------ ------------ ------------
EXPENSES:
Real Estate Taxes................. 40,632 659 213 750
Repairs and Maintenance........... 12,616 560 203 507
Property Management............... 8,741 234 146 60
Utilities......................... 6,657 187 27 174
Insurance......................... 2,013 88 24 40
Other............................. 1,791 52 78 84
General and Administrative........ 4,018 --- --- ---
Interest Expense.................. 28,954 --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........ 3,286 --- --- ---
Depreciation and Other
Amortization.................... 28,049 --- --- ---
------------ ------------ ------------ ------------
Total Expenses................. 136,757 1,780 691 1,615
------------ ------------ ------------ ------------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ 112,200 4,833 1,938 2,361
Gain on Sale of Properties.......... 4,344 --- --- ---
------------ ------------ ------------ ------------
Income Before Minority Interest
and Extraordinary Item............ 116,544 4,833 1,938 2,361
Income Allocated to Minority
Interest.......................... (2,931) --- --- ---
------------ ------------ ------------ ------------
Income Before Extraordinary
Item.............................. 113,613 4,833 1,938 2,361
------------ ------------ ------------ ------------
Preferred Stock Dividends .......... (3,919) --- --- ---
------------ ------------ ------------ ------------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 109,694 $ 4,833 $ 1,938 $ 2,361
============ ============ ============ ============
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31,
1996)............................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma).................
<CAPTION>
First
Industrial
Pro Forma Realty
Adjustments Trust, Inc.
Note 2 (s) Pro Forma
----------- -----------
<S> <C> <C>
REVENUES:
Rental Income..................... $ --- $ 211,363
Tenant Recoveries and
Other Income.................... --- 50,812
----------- ------------
Total Revenues................. --- 262,175
----------- ------------
EXPENSES:
Real Estate Taxes................. --- 42,254
Repairs and Maintenance........... --- 13,886
Property Management............... --- 9,181
Utilities......................... --- 7,045
Insurance......................... --- 2,165
Other............................. --- 2,005
General and Administrative........ --- 4,018
Interest Expense.................. 18,429 47,383
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........ --- 3,286
Depreciation and Other
Amortization.................... 19,313 47,362
----------- ------------
Total Expenses................. 37,742 178,585
----------- ------------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ (37,742) 83,590
Gain on Sale of Properties.......... --- 4,344
----------- ------------
Income Before Minority Interest
and Extraordinary Item............ (37,742) 87,934
Income Allocated to Minority
Interest.......................... (7,143) (10,074)
----------- ------------
Income Before Extraordinary
Item.............................. (44,885) 77,860
----------- ------------
Preferred Stock Dividends .......... (13,065) (16,984)
----------- ------------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ (57,950) $ 60,876
=========== ============
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 for December 31,
1996)............................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(36,142,332 for December 31,
1996, pro forma)................. $ 1.68
============
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
30
<PAGE> 32
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 acquisition of
14 properties (the "Acquisition Properties") and 43 properties (the "1996
Acquisition Properties") between April 11, 1996 and December 31, 1996, one
property acquired on January 9, 1997 (the "1997 Acquisition Property"), and 39
properties acquired on January 31, 1997 (the "Lazarus Burman Properties") which
are reported on Form 8-K/A No. 1 dated February 12, 1997, the acquisition of 15
properties (the "Punia Phase I Properties") acquired on June 30, 1997 and 33
properties acquired through December 5, 1997 (the "Punia Phase II Properties")
(together, the "Punia Acquisition Properties") which are reported on Form 8-K/A
No.1 dated June 30, 1997, 11 properties acquired during the period February 1,
1997 through July 14, 1997 (the "Other 1997 Acquisition Properties") and two
properties acquired 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 91 properties on October 30, 1997 and the
additional 15 properties to be acquired within the next several months
(together, the "Pacifica Acquisition Properties"), 64 properties acquired on
December 9, 1997 (the "Sealy Acquisition Properties"), 25 properties acquired
during the period July 15, 1997 through October 31, 1997 (the "1997 Acquisition
II Properties") and seven properties acquired on October 17, 1997 (the "1997
Acquisition III Properties") which are reported on Form 8-K dated October 30,
1997 and seven properties (the "1997 Acquisition IV Properties"), 28 properties
and one property scheduled to be acquired by January 31, 1998 (together, the
"1997 Acquisition V Properties"), 36 properties (the "1997 Acquisition VI
Properties") and eight properties (the "1997 Acquisition VII Properties")
acquired during the period November 1, 1997 through December 31, 1997 reported
on this Form 8-K/A No.1 dated December 11, 1997.
The accompanying unaudited pro forma statement of operations for the
year ended December 31, 1996 has been prepared based upon certain pro forma
adjustments to the historical December 31, 1996 statement of operations of the
Company. The unaudited pro forma statement of operations for the year 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"), the 5,750,000 shares of $.01 par value common stock issued on
October 25, 1996 (the "October 1996 Equity Offering"), the 40,000 shares of $1
par value Series B Cumulative Preferred Stock issued on May 14, 1997 (the
"Series B Preferred Stock Offering"), the 20,000 shares of $1 par value Series C
Cumulative Preferred Stock issued on June 6, 1997 (the "Series C Preferred Stock
Offering"), the 637,440 shares of $.01 par value common stock issued on
September 16, 1997 (the "September 1997 Equity Offering"), the 5,400,000 shares
of $.01 par value common stock issued on October 15, 1997 (the "October 1997
Equity Offering"), the assumption of $66.5 million of secured debt, 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") and 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") had been completed on January 1,
1996.
The unaudited pro forma statement of operations is not necessarily
indicative of what the Company's results of operations would have been for the
year ended December 31, 1996 had the transactions been consummated as described
above, nor does it purport to present the future results of operations of the
Company.
31
<PAGE> 33
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
2. STATEMENT OF OPERATIONS 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 the Acquisition
Properties for the period January 1, 1996 through their respective
acquisition dates.
(e) The historical operations reflect the operations of the 1996 Acquisition
Properties for the period January 1, 1996 through their respective
acquisition dates.
(f) The historical operations reflect the operations of the 1997 Acquisition
Property for the period January 1, 1996 through December 31, 1996.
(g) The historical operations reflect the operations of the Lazarus Burman
Properties for the period January 1, 1996 through December 31, 1996.
(h) The historical operations reflect the operations of the Punia Acquisition
Properties for the period January 1, 1996 through December 31, 1996.
(i) The historical operations reflect the operations of the Other 1997
Acquisition Properties for the period January 1, 1996 through December 31,
1996.
(j) The historical operations reflect the operations of the 1997 Acquisition I
Properties for the period January 1, 1996 through December 31, 1996.
(k) The historical operations reflect the operations of the Pacifica
Acquisition Properties for the period January 1, 1996 through December 31,
1996.
(l) The historical operations reflect the operations of the Sealy Acquisition
Properties for the period January 1, 1996 through December 31, 1996.
(m) The historical operations reflect the operations of the 1997 Acquisition II
Properties for the period January 1, 1996 through December 31, 1996.
(n) The historical operations reflect the operations of the 1997 Acquisition
III Properties for the period January 1, 1996 through December 31, 1996.
(o) The historical operations reflect the operations of the 1997 Acquisition IV
Properties for the period January 1, 1996 through December 31, 1996.
(p) The historical operations reflect the operations of the 1997 Acquisition V
Properties for the period January 1, 1996 through December 31, 1996.
(q) The historical operations reflect the operations of the 1997 Acquisition VI
Properties for the period January 1, 1996 through December 31, 1996.
32
<PAGE> 34
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(r) The historical operations reflect the operations of the 1997 Acquisition
VII Properties for the period January 1, 1996 through December 31, 1996.
(s) 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 for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1996.
In connection with the purchase of the Sealy Acquisition Properties, the
Company assumed an $8.0 million mortgage loan (the "Acquisition Mortgage
Loan I"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan I for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1996.
In connection with the 1997 Acquisition II Properties acquisition, the
Company assumed a $4.2 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, 1996.
In connection with the 1997 Acquisition IV Properties acquisition, the
Company assumed a $3.6 million mortgage loan (the "Acquisition Mortgage
Loan III"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan III for the pro forma period and 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 borrowings under the Company's $150 million secured revolving
credit facility (the "1994 Acquisition Facility") for the assumed earlier
purchase of the Other Acquisition Properties offset by the 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 1994
Acquisition Facility or LIBOR plus 1.1% for borrowings under the Company's
$200 million unsecured revolving credit facility (the "1996 Unsecured
Acquisition Facility") for the assumed earlier purchase of the Acquisition
Properties and the 1996 Acquisition 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 interest expense adjustment reflects an increase in the acquisition
facility borrowings at LIBOR plus 1% for borrowings under the 1996
Acquisition Facility or LIBOR plus .8% for borrowings under the Company's
$300 million unsecured acquisition facility (the "1997 Unsecured
Acquisition Facility") for the assumed earlier purchase of the 1997
Acquisition Property, the Lazarus Burman Properties, the Punia Acquisition
Properties, the Other 1997 Acquisition Properties, the 1997 Acquisition I
Properties, the Pacifica Acquisition Properties, the Sealy Acquisition
Properties, the 1997 Acquisition II Properties, the 1997 Acquisition III
Properties, the 1997 Acquisition IV Properties, the 1997 Acquisition V
Properties, the 1997 Acquisition VI Properties and the 1997 Acquisition VII
Properties offset by the interest savings related to the assumed repayment
of $144.0 million of acquisition facility borrowings on January 1, 1996
from the proceeds of the Series B Preferred Stock Offering and Series C
Preferred Stock Offering and the assumed repayment of $196.1 million of
acquisition facility borrowings on January 1, 1996 from the proceeds of the
September 1997 Equity Offering and the October 1997 Equity
33
<PAGE> 35
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
Offering and also reflects an increase in interest expense due to the
issuance of the 2005 Notes, the 2006 Notes and the 2017 Notes as if such
unsecured debt was outstanding as of January 1, 1996.
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, the
Lazarus Burman Properties, the Punia Acquisition Properties, the Other 1997
Acquisition Properties, the 1997 Acquisition I Properties, the Pacifica
Acquisition Properties, the Sealy Acquisition Properties, the 1997 Acquisition
II Properties, the 1997 Acquisition III Properties, the 1997 Acquisition IV
Properties, the 1997 Acquisition V Properties, the 1997 Acquisition VI
Properties and the 1997 Acquisition VII Properties from January 1, 1996 through
the earlier of their respective acquisition date or December 31, 1996 and if
such properties were acquired on January 1, 1996.
Income allocated to minority interest reflects income attributable to Units
owned by unitholders other than the Company. The minority interest adjustment
reflects a 14.2% 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 completion of the February 1996 Equity Offering, the
October 1996 Equity Offering, the Series B Preferred Stock Offering, the Series
C Preferred Stock Offering, the September 1997 Equity Offering and the October
1997 Equity Offering as of January 1, 1996.
The preferred stock dividend adjustment reflects preferred dividends
attributable to the Series B Preferred Stock and the Series C Preferred Stock
as if such preferred stock was outstanding as of January 1, 1996.
34
<PAGE> 36
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 REALTY TRUST, INC.
January 22, 1998 By: /s/ Michael J. Havala
--------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and
Accounting Officer)
35
<PAGE> 37
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
</TABLE>
36
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No.1 dated December 11,
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,
333-21887, 333-29879 and 333-43641), the Registrant's two previously filed
Registration Statements on Form S-8 (File No.'s 33-95188 and 333-36699), of our
report dated December 30, 1997 on our audit of the combined historical
statement of revenues and certain expenses of the 1997 Acquisition V Properties
for the year ended December 31, 1996, of our report dated January 9, 1998 on
our audit of the combined historical statement of revenues and certain expenses
of the 1997 Acquisition VI Properties for the year ended December 31, 1996 and
of our report dated January 9, 1998 on our audit of the combined historical
statement of revenues and certain expenses of the 1997 Acquisition VII
Properties for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 22, 1998
37
