1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
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): JUNE 30, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1997, First Industrial Realty Trust, Inc. and its Subsidiaries
( the "Company"), through First Industrial, L.P. (the "Operating Partnership"),
of which the Company is the sole general partner, acquired 12 light industrial
properties, two bulk warehouses and one office building (the "Punia Phase I
Properties") in New Jersey, totaling 697,778 square feet of gross leasable area
(the "Punia Phase I Acquisition"). The Punia Phase I Properties were acquired
for approximately $39.2 million which was funded with $36.0 million in cash and
the issuance of 107,516 limited partnership units in the Operating Partnership
(the "Units") valued at $3.2 million. The $36 million in cash was funded with
borrowings under the Company's $200 million unsecured revolving credit facility
(the "1996 Unsecured Acquisition Facility") with a group of banks for which the
First National Bank of Chicago and the Union Bank of Switzerland act as agents.
The $36.0 million borrowed under the Company's 1996 Unsecured Acquisition
Facility currently bears interest at LIBOR plus 1%. The Punia Phase I
Properties were acquired from Ethel Road Associates, Gamma Three Associates,
Jayeff Associates, RCP Associates, 244 Sheffield Associates, South Broad
Company, Suburban Roseland Associates, World's Fair 25 Associates, World's Fair
Associates, World's Fair Office Associates, and World's Fair V Associates
(together, the "Punia Group"). Prior to the Punia Phase I Acquisition, the
Punia Group was not affiliated with the Company, any affiliate of the Company
or any director or officer of the Company. Following the Punia Phase I
Acquisition, Jeff Punia and Hayden Tiger were appointed Regional Directors.
The Punia Phase I Properties will continue to be used for light industrial,
bulk warehouse and office use under the existing lease terms.
In connection with the Punia Phase I Acquisition, the Company completed
negotiations with the Punia Group to acquire an additional 33 properties
totaling 1,055,344 square feet of gross leasable area (the "Punia Phase II
Properties") and additional parcels of land for approximately $65.9 million
(the "Punia Phase II Acquisition"). The Punia Phase II Acquisition will be
funded with cash and Units and is scheduled to close by September 30, 1997.
The Punia Phase II Properties will be used for light industrial, bulk warehouse
and office use under the existing lease terms.
ITEM 5. OTHER EVENTS
Since the filing of the Company's Form 8-K/A No. 1 dated February 12,
1997, exclusive of the Punia Phase I Acquisition described above, the Company
acquired 20 industrial properties, eight land parcels for future development
and one parking lot from unrelated parties during the period February 1, 1997
through July 14, 1997, the closing date of the last industrial property
acquired. The combined purchase price for these industrial properties, land
parcels and parking lot totaled approximately $71.4 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, land parcels and parking lot. The 20 industrial
properties, eight land parcels and one parking lot acquired are described below
and were funded with working capital, the issuance of Units and borrowings
under the Company's 1996 Unsecured Acquisition Facility. The Company has
continued the pre-acquisition uses of the properties. With respect to the land
parcels purchased, the Company intends to develop the land parcels and operate
the facilities as industrial rental property.
- - On February 20, 1997, the Company purchased a 58,746 square foot light
industrial property located in Dayton, Ohio. The purchase price for the
property was approximately $1.5 million. The property was purchased from
Danis Properties Co., Inc.
- - On March 17, 1997, the Company purchased two bulk warehouse properties
totaling 312,500 square feet in York, Pennsylvania for approximately $8.4
million which was funded with $6.8 million in cash and 58,032 Units valued
at $1.6 million in the aggregate. The properties were purchased from
Valcor Properties.
- - On March 21, 1997, the Company purchased a 179,400 square foot bulk
warehouse property located in Taylor, Michigan for approximately $5.1
million. The property was purchased from National Wholesale Drug Company.
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- - On March 24, 1997, the Company purchased a 162,500 square foot light
industrial property located in Mechanicsburg, Pennsylvania. The purchase
price for the property was approximately $3.4 million. The property was
purchased from Kinney Service Corporation. This property was owner
occupied prior to purchase.
- - On March 28, 1997, the Company purchased a 84,956 square foot light
industrial property located in Buffalo Grove, Illinois. The purchase
price for the property was approximately $4.1 million. The property was
purchased from Wells Fargo Bank, N.A.
- - On March 31, 1997, the Company purchased a 112,082 square foot light
industrial property located in New Brighton, Minnesota. The purchase
price for the property was approximately $3.2 million. The property was
purchased from Lowy Group, Inc. This property was owner occupied prior to
purchase.
- - On March 31, 1997, the Company purchased a 79,675 square foot light
industrial property located in Brooklyn Park, Minnesota. The purchase
price for the property was approximately $4.4 million. The property was
purchased from Ryan Companies US, Inc. This property was owner occupied
prior to purchase.
- - On March 31, 1997, the Company purchased a parking lot located in Brooklyn
Park, Minnesota. The purchase price for the parking lot was approximately
$1.3 million. The parking lot was purchased from Damark International,
Inc.
- - On April 3, 1997, the Company purchased a 49,190 square foot light
industrial property located in Eden Prairie, Minnesota. The purchase
price for the property was approximately $2.1 million. The property was
purchased from The Prudential Insurance Company of America.
- - On April 4, 1997, the Company purchased a 243,000 square foot bulk
warehouse property located in Columbus, Ohio for approximately $5.4
million. The property was purchased from PMF Investments, L.L.C. and
Walcutt Road LTD.
- - On April 15, 1997, the Company purchased a land parcel located in
Shakopee, Minnesota for approximately $.8 million. The land parcel was
purchased from Valley Green Business Park Limited Partnership.
- - On April 28, 1997, the Company purchased a land parcel located in St.
Louis, Missouri for approximately $.8 million. The land parcel was
purchased from Stitch-Tec Co., Inc.
- - On May 9, 1997, the Company purchased a land parcel located in Romulus,
Michigan for approximately $.7 million. The land parcel was purchased
from Yves Rea.
- - On May 29, 1997, the Company purchased a 320,171 square foot bulk
warehouse property located in Alsip, Illinois for approximately $8.1
million. The property was purchased from Sammis PCA Partners.
- - On May 30, 1997, the Company purchased a land parcel located in
Cumberland, Pennsylvania for approximately $.4 million. The land parcel
was purchased from Kinney Service Corporation.
- - On June 2, 1997, the Company purchased two light industrial properties
totaling 92,815 square feet located in West Allis, Wisconsin. The
purchase price of the properties was approximately $3.2 million. The
properties were purchased from RREEF Mid America Fund III.
- - On June 2, 1997, the Company purchased a 178,600 square foot bulk
warehouse property located in Mechanicsburg, Pennsylvania for
approximately $4.6 million. The property was purchased from Cumberland
Partners. This property was owner occupied prior to purchase.
- - On June 5, 1997, the Company purchased a 25,150 square foot light
industrial property located in Wauwatosa, Wisconsin. The purchase price
for the property was approximately $.8 million. The property was
purchased from American Paper and Packaging Corporation. This property
was owner occupied prior to purchase.
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- - On June 9, 1997, the Company purchased a land parcel located in
Shreveport, Louisiana for approximately $.1 million. The land parcel was
purchased from Crow-Shreveport No. 1 Limited Partnership.
- - On June 12, 1997, the Company purchased a land parcel located in Lorain
County, Ohio for approximately $.7 million. The land parcel was purchased
from the Key Trust Company of Ohio, N.A.
- - On June 13, 1997, the Company purchased a 25,254 square foot light
industrial property located in Green Bay, Wisconsin. The purchase price
for the property was approximately $.8 million. The property was
purchased from Wisconsin Public Service Corporation. This property was
owner occupied prior to purchase.
- - On June 20, 1997, the Company purchased a 59,075 square foot light
industrial property located in LaGrange, Illinois. The purchase price for
the property was approximately $2.5 million. The property was purchased
from Chicago Trust Company KATN 1535.
- - On June 20, 1997, the Company purchased a land parcel located in
Minneapolis, Minnesota for approximately $.8 million which was funded
entirely with the issuance of 25,342 Units. The land parcel was purchased
from Malcolm Properties, L.L.C.
- - On June 26, 1997, the Company purchased a 39,800 square foot light
industrial property located in Wauwatosa, Wisconsin. The purchase price
for the property was approximately $1.4 million. The property was
purchased from Matex, Inc.
- - On June 26, 1997, the Company purchased a land parcel located in
Brookfield, Wisconsin for approximately $1.0 million. The land parcel was
purchased from MLG/JLP Twenty East Limited Partnership.
- - On June 30, 1997, the Company purchased a 212,040 square foot light
industrial property located in Elk Grove Village, Illinois. The purchase
price for the property was approximately $3.1 million. The property was
purchased from 2201 Lunt Avenue Venture.
- - On July 14, 1997, the Company purchased a 52,402 square foot light
industrial property located in Oakland, New Jersey. The purchase price
for the property was approximately $2.7 million. The property was
purchased from Willinger Bros., Inc. This property was owner occupied
prior to purchase.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Combined Historical Statements of Revenues and Certain Expenses
for the Other 1997 Acquisition Properties - Unaudited.
* Combined Historical Statements of Revenues and Certain Expenses
for the Punia Acquisition Properties and Notes thereto with
Independent Accountant's report dated July 30, 1997.
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition I Properties and Notes thereto with
Independent Accountant's report dated October 13, 1997.
(b) Pro Forma Financial Information:
Pro Forma Statement of Operations for the Six Months Ended June
30, 1997.
Pro Forma Statement of Operations for the Year Ended
December 31, 1996.
(c) Exhibits.
Exhibits Number Description
--------------- -----------
23 Consent of Coopers & Lybrand L.L.P.
Independent Accountants
*Previously Filed
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INDEX TO FINANCIAL STATEMENTS
PAGE
OTHER 1997 ACQUISITION PROPERTIES
Combined Historical Statements of Revenues and
Certain Expenses for the Other 1997 Acquisition
Properties for the Six Months Ended June 30, 1997
and the Year Ended December 31, 1996
--Unaudited........................................... 6
1997 ACQUISITION I PROPERTIES
Report of Independent Accountants.................... 7
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition I
Properties for the Six Months Ended June 30, 1997
and for the Year Ended December 31,
1996................................................. 8
Notes to Combined Historical Statements of Revenues
and Certain Expenses................................. 9-10
PRO FORMA FINANCIAL INFORMATION
Pro Forma Statement of Operations for the Six
Months Ended June 30, 1997......................... 11
Notes to Pro Forma Financial Statements............. 12-13
Pro Forma Statement of Operations for the Year
Ended December 31, 1996............................. 14-15
Notes to Pro Forma Financial Statements............. 16-18
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OTHER 1997 ACQUISITION 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 11 of the 13
properties acquired by First Industrial Realty Trust, Inc. and its subsidiaries
(the "Company") during the period February 1, 1997 through July 14, 1997 ( the
"Other 1997 Acquisition Properties"). These statements are exclusive of 15
properties (the "Punia Phase I Properties") acquired by the Company and 33
properties (the "Punia Phase II Properties") contracted to be acquired by the
Company (together, the "Punia Acquisition Properties"), which have been audited
and are reported on Form 8-K/A No.1, dated June 30, 1997, two properties (the
"1997 Acquisition I Properties") acquired by the company which have been
audited and are included elsewhere in this Form 8-K/A No. 2, one parking lot,
additional parcels of land for future development and seven properties occupied
by the previous owner during the period February 1, 1997 through July 14, 1997.
The Other 1997 Acquisition Properties were acquired for an aggregate
purchase price of approximately $31.4 million, have an aggregate gross
leaseable area of 1,088,522 square feet and were 98.4% leased as of June 30,
1997. A description of each property is included in Item 5.
FOR THE SIX FOR THE
MONTHS ENDED YEAR ENDED
JUNE 30, 1997 DECEMBER 31, 1996
(UNAUDITED) (UNAUDITED)
-------------- -----------------
Revenues:
Rental Income........................................ $ 1,963 $ 3,829
Tenant Recoveries and Other Income................... 617 1,089
-------- --------
Total Revenues.................................. 2,580 4,918
-------- --------
Expenses:
Real Estate Taxes.................................... 565 1,131
Repairs and Maintenance.............................. 59 124
Property Management.................................. 28 89
Utilities............................................ 9 27
Insurance............................................ 11 30
Other................................................ 25 --
-------- --------
Total Expenses.................................. 697 1,401
-------- --------
Revenues in Excess of Certain Expenses............... $ 1,883 $ 3,517
======== ========
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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 I Properties as described in Note
1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition I 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. 2 dated June 30, 1997 of First Industrial Realty Trust, Inc. and is
not intended to be a complete presentation of the 1997 Acquisition I
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 I Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 13, 1997
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1997 ACQUISITION I PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
FOR THE SIX
MONTHS ENDED FOR THE
JUNE 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
--------------- -------------------
Revenues:
Rental Income....................................... $ 772 $ 1,451
Tenant Recoveries and Other Income.................. 302 648
------- -------
Total Revenues................................. 1,074 2,099
------- -------
Expenses:
Real Estate Taxes................................... 244 490
Repairs and Maintenance............................. 33 102
Property Management................................. 26 54
Utilities........................................... 2 7
Insurance........................................... 6 22
Other............................................... -- --
------- -------
Total Expenses................................. 311 675
------- -------
Revenues in Excess of Certain Expenses.............. $ 763 $ 1,424
======= =======
The accompanying notes are an integral part of the financial statements.
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1997 ACQUISITION I 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 two properties acquired by
First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") during
the period February 1, 1997 through July 14, 1997 (the "1997 Acquisition I
Properties").
The 1997 Acquisition I Properties were acquired for an aggregate purchase
price of approximately $13.5 million and were 98.5% leased at June 30, 1997.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ----------------------- -------- -----------------
Columbus, OH 1 243,000 April 4, 1997 January 1, 1996
Chicago, IL 1 320,171 May 29, 1997 January 1, 1996
------------------------
TOTAL 2 563,171
========================
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the six months ended June 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 I 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.
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1997 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition I 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:
1997
Acquisition I
Properties
-------------
1997 $ 1,526
1998 1,373
1999 357
2000 12
2001 -
Thereafter -
---------
Total $ 3,268
=========
Two tenants represent approximately 60.4% and 12.8% of rental income,
respectively, for the year ended December 31, 1996 and 55.3% and 14.4% of the
gross leasable area, respectively, at December 31, 1996.
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FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
First Industrial 1997 Acquisition
Realty Trust, Inc. Property Lazarus Burman Punia Acquisition
(Historical) (Historical) Properties Properties
Note 2 (a) Note 2 (b) (Historical) Note 2 (c) (Historical) Note 2 (d)
------------------ ---------------- ----------------------- ------------------------
REVENUES:
Rental Income....................... $ 74,709 $ 20 $ 1,501 $ 5,354
Tenant Recoveries and
Other Income...................... 19,925 5 374 1,157
Interest Income on U.S.
Government Securities............. 4,157 --- --- ---
-------- ------ ------- -------
Total Revenues................. 98,791 25 1,875 6,511
-------- ------ ------- -------
EXPENSES:
Real Estate Taxes................... 15,647 4 396 983
Repairs and Maintenance............. 4,286 1 119 267
Property Management................. 3,519 1 59 124
Utilities........................... 2,825 3 77 268
Insurance........................... 276 --- 22 85
Other............................... 854 --- 37 ---
General and Administrative.......... 2,690 --- --- ---
Interest Expense.................... 21,321 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. 1,380 --- --- ---
Depreciation and Other
Amortization...................... 17,712 --- --- ---
-------- ------ ------- -------
Total Expenses................. 70,510 9 710 1,727
-------- ------ ------- -------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ 28,281 16 1,165 4,784
Disposition of Interest Rate
Protection Agreements............. 1,430 --- --- ---
Gain on Sales of Properties......... 3,999 --- --- ---
-------- ------ ------- -------
Income Before Minority Interest
and Extraordinary Item............ 33,710 16 1,165 4,784
Income Allocated to Minority
Interest.......................... (1,950) --- --- ---
-------- ------ ------- -------
Income Before Extraordinary
Item.............................. 31,760 16 1,165 4,784
-------- ------ ------- -------
Preferred Stock Dividends........... (3,365) --- --- ---
-------- ------ ------- -------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 28,395 $ 16 $ 1,165 $ 4,784
======== ====== ======= =======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,080,434 as of June 30, 1997).. $ .94
========
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (30,080,434
as of June 30, 1997, pro forma)..
Other 1997 1997
Acquisition Acquisition I
Properties Properties First Industrial
(Historical) (Historical) Pro Forma Realty Trust, Inc.
Note 2 (e) Note 2 (f) Adjustments Note 2 (g) Pro Forma
------------ ------------- --------------------- --------------------
REVENUES:
Rental Income....................... $ 1,178 $ 550 $ --- $83,312
Tenant Recoveries and
Other Income...................... 482 236 --- 22,179
Interest Income on U.S.
Government Securities............. --- --- --- 4,157
-------- ------ ------- -------
Total Revenues................. 1,660 786 --- 109,648
-------- ------ ------- -------
EXPENSES:
Real Estate Taxes................... 448 194 --- 17,672
Repairs and Maintenance............. 53 31 --- 4,757
Property Management................. 21 22 --- 3,746
Utilities........................... 6 1 --- 3,180
Insurance........................... 9 5 --- 397
Other............................... --- --- --- 891
General and Administrative.......... --- --- --- 2,690
Interest Expense.................... --- --- (435) 20,886
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. --- --- --- 1,380
Depreciation and Other
Amortization...................... --- --- 1,494 19,206
-------- ------ ------- -------
Total Expenses................. 537 253 1,059 74,805
-------- ------ ------- -------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item............ 1,123 533 (1,059) 34,843
Disposition of Interest Rate
Protection Agreements............. --- --- --- 1,430
Gain on Sales of Properties......... --- --- --- 3,999
-------- ------ ------- -------
Income Before Minority Interest
and Extraordinary Item............ 1,123 533 (1,059) 40,272
Income Allocated to Minority
Interest.......................... --- --- (355) (2,305)
-------- ------ ------- -------
Income Before Extraordinary
Item.............................. 1,123 533 (1,414) 37,967
-------- ------ ------- -------
Preferred Stock Dividends........... --- --- (5,126) (8,491)
-------- ------ ------- -------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 1,123 $ 533 $(6,540) $29,476
======== ====== ======= =======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(30,080,434 as of June 30, 1997)..
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding (30,080,434
as of June 30, 1997, pro forma).. $ .98
=======
The accompanying notes are an integral part of
the pro forma financial statement.
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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 accompany unaudited proforma statement of operations for the Company
reflects the historical operations of the Company for the period January 1,
1997 through June 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 the additional 33 properties (the "Punia Phase II
Properties") to be acquired by September 30, 1997 (together, the "Punia
Acquisition Properties") which are reported on Form 8-K/A No.1 dated June 30,
1997 and 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 this Form 8-K/A No. 2.
The accompanying unaudited pro forma financial statement has been prepared
based upon certain pro forma adjustments to the historical June 30, 1997
financial statements of the Company. The pro forma statement of operations for
the six months ended June 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 and 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") and the 20,000 shares of $1
par value Series C Cumulative Preferred Stock issued on June 6, 1997 (the
"Series C Preferred Stock Offering") had been completed on January 1, 1996.
The unaudited pro forma financial statement is not necessarily indicative
of what the Company's results of operations would have been for the six months
ended June 30, 1997 had the properties been acquired as described above, nor do
they purport to present the future results of operations of the Company.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - JUNE 30, 1997
(a) The historical operations reflect the operations of the Company for the
period January 1, 1997 through June 30, 1997 as reported on the Company's
Form 10-Q/A No.1 dated August 26, 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.
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FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(e) The historical operations reflect the operations of the Other 1997
Acquisition Properties for the period January 1, 1997 through the earlier
of June 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 June 30, 1997 or their respective acquisition dates.
(g) In connection with the Lazarus Burman Properties acquisition, the
Company assumed two mortgage loans totaling $4.5 million (the "Lazarus
Burman Mortgage Loans"). The interest expense adjustment reflects
interest on the Lazarus Burman Mortgage Loans as if such indebtedness was
outstanding beginning January 1, 1996.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 1%) for the assumed earlier purchase of the 1997 Acquisition
Property, the Lazarus Burman Properties, the Punia Acquisition Properties,
the Other 1997 Acquisition Properties and the 1997 Acquisition I
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.
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 and the 1997
Acquisition I Properties from January 1, 1997 through the earlier of their
respective acquisition date or June 30, 1997.
Income allocated to minority interest reflects income attributable to
units in First Industrial, L.P. (the "Units") owned by unit holders other
than the Company. The minority interest adjustment reflects an 11.99%
minority interest for the six months ended June 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 and the Series C Preferred Stock 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.
13
15
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
First Industrial
Realty First Highland Other Acquisition Acquisition
Trust, Inc. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
---------------- --------------- ------------------ ----------------
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 as of December
31,1996)......................... $ 1.37
Pro Forma Income Before ==========
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of
December 31, 1996, pro
forma)...........................
1996 1997
Acquisition Acquisition
Properties Property
(Historical) (Historical) Subtotal
Note 2 (e) Note 2 (f) Carry Forward
------------- ------------- ---------------
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 as of December
31,1996).........................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of
December 31, 1996, pro
forma)...........................
The accompanying notes are an integral part of
the pro forma financial statement
14
16
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Other 1997 1997
Lazarus Burman Punia Acquisition Acquisition Acquisition I
Properties Properties Properties Properties
Subtotal (Historical) (Historical) (Historical) (Historical)
Carry Forward Note 2 (g) Note 2 (h) Note 2 (i) Note 2 (j)
-------------- --------------- ------------------ -------------- --------------
REVENUES:
Rental Income....................... $123,499 $18,606 $10,448 $3,829 $1,451
Tenant Recoveries and Other
Income............................ 32,965 4,636 2,668 1,089 648
-------- ------- ------- ------ ------
Total Revenues................. 156,464 23,242 13,116 4,918 2,099
-------- ------- ------- ------ ------
EXPENSES:
Real Estate Taxes................... 25,790 4,767 1,908 1,131 490
Repairs and Maintenance............. 6,327 1,477 795 124 102
Property Management................. 5,686 732 329 89 54
Utilities........................... 4,025 959 586 27 7
Insurance........................... 1,028 275 160 30 22
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 1,401 675
-------- ------- ------- ------ ------
Income Before Gain on Sales
of Properties, Minority
Interest and Extraordinary
Item ............................. 48,380 14,575 9,120 3,517 1,424
Gain on Sales of Properties......... 4,344 --- --- --- ---
-------- ------- ------- ------ ------
Income Before Minority
Interest and Extraordinary
Item.............................. 52,724 14,575 9,120 3,517 1,424
Income Allocated to Minority
Interest.......................... (2,931) --- --- --- ---
-------- ------- ------- ------ ------
Income Before Extraordinary
Item.............................. 49,793 14,575 9,120 3,517 1,424
-------- ------- ------- ------ ------
Preferred Stock Dividends........... (3,919) --- --- --- ---
-------- ------- ------- ------ ------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $ 45,874 $14,575 $ 9,120 $3,517 $1,424
======== ======= ======= ====== ======
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 as of December
31, 1996).........................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of December
31, 1996, pro forma)..............
First
Pro Forma Industrial
Adjustments Realty Trust, Inc.
Note 2 (k) Pro Forma
------------ -------------------
REVENUES:
Rental Income....................... $ --- $157,833
Tenant Recoveries and Other
Income............................ --- 42,006
-------- --------
Total Revenues................. --- 199,839
-------- --------
EXPENSES:
Real Estate Taxes................... --- 34,086
Repairs and Maintenance............. --- 8,825
Property Management................. --- 6,890
Utilities........................... --- 5,604
Insurance........................... --- 1,515
Other............................... --- 1,596
General and Administrative.......... --- 4,018
Interest Expense.................... 5,303 34,257
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.......... --- 3,286
Depreciation and Other
Amortization...................... 8,249 36,298
-------- --------
Total Expenses................ 13,552 136,375
-------- --------
Income Before Gain on Sales
of Properties, Minority
Interest and Extraordinary
Item ............................. (13,552) 63,464
Gain on Sales of Properties......... --- 4,344
-------- --------
Income Before Minority
Interest and Extraordinary
Item.............................. (13,552) 67,808
Income Allocated to Minority
Interest.......................... (3,398) (6,329)
-------- --------
Income Before Extraordinary
Item.............................. (16,950) 61,479
-------- --------
Preferred Stock Dividends........... (13,063) (16,982)
-------- --------
Income Before Extraordinary
Item Available to Common
Shareholders...................... $(30,013) $ 44,497
======== ========
Income Before Extraordinary
Item Per Weighted Average
Common Share Outstanding
(24,755,953 as of December
31, 1996).........................
Pro Forma Income Before
Extraordinary Item Per
Weighted Average Common
Share Outstanding
(29,890,106 as of December
31, 1996, pro forma).............. $ 1.49
========
The accompanying notes are an integral part of
the pro forma financial statement.
15
17
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 (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
the additional 33 properties (the "Punia Phase II Properties") to be acquired
by September 30, 1997 (together, the "Punia Acquisition Properties") which are
reported on Form 8-K/A No.1 dated June 30, 1997 and 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
this form 8-K/A No. 2.
The accompanying unaudited pro forma financial statement has been prepared
based upon certain pro forma adjustments to the historical December 31, 1996
financial statements of the Company. The pro forma statement of operations for
the 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") and the 20,000 shares of $1
par value Series C Cumulative Preferred Stock issued on June 6, 1997 (the
"Series C Preferred Stock Offering") had been completed on January 1, 1996.
The unaudited pro forma financial statement is not necessarily indicative
of what the Company's results of operations would have been for the year ended
December 31, 1996 had the properties been acquired as described above, nor do
they purport to present the future results of operations of the Company.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - DECEMBER 31, 1996
(a) The historical operations reflect income from continuing operations of
the Company for the period January 1, 1996 through December 31, 1996 as
reported on the Company's Form 10-K dated March 27, 1997.
(b) The historical operations reflect the operations of the First Highland
Properties for the period January 1, 1996 through the acquisition date of
these properties on March 20, 1996.
(c) The historical operations reflect the operations of the Other
Acquisition Properties for the period January 1, 1996 through their
respective acquisition dates.
(d) The historical operations reflect the operations of 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.
16
18
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(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) In connection with the First Highland Properties acquisition, the
Company assumed two mortgage loans totaling $9.4 million (the "Assumed
Indebtedness") and also entered into a new mortgage loan in the amount of
$36.8 million ( the "New Indebtedness"). The interest expense adjustment
reflects interest on the Assumed Indebtedness and the New Indebtedness as
if such indebtedness was outstanding beginning January 1, 1996.
In connection with the Lazarus Burman Properties acquisition, the Company
assumed two mortgage loans totaling $4.5 million (the "Lazarus Burman
Mortgage Loans"). The interest expense adjustment reflects interest on
the Lazarus Burman Mortgage Loans as if such indebtedness was outstanding
beginning January 1, 1996.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 2%) for the assumed earlier purchase of the Other Acquisition
Properties offset by the interest savings related to the assumed repayment
of $59.4 million of acquisition facility borrowings on January 1, 1996
from the proceeds of the February 1996 Equity Offering.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at LIBOR plus 2%) for borrowings under the Company's
$150 million secured revolving credit facility (the "1994 Acquisition
Facility") or LIBOR plus 1.1% for borrowings under the Company's $200
million unsecured revolving credit facility (the "1996 Acquisition
Facility") for the assumed earlier purchase of the Acquisition Properties
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 the 30-day London Interbank Offered Rate ("LIBOR")
plus 1%) for the assumed earlier purchase of the 1997 Acquisition
Property, the Lazarus Burman Properties, the Punia Acquisition Properties,
the Other 1997 Acquisition Properties and the 1997 Acquisition I
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.
17
19
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
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 and the 1997 Acquisition
I Properties from January 1, 1996 through the earlier of their respective
acquisition date or December 31, 1996.
Income allocated to minority interest reflects income attributable to
units in First Industrial, L.P. (the "Units") owned by unitholders other
than the Company. The minority interest adjustment reflects a 12.46%
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 and the Series C Preferred Stock 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.
18
20
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.
October 16, 1997 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
19
21
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
20
1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No. 2 dated June 30, 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, 333-21873,
333-21887 and 333-29879), and the Registrant's two previously filed
Registration Statements on Form S-8 (File No.'s 33-95188 and 333-36699) of our
report dated October 13, 1997, on our audit of the combined historical
statement of revenues and certain expenses of the 1997 Acquisition I
Properties.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 16, 1997
21
