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              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)


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                            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.


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- -  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.
        

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                 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.

Exhibits Number Description - --------------- ----------- 23 Consent of Coopers & Lybrand L.L.P., Independent Accountants
3 5 INDEX TO FINANCIAL STATEMENTS
PAGE 1997 ACQUISITION IV PROPERTIES 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
4 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.
FOR THE NINE FOR THE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 1997 DECEMBER 31, 1996 (UNAUDITED) (UNAUDITED) ------------------ ----------------- 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 ================== =================
5 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 8 1997 ACQUISITION V PROPERTIES COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS)
FOR THE NINE MONTHS ENDED FOR THE SEPTEMBER 30, 1997 YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ------------------ ----------------- 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 ================== =================
The accompanying notes are an integral part of the financial statements. 7 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.
SQUARE # OF FEET DATE DATE RENTAL METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED - ----------------- ------------------------- -------- ----------------- Tampa, Florida 28 919,843 December 11, 1997 January 1, 1996 Tampa, Florida 1 44,427 (a) January 1, 1996 ------------------------- TOTAL 29 964,270 =========================
- ------------------------------------------------------------------------- (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 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:
1997 Acquisition V Properties ------------- 1997 $ 5,398 1998 5,372 1999 4,415 2000 3,290 2001 2,002 Thereafter 4,225 ------------- Total $ 24,702 =============
9 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 12 1997 ACQUISITION VI PROPERTIES COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS)
FOR THE NINE MONTHS ENDED FOR THE SEPTEMBER 30, 1997 YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ------------------ ----------------- 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 ================== =================
The accompanying notes are an integral part of the financial statements. 11 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.
SQUARE # OF FEET DATE DATE RENTAL METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED - ----------------- ---------- ----------- --------- ----------------- Salt Lake City, Utah 36 498,233 December 23, 1997 January 1, 1996 ------------------------ TOTAL 36 498,233 ========================
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 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:
1997 Acquisition VI Properties ------------- 1997 $ 1,803 1998 1,375 1999 902 2000 563 2001 245 Thereafter 447 ------------- Total $ 5,335 =============
13 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 16 1997 ACQUISITION VII PROPERTIES COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS)
FOR THE NINE MONTHS ENDED FOR THE SEPTEMBER 30, 1997 YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ------------------ ----------------- 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 ================== =================
The accompanying notes are an integral part of the financial statements. 15 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.
SQUARE # OF FEET DATE DATE RENTAL METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED - ----------------- ---------- ----------- -------- ----------------- Ronkonkama, New York 8 613,040 December 29, 1997 January 1, 1996 ------------------------- TOTAL 8 613,040 =========================
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 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:
1997 Acquisition VII Properties --------------- 1997 $ 3,121 1998 2,935 1999 2,733 2000 2,259 2001 1,536 Thereafter 5,882 --------------- Total $ 18,466 ===============
17 19 FIRST INDUSTRIAL REALTY TRUST, INC. PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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) ---------------- ------------- ------------ ------------ --------------- 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 =========== ========= ========== ========== ========== 1997 Acquisition III Properties Subtotal (Historical) Carry Note 2 (f) Forward --------------- --------- 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 ========== ==========
The accompanying notes are an integral part of the pro forma financial statement. 18 20 FIRST INDUSTRIAL REALTY TRUST, INC. PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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) --------- -------------- ------------- -------------- --------------- 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 $ --- $ --- ========== ========== =========== =========== ========== First Industrial Pro Forma Realty Trust Adjustments Inc. Note 2 (k) Pro Forma ----------- ------------ 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 ========== ==========
The accompanying notes are an integral part of the pro forma financial statement. 19 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)
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) ----------------- ------------ ------------ ------------ ------------ 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)............................ 1997 Acquisition I Properties Subtotal (Historical) Carry Note 3 (f) Forward ------------- --------- 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)............................
The accompanying notes are an integral part of the pro forma financial statement. 20 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)
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) --------- ------------ ------------ -------------- 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)............................................. 1997 1997 Acquisition III Acquisition IV Properties Properties Subtotal (Historical) (Historical) Carry Note 3 (j) Note 3 (k) Forward --------------- ----------------- ---------- 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).............................................
The accompanying notes are an integral part of the pro forma financial statement. 21 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)
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) ---------- ------------ ------------ ------------ 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 ----------- ------------------ 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 ========
The accompanying notes are an integral part of the pro forma financial statement. 22 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 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 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 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 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)
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) ----------------- --------------- --------------- ------------- 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)............................. 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 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).............................
The accompanying notes are an integral part of the pro forma financial statement. 27 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)
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) --------- ------------ ------------ ------------ 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)................ 1997 Acquisition I Properties Subtotal (Historical) Carry Note 2 (j) Forward ------------- --------- 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)................
The accompanying notes are an integral part of the pro forma financial statement. 28 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)
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) ---------- ----------- ----------- ------------ 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)........................ 1997 1997 Acquisition Acquisition III IV Properties Properties Subtotal (Historical) (Historical) Carry Note 2 (n) Note 2 (o) Forward -------------- -------------- ---------- 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)........................
The accompanying notes are an integral part of the pro forma financial statement. 29 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)
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) --------- ------------- -------------- -------------- 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)................. First Industrial Pro Forma Realty Adjustments Trust, Inc. Note 2 (s) Pro Forma ----------- ----------- 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 ============
The accompanying notes are an integral part of the pro forma financial statement. 30 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 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 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 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 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 37 EXHIBIT INDEX -------------
Exhibit No. Description - ----------- ----------- 23 Consent of Coopers & Lybrand L.L.P., Independent Accountants
36
   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




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