1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
__________________
Commission File Number 1-13102
Date of Report (date of earliest event reported): 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 March 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
March 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.
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition VIII Properties and Notes thereto with
Independent Accountant's report dated February 17, 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
* Previously Filed on the Company's Form 8-K/A No. 1 dated December 11, 1997
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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 VIII PROPERTIES
Report of Independent
Accountants.................................................................... 6
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition VIII
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
PRO FORMA FINANCIAL INFORMATION
Pro Forma Balance Sheet as of September 30, 1997............................... 10-12
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1997............................................................ 13-15
Notes to Pro Forma Financial
Statements..................................................................... 16-20
Pro Forma Statement of Operations for the Year Ended December 31, 1996......... 21-24
Notes to Pro Forma Financial
Statement...................................................................... 25-28
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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 four 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 March 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 reported on Form 8-K/A No. 1 dated December 11, 1997, three
properties (the "1997 Acquisition VIII Properties") acquired by the Company
which have been audited and are included elsewhere in this Form 8-K/A No. 2,
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 $21.8 million and have an aggregate gross leaseable area
of 702,289 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................................... $ 1,301 $ 1,857
Tenant Recoveries and Other Income.............. 289 207
------------- --------------
Total Revenues............................... 1,590 2,064
------------- --------------
Expenses:
Real Estate Taxes............................... 165 217
Repairs and Maintenance......................... 46 77
Property Management............................. 36 39
Utilities....................................... 45 63
Insurance....................................... 28 35
Other........................................... 17 5
------------- --------------
Total Expenses............................... 337 436
------------- --------------
Revenues in Excess of Certain Expenses............ $ 1,253 $ 1,628
============= ==============
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
First Industrial Realty Trust, Inc.
We have audited the accompanying combined historical statement of revenues
and certain expenses of the 1997 Acquisition VIII Properties as described in
Note 1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition VIII Properties' management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No. 2 dated December 11, 1997 of First Industrial Realty Trust, Inc. and
is not intended to be a complete presentation of the 1997 Acquisition VIII
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 VIII Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
February 17, 1998
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1997 ACQUISITION VIII 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..................................... $ 1,014 $ 373
Tenant Recoveries and Other Income................ 154 12
---------------- -----------------
Total Revenues................................. 1,168 385
---------------- -----------------
Expenses:
Real Estate Taxes................................. 164 ---
Repairs and Maintenance........................... 48 22
Utilities......................................... 17 10
Insurance......................................... 10 13
---------------- -----------------
Total Expenses................................. 239 45
---------------- -----------------
Revenues in Excess of Certain Expenses.............. $ 929 $ 340
================ =================
The accompanying notes are an integral part of the financial statements.
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1997 ACQUISITION VIII 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 three properties acquired
by First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company") on
December 5, 1997 (the "1997 Acquisition VIII Properties").
The 1997 Acquisition VIII Properties were acquired for an aggregate
purchase price of approximately $18.8 million.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ----------------------- ---------------------- ---------------------------
Tempe, Arizona 1 63,720 December 5, 1997 April 1, 1996
Tempe, Arizona 1 99,384 December 5, 1997 November 1, 1996
Tempe, Arizona 1 99,384 December 5, 1997 March 1, 1997
---------- -----------
TOTAL 3 262,488
========== ===========
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 VIII Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates
and assumptions that affect the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a
straight-line basis over the term of the tenant's lease.
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1997 ACQUISITION VIII PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition VIII 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 VIII
PROPERTIES
------------------
1997 $ 1,401
1998 2,250
1999 2,250
2000 2,329
2001 2,374
Thereafter 9,477
----------------
Total $ 20,081
================
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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
REALTY TRUST, ACQUISITION A ACQUISITION
INC. PROPERTIES PROPERTIES
(HISTORICAL) (HISTORICAL) (HISTORICAL)
NOTE 2 (A) NOTE 2 (B) NOTE 2 (C)
----------------- ------------------ ----------------
ASSETS
Assets:
Investment in Real Estate:
Land...................................... $ 209,990 $ 1,044 $ 29,040
Buildings and Improvements................ 1,183,333 5,919 164,560
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
Cash and Cash Equivalents.................. 3,871 (5,796) (171,094)
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
=========== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable.................... $ 95,794 $ --- $ ---
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 --- ---
----------- --------- --------
Minority Interest.......................... 95,683 1,167 22,506
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
=========== ========= ========
SEALY 1997
ACQUISITION ACQUISITION IIA
PROPERTIES PROPERTIES SUBTOTAL
(HISTORICAL) (HISTORICAL) CARRY
NOTE 2 (D) NOTE 2 (E) FORWARD
------------------ ------------------ ------------------
ASSETS
Assets:
Investment in Real Estate:
Land...................................... $ 19,891 $ 4,413 $ 264,378
Buildings and Improvements....... 112,716 25,007 1,491,535
Furniture, Fixtures and
Equipment........................ --- --- 1,423
Construction in Progress............. --- --- 16,237
Less: Accumulated Depreciation.. --- --- (112,107)
--------- -------- ------------
Net Investment in Real Estate... 132,607 29,420 1,661,466
Cash and Cash Equivalents........... (99,625) (18,647) (291,291)
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......................... $ 32,982 $ 10,773 $ 1,751,466
========= ======== ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable.............. $ 7,996 $ 4,195 $ 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..................... 7,996 4,195 918,314
--------- -------- ------------
Minority Interest............................ 24,986 6,578 150,920
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........ $ 32,982 $ 10,773 $ 1,751,466
========= ======== ============
The accompanying notes are an integral part of the pro forma financial
statement.
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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 ACQUISITION ACQUISITION ACQUISITION
III IV V VI
SUBTOTAL PROPERTIES PROPERTIES PROPERTIES PROPERTIES SUBTOTAL
CARRY (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) CARRY
FORWARD NOTE 2 (F) NOTE 2 (G) NOTE 2 (H) NOTE 2 (I) FORWARD
----------- ------------ ------------ ------------ ------------ --------
ASSETS
Assets:
Investment in Real Estate:
Land ............................. $ 264,378 $ 2,657 $ 3,271 $ 7,579 $ 3,398 $ 281,283
Buildings and Improvements ....... 1,491,535 15,053 18,536 42,946 19,252 1,587,322
Furniture, Fixtures and
Equipment ...................... 1,423 -- -- -- -- 1,423
Construction in Progress ......... 16,237 -- -- -- -- 16,237
Less: Accumulated Depreciation ... (112,107) -- -- -- -- (112,107)
----------- ----------- ----------- ----------- ----------- -----------
Net Investment in Real Estate .. 1,661,466 17,710 21,807 50,525 22,650 1,774,158
Cash and Cash Equivalents ............ (291,291) (17,710) (18,209) (49,048) (22,650) (398,908)
Restricted Cash ...................... 8,729 -- -- -- -- 8,729
U.S. Government Securities, Net ...... 307,344 -- -- -- -- 307,344
Tenant Accounts Receivable, Net ...... 7,118 -- -- -- -- 7,118
Deferred Rent Receivable ............. 9,660 -- -- -- -- 9,660
Interest Rate Protection
Agreements, Net .................... 55 -- -- -- -- 55
Deferred Financing Costs, Net ........ 7,032 -- -- -- -- 7,032
Prepaid Expenses and Other
Assets, Net ........................ 41,353 -- -- -- -- 41,353
----------- ----------- ----------- ----------- ----------- -----------
Total Assets ................... $ 1,751,466 $ -- $ 3,598 $ 1,477 $ -- $ 1,756,541
=========== =========== =========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ............. $ 107,985 $ -- $ 3,598 $ -- $ -- $ 111,583
Defeased Mortgage Loan Payable ..... 300,000 -- -- -- -- 300,000
Senior Unsecured Debt .............. 349,170 -- -- -- -- 349,170
Acquisition Facilities Payable ..... 92,600 -- -- -- -- 92,600
Accounts Payable and
Accrued Expenses ................... 40,405 -- -- -- -- 40,405
Rents Received in Advance
and Security Deposits ............ 10,448 -- -- -- -- 10,448
Dividends/Distributions Payable .... 17,706 -- -- -- -- 17,706
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities .............. 918,314 -- 3,598 -- -- 921,912
----------- ----------- ----------- ----------- ----------- -----------
Minority Interest .................... 150,920 -- -- 1,477 -- 152,397
Commitments and Contingencies ........ -- -- -- -- -- --
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997) ............................ 17 -- -- -- -- 17
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997) ............................ 309 -- -- -- -- 309
Additional Paid-in-Capital ........... 754,355 -- -- -- -- 754,355
Distributions in Excess of
Accumulated Earnings ............. (70,387) -- -- -- -- (70,387)
Unamortized Value of
Restricted Stock Grants .......... (2,062) -- -- -- -- (2,062)
----------- ----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity ..... 682,232 -- -- -- -- 682,232
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Equity ......... $ 1,751,466 $ -- $ 3,598 $ 1,477 $ -- $ 1,756,541
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of the pro forma financial
statement.
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FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1997 1997
ACQUISITION ACQUISITION FIRST
VII VIII INDUSTRIAL
SUBTOTAL PROPERTIES PROPERTIES PRO FORMA REALTY TRUST
CARRY (HISTORICAL) (HISTORICAL) ADJUSTMENTS INC.
FORWARD NOTE 2 (J) NOTE 2 (K) NOTE 2 (L) PRO FORMA
----------- ----------- ----------- ----------- -----------
ASSETS
Assets:
Investment in Real Estate:
Land ........................... $ 281,283 $ 4,050 $ 2,820 $ 8,566 $ 296,719
Buildings and Improvements ..... 1,587,322 22,947 15,980 35,369 1,661,618
Furniture, Fixtures and
Equipment .................... 1,423 -- -- -- 1,423
Construction in Progress ....... 16,237 -- -- -- 16,237
Less: Accumulated Depreciation . (112,107) -- -- -- (112,107)
----------- ----------- ----------- ----------- -----------
Net Investment in Real Estate 1,774,158 26,997 18,800 43,935 1,863,890
Cash and Cash Equivalents ............ (398,908) (26,997) (18,800) 444,705 --
Restricted Cash ...................... 8,729 -- -- -- 8,729
U.S. Government Securities, Net ...... 307,344 -- -- -- 307,344
Tenant Accounts Receivable, Net ...... 7,118 -- -- -- 7,118
Deferred Rent Receivable ............. 9,660 -- -- -- 9,660
Interest Rate Protection
Agreements, Net .............. 55 -- -- -- 55
Deferred Financing Costs, Net ........ 7,032 -- -- -- 7,032
Prepaid Expenses and Other
Assets, Net .................. 41,353 -- -- -- 41,353
----------- ----------- ----------- ----------- -----------
Total Assets ................. $ 1,756,541 $ -- $ -- $ 488,640 $ 2,245,181
=========== =========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ........... $ 111,583 $ -- $ -- $ -- $ 111,583
Defeased Mortgage Loan Payable ... 300,000 -- -- -- 300,000
Senior Unsecured Debt ............ 349,170 -- -- 299,808 648,978
Acquisition Facilities Payable ... 92,600 -- -- 11,622 104,222
Accounts Payable and
Accrued Expenses ............. 40,405 -- -- -- 40,405
Rents Received in Advance
and Security Deposits ........ 10,448 -- -- -- 10,448
Dividends/Distributions Payable .. 17,706 -- -- -- 17,706
----------- ----------- ----------- ----------- -----------
Total Liabilities ............ 921,912 -- -- 311,430 1,233,342
----------- ----------- ----------- ----------- -----------
Minority Interest .................... 152,397 -- -- -- 152,397
Commitments and Contingencies ........ -- -- -- -- --
Stockholders Equity:
Preferred Stock ($.01 par value,
10,000,000 shares authorized,
1,650,000, 40,000 and 20,000
shares of Series A, B and C
Cumulative Preferred Stock,
respectively, issued and
outstanding at September 30,
1997) ............................ 17 -- -- -- 17
Common Stock ($.01 par value,
100,000,000 shares authorized,
30,892,739 shares issued and
outstanding at September 30,
1997) ............................ 309 -- -- 54 363
Additional Paid-in-Capital ........... 754,355 -- -- 177,156 931,511
Distributions in Excess of
Accumulated Earnings ............... (70,387) -- -- -- (70,387)
Unamortized Value of
Restricted Stock Grants ............ (2,062) -- -- -- (2,062)
----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity ..... 682,232 -- -- 177,210 859,442
----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Equity ......... $ 1,756,541 $ -- $ -- $ 488,640 $ 2,245,181
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of the pro forma financial
statement.
12
14
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)
FIRST 1997
INDUSTRIAL 1997 LAZARUS PUNIA OTHER 1997 ACQUISITION
REALTY TRUST, ACQUISITION BURMAN ACQUISITION ACQUISITION I
INC. PROPERTY PROPERTIES PROPERTIES PROPERTIES PROPERTIES SUBTOTAL
(HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) CARRY
NOTE 3 (A) NOTE 3 (B) NOTE 3 (C) NOTE 3 (D) NOTE 3 (E) NOTE 3 (F) FORWARD
--------- --------- --------- --------- --------- --------- ---------
REVENUES:
Rental Income ............... $ 115,530 $ 20 $ 1,501 $ 5,354 $ 1,178 $ 550 $ 124,133
Tenant Recoveries and
Other Income .............. 31,117 5 374 1,157 482 236 33,371
Interest Income on U.S. .....
Government Securities ..... 8,521 -- -- -- -- -- 8,521
--------- --------- --------- --------- --------- --------- ---------
Total Revenues .......... 155,168 25 1,875 6,511 1,660 786 166,025
--------- --------- --------- --------- --------- --------- ---------
EXPENSES:
Real Estate Taxes ........... 24,192 4 396 983 448 194 26,217
Repairs and Maintenance ..... 6,134 1 119 267 53 31 6,605
Property Management ......... 5,075 1 59 124 21 22 5,302
Utilities ................... 4,095 3 77 268 6 1 4,450
Insurance ................... 389 -- 22 85 9 5 510
Other ....................... 1,209 -- 37 -- -- -- 1,246
General and Administrative .. 4,264 -- -- -- -- -- 4,264
Interest Expense ............ 34,788 -- -- -- -- -- 34,788
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs ....................... 2,093 -- -- -- -- -- 2,093
Depreciation and Other
Amortization .............. 27,468 -- -- -- -- -- 27,468
--------- --------- --------- --------- --------- --------- ---------
Total Expenses .......... 109,707 9 710 1,727 537 253 112,943
--------- --------- --------- --------- --------- --------- ---------
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 1,123 533 53,082
Disposition of Interest Rate
Protection Agreements ....... 1,430 -- -- -- -- -- 1,430
Gain on Sales of Properties ... 4,186 -- -- -- -- -- 4,186
--------- --------- --------- --------- --------- --------- ---------
Income Before Minority Interest
and Extraordinary Item ...... 51,077 16 1,165 4,784 1,123 533 58,698
Income Allocated to Minority
Interest .................... (3,502) -- -- -- -- -- (3,502)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item ........................ 47,575 16 1,165 4,784 1,123 533 55,196
--------- --------- --------- --------- --------- --------- ---------
Preferred Stock Dividends ..... (7,610) -- -- -- -- -- (7,610)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 39,965 $ 16 $ 1,165 $ 4,784 $ 1,123 $ 533 $ 47,586
========= ========= ========= ========= ========= ========= =========
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) ......................
The accompanying notes are an integral part of the pro forma financial
statement.
13
15
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
PACIFICA SEALY ACQUISITION ACQUISITION ACQUISITION
ACQUISITION ACQUISITION II III IV
SUBTOTAL PROPERTIES PROPERTIES PROPERTIES PROPERTIES PROPERTIES SUBTOTAL
CARRY (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) CARRY
FORWARD NOTE 3 (G) NOTE 3 (H) NOTE 3 (I) NOTE 3 (J) NOTE 3 (K) FORWARD
--------- --------- --------- --------- --------- --------- ---------
REVENUES:
Rental Income ............... $ 124,133 $ 13,400 $ 12,169 $ 4,779 $ 1,437 $ 1,301 $ 157,219
Tenant Recoveries and
Other Income .............. 33,371 2,925 1,452 1,120 182 289 39,339
Interest Income on U.S.
Government Securities ..... 8,521 -- -- -- -- -- 8,521
--------- --------- --------- --------- --------- --------- ---------
Total Revenues .......... 166,025 16,325 13,621 5,899 1,619 1,590 205,079
--------- --------- --------- --------- --------- --------- ---------
EXPENSES:
Real Estate Taxes ........... 26,217 1,802 1,646 1,423 157 165 31,410
Repairs and Maintenance ..... 6,605 1,410 1,354 240 109 46 9,764
Property Management ......... 5,302 638 587 208 66 36 6,837
Utilities ................... 4,450 459 364 36 44 45 5,398
Insurance ................... 510 86 189 44 11 28 868
Other ....................... 1,246 40 -- 4 40 17 1,347
General and Administrative .. 4,264 -- -- -- -- -- 4,264
Interest Expense ............ 34,788 -- -- -- -- -- 34,788
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs ..................... 2,093 -- -- -- -- -- 2,093
Depreciation and Other
Amortization .............. 27,468 -- -- -- -- -- 27,468
--------- --------- --------- --------- --------- --------- ---------
Total Expenses .......... 112,943 4,435 4,140 1,955 427 337 124,237
--------- --------- --------- --------- --------- --------- ---------
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 1,192 1,253 80,842
Disposition of Interest Rate
Protection Agreements ....... 1,430 -- -- -- -- -- 1,430
Gain on Sales of Properties ... 4,186 -- -- -- -- -- 4,186
--------- --------- --------- --------- --------- --------- ---------
Income Before Minority Interest
and Extraordinary Item ...... 58,698 11,890 9,481 3,944 1,192 1,253 86,458
Income Allocated to Minority
Interest .................... (3,502) -- -- -- -- -- (3,502)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item ........................ 55,196 11,890 9,481 3,944 1,192 1,253 82,956
--------- --------- --------- --------- --------- --------- ---------
Preferred Stock Dividends ..... (7,610) -- -- -- -- -- (7,610)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 47,586 $ 11,890 $ 9,481 $ 3,944 $ 1,192 $ 1,253 $ 75,346
========= ========= ========= ========= ========= ========= =========
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.
14
16
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 ................ $ 157,219 $ 4,373 $ 1,622 $ 2,506
Tenant Recoveries and
Other Income ................ 39,339 611 435 412
Interest Income on U.S.
Government Securities ....... 8,521 -- -- --
--------- --------- --------- ---------
Total Revenues ............ 205,079 4,984 2,057 2,918
--------- --------- --------- ---------
EXPENSES:
Real Estate Taxes ............ 31,410 559 148 580
Repairs and Maintenance ...... 9,764 380 106 354
Property Management .......... 6,837 186 107 45
Utilities .................... 5,398 140 28 135
Insurance .................... 868 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 .............. 124,237 1,390 435 1,147
--------- --------- --------- ---------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ...... 80,842 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 ...... 86,458 3,594 1,622 1,771
Income Allocated to Minority
Interest .................... (3,502) -- -- --
--------- --------- --------- ---------
Income Before Extraordinary
Item ........................ 82,956 3,594 1,622 1,771
--------- --------- --------- ---------
Preferred Stock Dividends ..... (7,610) -- -- --
--------- --------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 75,346 $ 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) .......................
1997
ACQUISITION
VIII FIRST
PROPERTIES PRO FORMA INDUSTRIAL
(HISTORICAL) ADJUSTMENTS REALTY TRUST, INC.
NOTE 3(O) NOTE 3 (P) PRO FORMA
--------- --------- ---------
REVENUES:
Rental Income ................ $ 1,014 $ $ 166,734
Tenant Recoveries and
Other Income ................ 154 40,951
Interest Income on U.S.
Government Securities ....... -- -- 8,521
--------- --------- ---------
Total Revenues ............ 1,168 -- 216,206
--------- --------- ---------
EXPENSES:
Real Estate Taxes ............ 164 -- 32,861
Repairs and Maintenance ...... 48 -- 10,652
Property Management .......... -- -- 7,175
Utilities .................... 17 -- 5,718
Insurance .................... 10 -- 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 .............. 239 22,077 149,525
--------- --------- ---------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ...... 929 (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 ...... 929 (22,077) 72,297
Income Allocated to Minority
Interest .................... -- (4,955) (8,457)
--------- --------- ---------
Income Before Extraordinary
Item ........................ 929 (27,032) 63,840
--------- --------- ---------
Preferred Stock Dividends ..... -- (5,128) (12,738)
--------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 929 $ (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.
15
17
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company")
was organized in the state of Maryland on August 10, 1993. The Company is a
real estate investment trust ("REIT") as defined in the Internal Revenue Code.
The accompanying unaudited pro forma 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 93 properties on October 30, 1997, two properties
on December 4, 1997 and 10 properties on January 30, 1998 (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, 28
properties and one property scheduled to be acquired by March 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 which are reported on Form 8-K/A No. 1 dated December 11, 1997 and four
properties (the "1997 Acquisition IV Properties") and three properties (the
"1997 Acquisition VIII Properties") acquired during the period November 1, 1997
through December 31, 1997 reported on this Form 8-K/A No. 2.
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
16
18
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
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
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
$21.8 million which was funded with $18.2 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.
17
19
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(k) Represents the purchase of the 1997 Acquisition VIII Properties as if
the acquisition had occurred on September 30 1997. The 1997 Acquisition
VIII Properties were acquired in a purchase transaction for approximately
$18.8 million which was funded with cash.
(l) 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.
18
20
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(n) The historical operations reflect the operations of the 1997
Acquisition VII Properties for the period January 1, 1997 through
September 30, 1997.
(o) The historical operations reflect the operations of the 1997
Acquisition VIII Properties for the period January 1, 1997 through
September 30, 1997.
(p) 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, the 1997
Acquisition VII Properties and the 1997 Acquisition VIII 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, the 1997
Acquisition VII Properties and the 1997 Acquisition VIII 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.
19
21
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
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.
20
22
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 1996 1997
Realty Highland Acquisition Acquisition Acquisition Acquisition
Trust, Inc. Properties Properties Properties Properties Property
(Historical) (Historical) (Historical) (Historical) (Historical) (Historical) Subtotal
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) Note 2 (f) Carry Forward
--------- ------------ ------------ ----------- ------------ ------------ -------------
REVENUES:
Rental Income ............... $ 109,113 $1,915 $1,029 $2,893 $7,601 $ 948 $ 123,499
Tenant Recoveries and
Other Income .............. 30,942 182 218 469 944 210 32,965
--------- ------ ------ ------ ------ ------ ---------
Total Revenues .......... 140,055 2,097 1,247 3,362 8,545 1,158 156,464
--------- ------ ------ ------ ------ ------ ---------
EXPENSES:
Real Estate Taxes ........... 23,371 213 237 519 1,283 167 25,790
Repairs and Maintenance ..... 5,408 134 45 139 539 62 6,327
Property Management ......... 5,067 86 40 109 354 30 5,686
Utilities ................... 3,582 189 21 68 30 135 4,025
Insurance ................... 877 28 14 44 65 -- 1,028
Other ....................... 919 -- -- - 2 -- 921
General and Administrative .. 4,018 -- -- -- -- -- 4,018
Interest Expense ............ 28,954 -- -- -- -- -- 28,954
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs .. 3,286 -- -- -- -- -- 3,286
Depreciation and Other
Amortization .............. 28,049 -- -- -- -- -- 28,049
--------- ------ ------ ------ ------ ------ ---------
Total Expenses .......... 103,531 650 357 879 2,273 394 108,084
--------- ------ ------ ------ ------ ------ ---------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ...... 36,524 1,447 890 2,483 6,272 764 48,380
Gain on Sale of Properties .... 4,344 -- -- -- -- -- 4,344
--------- ------ ------ ------ ------ ------ ---------
Income Before Minority Interest
and Extraordinary Item ...... 40,868 1,447 890 2,483 6,272 764 52,724
Income Allocated to Minority
Interest .................... (2,931) -- -- -- -- -- (2,931)
--------- ------ ------ ------ ------ ------ ---------
Income Before Extraordinary
Item ........................ 37,937 1,447 890 2,483 6,272 764 49,793
--------- ------ ------ ------ ------ ------ ---------
Preferred Stock Dividends ..... (3,919) -- -- -- -- -- (3,919)
--------- ------ ------ ------ ------ ------ ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 34,018 $1,447 $ 890 $2,483 $6,272 $ 764 $ 45,874
========= ====== ====== ====== ====== ====== =========
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) ........
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 YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1997
Lazarus Punia Other 1997 Acquisition
Burman Acquisition Acquisition I
Subtotal Properties Properties Properties Properties Subtotal
Carry (Historical) (Historical) (Historical) (Historical) Carry
Forward Note 2(g) Note 2(h) Note 2(i) Note 2(j) Forward
--------- ------------ ------------ ------------ ------------ ---------
REVENUES:
Rental Income .............. $ 123,499 $18,606 $10,448 $3,829 $1,451 $ 157,833
Tenant Recoveries and Other
Income ................... 32,965 4,636 2,668 1,089 648 42,006
--------- ------- ------- ------ ------ ---------
Total Revenues ......... 156,464 23,242 13,116 4,918 2,099 199,839
--------- ------- ------- ------ ------ ---------
EXPENSES:
Real Estate Taxes .......... 25,790 4,767 1,908 1,131 490 34,086
Repairs and Maintenance .... 6,327 1,477 795 124 102 8,825
Property Management ........ 5,686 732 329 89 54 6,890
Utilities .................. 4,025 959 586 27 7 5,604
Insurance .................. 1,028 275 160 30 22 1,515
Other ...................... 921 457 218 -- -- 1,596
General and Administrative ... 4,018 -- -- -- -- 4,018
Interest Expense ............. 28,954 -- -- -- -- 28,954
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs ... 3,286 -- -- -- -- 3,286
Depreciation and Other
Amortization ............... 28,049 -- -- -- -- 28,049
--------- ------- ------- ------ ------ ---------
Total Expenses ........... 108,084 8,667 3,996 1,401 675 122,823
--------- ------- ------- ------ ------ ---------
Income Before Gain on Sales
of Properties, Minority
Interest and Extraordinary
Item ....................... 48,380 14,575 9,120 3,517 1,424 77,016
Gain on Sales of Properties .. 4,344 -- -- -- -- 4,344
--------- ------- ------- ------ ------ ---------
Income Before Minority
Interest and Extraordinary
Item ....................... 52,724 14,575 9,120 3,517 1,424 81,360
Income Allocated to Minority
Interest ................... (2,931) -- -- -- -- (2,931)
--------- ------- ------- ------ ------ ---------
Income Before Extraordinary
Item ....................... 49,793 14,575 9,120 3,517 1,424 78,429
--------- ------- ------- ------ ------ ---------
Preferred Stock Dividends .... (3,919) -- -- -- -- (3,919)
--------- ------- ------- ------ ------ ---------
Income Before Extraordinary
Item Available to Common
Shareholders ............... $ 45,874 $14,575 $ 9,120 $3,517 $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.
22
24
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Pacifica 1997
Acquisition Sealy Acquisition Acquisition II
Subtotal Properties Properties Properties
Carry (Historical) (Historica) (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 Acquisition
Acquisition IV
III Properties Properties Subtotal
(Historical) (Historical) Carry
Note 2 (n) Note 2 (o) Forward
---------------- ----------------- ------------
REVENUES:
Rental Income ................ $ 1,945 $ 1,857 $ 199,860
Tenant Recoveries and
Other Income ................ 244 207 48,712
--------- --------- ---------
Total Revenues ............. 2,189 2,064 248,572
--------- --------- ---------
EXPENSES:
Real Estate Taxes ............ 222 217 40,632
Repairs and Maintenance ...... 168 77 12,594
Property Management .......... 91 39 8,741
Utilities .................... 51 63 6,647
Insurance .................... 14 35 2,000
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 ............. 550 436 136,712
--------- --------- ---------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ...... 1,639 1,628 111,860
Gain on Sale of Properties .... -- -- 4,344
--------- --------- ---------
Income Before Minority Interest
and Extraordinary Item ...... 1,639 1,628 116,204
Income Allocated to Minority
Interest .................... -- -- (2,931)
--------- --------- ---------
Income Before Extraordinary
Item ........................ 1,639 1,628 113,273
--------- --------- ---------
Preferred Stock Dividends ..... -- -- (3,919)
--------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ................ $ 1,639 $ 1,628 $ 109,354
========= ========= =========
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.
23
25
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 1997
Acquisition Acquisition Acquisition Acquisition First
V VI VII VIII Industrial
Subtotal Properties Properties Properties Properties Pro Forma Realty Trust,
Carry (Historical) (Historical) (Historical) (Historical) Adjustments Inc. Pro
Forward Note 2 (p) Note 2 (q) Note 2 (r) Note 2 (s) Note 2 (t) Pro Forma
---------- --------- --------- -------- -------- --------- --------------
REVENUES:
Rental Income ................ $ 199,860 $ 5,822 $ 2,076 $ 3,232 $ 373 $ -- $ 211,363
Tenant Recoveries and
Other Income ................ 48,712 791 553 744 12 -- 50,812
--------- --------- --------- --------- --------- --------- ---------
Total Revenues ............. 248,572 6,613 2,629 3,976 385 -- 262,175
--------- --------- --------- --------- --------- --------- ---------
EXPENSES:
Real Estate Taxes ............ 40,632 659 213 750 -- -- 42,254
Repairs and Maintenance ...... 12,594 560 203 507 22 -- 13,886
Property Management .......... 8,741 234 146 60 -- -- 9,181
Utilities .................... 6,647 187 27 174 10 -- 7,045
Insurance .................... 2,000 88 24 40 13 -- 2,165
Other ........................ 1,791 52 78 84 -- -- 2,005
General and Administrative ... 4,018 -- -- -- -- -- 4,018
Interest Expense ............. 28,954 -- -- -- -- 18,429 47,383
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs .... 3,286 -- -- -- -- -- 3,286
Depreciation and Other
Amortization ................. 28,049 -- -- -- -- 19,313 47,362
--------- --------- --------- --------- --------- --------- ---------
Total Expenses .............. 136,712 1,780 691 1,615 45 37,742 178,585
--------- --------- --------- --------- --------- --------- ---------
Income Before Gain on Sales of
Properties, Minority Interest
and Extraordinary Item ...... 111,860 4,833 1,938 2,361 340 (37,742) 83,590
Gain on Sale of Properties .... 4,344 -- -- -- -- -- 4,344
--------- --------- --------- --------- --------- --------- ---------
Income Before Minority Interest
and Extraordinary Item ...... 116,204 4,833 1,938 2,361 340 (37,742) 87,934
Income Allocated to Minority
Interest .................... (2,931) -- -- -- -- (7,143) (10,074)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item ........................ 113,273 4,833 1,938 2,361 340 (44,885) 77,860
--------- --------- --------- --------- --------- --------- ---------
Preferred Stock Dividends ..... (3,919) -- -- -- -- (13,065) (16,984)
--------- --------- --------- --------- --------- --------- ---------
Income Before Extraordinary
Item Available to Common
Shareholders ............... $ 109,354 $ 4,833 $ 1,938 $ 2,361 $ 340 $ (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.
24
26
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 93 properties on October
30, 1997, two properties on December 4, 1997 and 10 properties on January 30,
1998 (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, 28 properties and one property scheduled to be acquired by
March 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 which are reported on Form 8-K/A No. 1 dated December
11, 1997 and four properties (the "1997 Acquisition IV Properties") and three
properties (the "1997 Acquisition VIII Properties") acquired during the period
November 1, 1997 through December 31, 1997 reported on this Form 8-K/A No. 2.
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.
25
27
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
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.
26
28
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(q) The historical operations reflect the operations of the 1997
Acquisition VI Properties for the period January 1, 1996 through
December 31, 1996.
(r) The historical operations reflect the operations of the 1997
Acquisition VII Properties for the period January 1, 1996 through
December 31, 1996.
(s) The historical operations reflect the operations of the 1997
Acquisition VIII Properties for the period January 1, 1996 through
December 31, 1996.
(t) 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
27
29
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
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, the 1997
Acquisition VII Properties and the 1997 Acquisition VIII 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 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, the 1997 Acquisition VII Properties and the 1997
Acquisition VIII 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.
28
30
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.
February 25, 1998 BY: /s/ Michael J. Havala
--------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
31
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accounts
1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No. 2 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) and the Registrant's three
previously filed Registration Statements on Form S-8 (File No.'s 33-95188,
333-36699 and 333-45317) of our report dated February 17, 1998 on our audit of
the combined historical statement of revenues and certain expenses of 1997
Acquisition VIII Properties for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
February 25, 1998
