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 333-21873
Date of Report (date of earliest event reported): JUNE 30, 1997
FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices)
(312) 344-4300
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1997, First Industrial, L.P. ( the "Operating Partnership"),
acquired 12 light industrial properties, two bulk warehouses and one office
building (the "Punia Phase I Properties") in New Jersey, totaling 697,778
square feet of gross leasable area (the "Punia Phase I Acquisition"). The
Punia Phase I Properties were acquired for approximately $39.2 million which
was funded with $36.0 million in cash and the issuance of 107,516 limited
partnership units in the Operating Partnership (the "Units") valued at $3.2
million. The $36 million in cash was funded with borrowings under the
Operating Partnership's $200 million unsecured revolving credit facility (the
"1996 Unsecured Acquisition Facility") with a group of banks for which the
First National Bank of Chicago and the Union Bank of Switzerland act as agents.
The $36.0 million borrowed under the Operating Partnership's 1996 Unsecured
Acquisition Facility currently bears interest at LIBOR plus 1%. The Punia
Phase I Properties were acquired from Ethel Road Associates, Gamma Three
Associates, Jayeff Associates, RCP Associates, 244 Sheffield Associates, South
Broad Company, Suburban Roseland Associates, World's Fair 25 Associates,
World's Fair Associates, World's Fair Office Associates, and World's Fair V
Associates (together, the "Punia Group"). Prior to the Punia Phase I
Acquisition, the Punia Group was not affiliated with the Operating Partnership,
any affiliate of the Operating Partnership or any officer of the Operating
Partnership. Following the Punia Phase I Acquisition, Jeff Punia and Hayden
Tiger were appointed Regional Directors. The Punia Phase I Properties will
continue to be used for light industrial, bulk warehouse and office use under
the existing lease terms.
In connection with the Punia Phase I Acquisition, the Operating
Partnership completed negotiations with the Punia Group to acquire an
additional 33 properties totaling 1,055,344 square feet of gross leasable area
(the "Punia Phase II Properties") and additional parcels of land for
approximately $65.9 million (the "Punia Phase II Acquisition"). The Punia
Phase II Acquisition will be funded with cash and Units and is scheduled to
close by September 30, 1997. The Punia Phase II Properties will be used for
light industrial, bulk warehouse and office use under the existing lease terms.
ITEM 5. OTHER EVENTS
The Operating Partnership acquired 16 industrial properties and one
parking lot, exclusive of the Punia Phase I Acquisition described above, during
the period February 1, 1997 through July 14, 1997, the closing date of the last
industrial property acquired. The combined purchase price for these industrial
properties and parking lot totaled approximately $49.7 million, excluding
closing costs incurred in conjunction with the acquisition of the industrial
properties and parking lot. The 16 industrial properties and one parking lot
acquired are described below and were funded with working capital and
borrowings under the Operating Partnership's 1996 Unsecured Acquisition
Facility. The Operating Partnership has continued the pre-acquisition uses of
the properties.
- - On February 20, 1997, the Operating Partnership purchased a 58,746 square
foot light industrial property located in Dayton, Ohio. The purchase
price for the property was approximately $1.5 million. The property was
purchased from Danis Properties Co., Inc.
- - On March 21, 1997, the Operating Partnership purchased a 179,400 square
foot bulk warehouse property located in Taylor, Michigan for approximately
$5.1 million. The property was purchased from National Wholesale Drug
Company.
- - On March 28, 1997, the Operating Partnership purchased a 84,956 square
foot light industrial property located in Buffalo Grove, Illinois. The
purchase price for the property was approximately $4.1 million. The
property was purchased from Wells Fargo Bank, N.A.
- - On March 31, 1997, the Operating Partnership purchased a 112,082 square
foot light industrial property located in New Brighton, Minnesota. The
purchase price for the property was approximately $3.2 million. The
property was purchased from Lowy Group, Inc. This property was owner
occupied prior to purchase.
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- - On March 31, 1997, the Operating Partnership purchased a 79,675 square
foot light industrial property located in Brooklyn Park, Minnesota. The
purchase price for the property was approximately $4.4 million. The
property was purchased from Ryan Companies US, Inc. This property was
owner occupied prior to purchase.
- - On March 31, 1997, the Operating Partnership purchased a parking lot
located in Brooklyn Park, Minnesota. The purchase price for the parking
lot was approximately $1.3 million. The parking lot was purchased from
Damark International, Inc.
- - On April 3, 1997, the Operating Partnership purchased a 49,190 square foot
light industrial property located in Eden Prairie, Minnesota. The
purchase price for the property was approximately $2.1 million. The
property was purchased from The Prudential Insurance Company of America.
- - On April 4, 1997, the Operating Partnership purchased a 243,000 square
foot bulk warehouse property located in Columbus, Ohio for approximately
$5.4 million. The property was purchased from PMF Investments, L.L.C. and
Walcutt Road LTD.
- - On May 29, 1997, the Operating Partnership purchased a 320,171 square foot
bulk warehouse property located in Alsip, Illinois for approximately $8.1
million. The property was purchased from Sammis PCA Partners.
- - On June 2, 1997, the Operating Partnership purchased two light industrial
properties totaling 92,815 square feet located in West Allis, Wisconsin.
The purchase price of the properties was approximately $3.2 million. The
properties were purchased from RREEF Mid America Fund III.
- - On June 5, 1997, the Operating Partnership purchased a 25,150 square foot
light industrial property located in Wauwatosa, Wisconsin. The purchase
price for the property was approximately $.8 million. The property was
purchased from American Paper and Packaging Corporation. This property
was owner occupied prior to purchase.
- - On June 13, 1997, the Operating Partnership purchased a 25,254 square foot
light industrial property located in Green Bay, Wisconsin. The purchase
price for the property was approximately $.8 million. The property was
purchased from Wisconsin Public Service Corporation. This property was
owner occupied prior to purchase.
- - On June 20, 1997, the Operating Partnership purchased a 59,075 square foot
light industrial property located in LaGrange, Illinois. The purchase
price for the property was approximately $2.5 million. The property was
purchased from Chicago Trust Company KATN 1535.
- - On June 26, 1997, the Operating Partnership purchased a 39,800 square foot
light industrial property located in Wauwatosa, Wisconsin. The purchase
price for the property was approximately $1.4 million. The property was
purchased from Matex, Inc.
- - On June 30, 1997, the Operating Partnership purchased a 212,040 square
foot light industrial property located in Elk Grove Village, Illinois.
The purchase price for the property was approximately $3.1 million. The
property was purchased from 2201 Lunt Avenue Venture.
- - On July 14, 1997, the Operating Partnership purchased a 52,402 square foot
light industrial property located in Oakland, New Jersey. The purchase
price for the property was approximately $2.7 million. The property was
purchased from Willinger Bros., Inc. This property was owner occupied
prior to purchase.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Combined Historical Statements of Revenues and Certain
Expenses for the Other 1997 Acquisition Properties -
Unaudited.
* Combined Historical Statements of Revenues and
Certain Expenses for the Punia Acquisition Properties and Notes
thereto with Independent Accountant's report dated July 30,
1997
Combined Historical Statements of Revenues and Certain
Expenses for the 1997 Acquisition I Properties and Notes
thereto with Independent Accountant's report dated October 13,
1997.
(b) Pro Forma Financial Information:
Pro Forma Statement of Operations for the Six Months Ended
June 30, 1997.
Pro Forma Statement of Operations for the Year Ended December
31, 1996.
(c) Exhibits.
Exhibits Number Description
- --------------- -----------
23 Consent of Coopers & Lybrand L.L.P.
Independent Accountants
*Previously Filed
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INDEX TO FINANCIAL STATEMENTS
PAGE
----
OTHER 1997 ACQUISITION PROPERTIES
Combined Historical Statements of Revenues and
Certain Expenses for the Other 1997 Acquisition
Properties for the Six Months Ended June 30, 1997
and for the Year Ended December 31, 1996 --Unaudited........... 5
1997 ACQUISITION I PROPERTIES
Report of Independent Accountants............................. 6
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition I
Properties for the Six Months Ended June 30, 1997
and for the Year Ended December 31, 1996..................... 7
Notes to Combined Historical Statements of Revenues
and Certain Expenses........................................ 8-9
PRO FORMA FINANCIAL INFORMATION
Pro Forma Statement of Operations for the Six Months
Ended June 30,
1997....................................................... 10
Notes to Pro Forma Financial Statements.................... 11-12
Pro Forma Statement of Operations for the Year Ended
December 31, 1996.......................................... 13-14
Notes to Pro Forma Financial Statements................... 15-17
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OTHER 1997 ACQUISITION PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
The Combined Historical Statements of Revenues and Certain Expenses as
shown below, present the summarized results of operations of nine of the 11
properties acquired by First Industrial, L.P. (the "Operating Partnership")
during the period February 1, 1997 through July 14, 1997 ( the "Other 1997
Acquisition Properties"). These statements are exclusive of 15 properties (the
"Punia Phase I Properties") acquired by the Operating Partnership and 33
properties (the "Punia Phase II Properties") contracted to be acquired by the
Operating Partnership (together, the "Punia Acquisition Properties"), which
have been audited and are reported on Form 8-K/A No.1, dated June 30, 1997, two
properties (the "1997 Acquisitions I Properties") acquired by the Company which
have been audited and are included elsewhere in this Form 8-K/A No. 2, one
parking lot and five properties occupied by the previous owner during the
period February 1, 1997 through July 14, 1997.
The Other 1997 Acquisition Properties were acquired for an aggregate
purchase price of approximately $23.0 million, have an aggregate gross
leaseable area of 776,022 square feet and were 97.7% leased as of June 30,
1997. A description of each property is included in Item 5.
FOR THE SIX FOR THE
MONTHS ENDED YEAR ENDED
JUNE 30, 1997 DECEMBER 31, 1996
(UNAUDITED) (UNAUDITED)
-------------------- --------------------
Revenues:
Rental Income.......................................................... $ 1,435 $ 2,749
Tenant Recoveries and Other Income..................................... 572 987
------------- ----------------
Total Revenues................................................... 2,007 3,736
------------- ----------------
Expenses:
Real Estate Taxes...................................................... 515 1,051
Repairs and Maintenance................................................ 51 99
Property Management.................................................... 22 60
Utilities.............................................................. 9 27
Insurance.............................................................. 9 23
Other.................................................................. 16 ---
------------- ----------------
Total Expenses................................................... 622 1,260
------------- ----------------
Revenues in Excess of Certain Expenses................................... $ 1,385 $ 2,476
============= ================
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of First Industrial, L.P.
We have audited the accompanying combined historical statement of revenues
and certain expenses of the 1997 Acquisition I Properties as described in Note
1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition I Properties' management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No.2 dated June 30, 1997 of First Industrial, L.P. and is not intended to
be a complete presentation of the 1997 Acquisition I Properties' revenues and
expenses.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the 1997
Acquisition I Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 13, 1997
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1997 ACQUISITION I PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
FOR THE SIX
MONTHS ENDED FOR THE
JUNE 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
------------------ -------------------
Revenues:
Rental Income.......................................................... $ 772 $ 1,451
Tenant Recoveries and Other Income..................................... 302 648
----------------- ----------------
Total Revenues................................................... 1,074 2,099
----------------- ----------------
Expenses:
Real Estate Taxes...................................................... 244 490
Repairs and Maintenance................................................ 33 102
Property Management.................................................... 26 54
Utilities.............................................................. 2 7
Insurance.............................................................. 6 22
Other.................................................................. --- ---
----------------- ----------------
Total Expenses................................................... 311 675
----------------- ----------------
Revenues in Excess of Certain Expenses................................... $ 763 $ 1,424
================= ================
The accompanying notes are an integral part of the financial statements.
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1997 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of two properties acquired by
First Industrial, L.P. (the "Operating Partnership") during the period February
1, 1997 through July 14, 1997 (the "1997 Acquisition I Properties").
The 1997 Acquisition I Properties were acquired for an aggregate purchase
price of approximately $13.5 million and were 98.5% leased at June 30, 1997.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ------------------------------- -------- -----------------
Columbus, OH 1 243,000 April 4, 1997 January 1, 1996
Chicago, IL 1 320,171 May 29, 1997 January 1, 1996
----------------------------
TOTAL 2 563,171
============================
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the six months ended June 30, 1997 reflects, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 1997 Acquisition I Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates
and assumptions that affect the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a
straight-line basis over the term of the tenant's lease.
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1997 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition I Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1996 are approximately as follows:
1997
Acquisition I
Properties
-----------------
1997 $ 1,526
1998 1,373
1999 357
2000 12
2001 ---
Thereafter ---
-------------
Total $ 3,268
=============
Two tenants represent approximately 60.4% and 12.8% of rental income,
respectively, for the year ended December 31, 1996 and 55.3% and 14.4% of the
gross leasable area, respectively, at December 31, 1996.
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FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
First 1997 Lazarus Punia
Industrial, Acquisition Burman Acquisition
L.P. Property Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
------------- --------------- --------------- ---------------
REVENUES:
Rental Income......................... $ 32,447 $ 20 $ 1,501 $ 5,354
Tenant Recoveries and Other
Income.............................. 7,831 5 374 1,157
------------ -------- ---------- ---------
Total Revenues.................. 40,278 25 1,875 6,511
------------ -------- ---------- ---------
EXPENSES:
Real Estate Taxes...................... 6,933 4 396 983
Repairs and Maintenance............... 1,715 1 119 267
Property Management................... 1,766 1 59 124
Utilities............................. 1,160 3 77 268
Insurance............................. 95 --- 22 85
Other................................. 514 --- 37 ---
General and Administrative....... 2,642 --- --- ---
Interest Expense...................... 9,107 --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs............ 8 --- --- ---
Depreciation and Other
Amortization......................... 6,243 --- --- ---
------------ -------- ---------- ---------
Total Expenses.................. 30,183 9 710 1,727
------------ -------- ---------- ---------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item.................... 10,095 16 1,165 4,784
Disposition of Interest Rate
Protection Agreements................. 4,038 --- --- ---
Gain on Sales of Properties............. 460 --- --- ---
------------ -------- ---------- ---------
Income Before Equity in Income
of Other Real Estate
Partnerships and Extraordinary
Item................................. 14,593 16 1,165 4,784
Equity in Income of
Other Real Estate
Partnerships......................... 8,030 --- --- ---
------------ -------- ---------- ---------
Income Before
Extraordinary Item.................. $ 22,623 $ 16 $ 1,165 $ 4,784
============ ======== ========== =========
Other 1997 1997
Acquisition Acquisition I First
Properties Properties Pro Forma Industrial,
(Historical) (Historical) Adjustments L.P.
Note 2 (e) Note 2 (f) Note 2 (g) Pro Forma
--------------- ------------- --------------- ------------
REVENUES:
Rental Income......................... $ 952 $ 550 $ --- $ 40,824
Tenant Recoveries and Other
Income.............................. 461 236 --- 10,064
---------- ---------- ---------- ----------
Total Revenues.................. 1,413 786 --- 50,888
---------- ---------- ---------- ----------
EXPENSES:
Real Estate Taxes...................... 431 194 --- 8,941
Repairs and Maintenance............... 48 31 --- 2,181
Property Management................... 15 22 --- 1,987
Utilities............................. 6 1 --- 1,515
Insurance............................. 8 5 --- 215
Other................................. --- --- --- 551
General and Administrative....... --- --- --- 2,642
Interest Expense...................... --- --- (435) 8,672
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs............ --- --- --- 8
Depreciation and Other
Amortization......................... --- --- 1,457 7,700
---------- ---------- ---------- ----------
Total Expenses.................. 508 253 1,022 34,412
---------- ---------- ---------- ----------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item.................... 905 533 (1,022) 16,476
Disposition of Interest Rate
Protection Agreements................. --- --- --- 4,038
Gain on Sales of Properties............. --- --- --- 460
---------- ---------- ---------- ----------
Income Before Equity in Income
of Other Real Estate
Partnerships and Extraordinary
Item................................. 905 533 (1,022) 20,974
Equity in Income of
Other Real Estate
Partnerships......................... --- --- 179 8,209
---------- ---------- ---------- ----------
Income Before
Extraordinary Item.................. $ 905 $ 533 $ (843) $ 29,183
========== ========== ========== ==========
The accompanying notes are an integral part of the pro forma financial
statement.
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FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 88.0% ownership interest at June 30, 1997.
The accompanying unaudited pro forma statement of operations for the
Operating Partnership reflects the historical operations of the Operating
Partnership for the period January 1, 1997 through June 30, 1997, the
acquisition of one property on January 9, 1997 (the "1997 Acquisition
Property") and 39 properties acquired on January 31, 1997 (the "Lazarus Burman
Properties") which are reported on Amendment No. 3 to Form S-3 dated April 30,
1997, 15 properties (the "Punia Phase I Properties") acquired on June 30, 1997
and the additional 33 properties (the "Punia Phase II Properties") to be
acquired by September 30, 1997 (together, the "Punia Acquisition Properties")
which are reported on Form 8-K/A No.1 dated June 30, 1997 and nine properties
acquired during the period February 1, 1997 through July 14, 1997 (the "Other
1997 Acquisition Properties") and two properties acquired during the period
February 1, 1997 through July 14, 1997 (the "1997 Acquisition I Properties")
reported on this Form 8-K/A No. 2.
The accompanying unaudited pro forma financial statement has been prepared
based upon certain pro forma adjustments to the historical June 30, 1997
financial statements of the Operating Partnership. The pro forma statement of
operations for the six months ended June 30, 1997 has been prepared as if the
properties acquired subsequent to December 31, 1996 had been acquired on either
January 1, 1996 or the lease commencement date if the property was developed
and as if the 8 3/4% Series B Preferred Units issued on May 14, 1997 (the
"Series B Preferred Capital Contribution") and the 8 5/8% Series C Preferred
Units issued on June 6, 1997 (the "Series C Preferred Capital Contribution")
had been completed on January 1, 1996.
The unaudited pro forma financial statement is not necessarily indicative
of what the Operating Partnership's results of operations would have been for
the six months ended June 30, 1997 had the properties been acquired as
described above, nor do they purport to present the future results of
operations of the Operating Partnership.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - JUNE 30, 1997
(a) The historical operations reflect the operations of the Operating
Partnership for the period January 1, 1997 through June 30, 1997 as
reported on the Operating Partnership's 10-Q/A No.1 dated August 26,
1997.
(b) The historical operations reflect the operations of the 1997
Acquisition Property for the period January 1, 1997 through the
acquisition date of this property on January 9, 1997.
(c) The historical operations reflect the operations of the Lazarus Burman
Properties for the period January 1, 1997 through January 31, 1997.
(d) The historical operations reflect the operations of the Punia
Acquisition Properties for the period January 1, 1997 through June 30,
1997.
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FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(e) The historical operations reflect the operations of the Other 1997
Acquisition Properties for the period January 1, 1997 through the earlier
of June 30, 1997 or their respective acquisition dates.
(f) The historical operations reflect the operations of the 1997
Acquisition I Properties for the period January 1, 1997 through the
earlier of June 30, 1997 or their respective acquisition dates.
(g) In connection with the Lazarus Burman Properties acquisition, the
Operating Partnership assumed two mortgage loans totaling $4.5 million
(the "Lazarus Burman Mortgage Loans"). The interest expense adjustment
reflects interest on the Lazarus Burman Mortgage Loans as if such
indebtedness was outstanding beginning January 1, 1996.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 1%) for the assumed earlier purchase of the 1997 Acquisition
Property, the Lazarus Burman Properties, the Punia Acquisition Properties,
the Other 1997 Acquisition Properties and the 1997 Acquisition I
Properties offset by the interest savings related to the assumed repayment
of $144.0 million of acquisition facility borrowings on January 1, 1996
from the proceeds of the Series B Preferred Capital Contribution and
Series C Preferred Capital Contribution.
The depreciation and amortization adjustment reflects the charges for the
1997 Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties and the
1997 Acquisition I Properties from January 1, 1997 through the earlier of
their respective acquisition date or June 30, 1997.
The equity in income of other real estate partnerships adjustment reflects
the Operating Partnership's 99% limited partnership equity interest in an
acquisition made by First Industrial Pennsylvania Partnership, L.P.
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FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
First Industrial, First Highland Other Acquisition
L.P. Properties Properties
(Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c)
------------------ ---------------- --------------------
REVENUES:
Rental Income.................................... $ 29,166 $ 1,385 $ 1,029
Tenant Recoveries and
Other Income.................................... 8,421 99 218
------------------ ---------------- --------------------
Total Revenues................................ 37,587 1,484 1,247
------------------ ---------------- --------------------
EXPENSES:
Real Estate Taxes................................ 6,109 129 237
Repairs and Maintenance.......................... 1,071 89 45
Property Management.............................. 1,153 62 40
Utilities........................................ 1,047 153 21
Insurance........................................ 271 23 14
Other............................................ 284 --- ---
General and Administrative....................... 4,014 --- ---
Interest Expense................................. 4,685 --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........................ 196 --- ---
Depreciation and Other
Amortization.................................... 6,310 --- ---
------------------ ---------------- --------------------
Total Expenses............................... 25,140 456 357
------------------ ---------------- --------------------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............................... 12,447 1,028 890
Gain on Sale of Properties........................ 4,344 --- ---
------------------ ---------------- --------------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............................... 16,791 1,028 890
Equity in Income of Other
Real Estate Partnerships......................... 20,130 --- ---
------------------ ---------------- --------------------
Income Before Extraordinary
Item............................................. $ 36,921 $ 1,028 $ 890
================== ================ ====================
1996 1997
Acquisition Acquisition Acquisition
Properties Properties Property Subtotal
(Historical) (Historical) (Historical) Carry
Note 2 (d) Note 2 (e) Note 2 (f) Forward
----------------- ----------------- --------------- ------------
REVENUES:
Rental Income.................................... $ 2,893 $ 7,601 $ 948 $ 43,022
Tenant Recoveries and
Other Income.................................... 469 944 210 10,361
----------------- ----------------- --------------- ------------
Total Revenues................................ 3,362 8,545 1,158 53,383
----------------- ----------------- --------------- ------------
EXPENSES:
Real Estate Taxes................................ 519 1,283 167 8,444
Repairs and Maintenance.......................... 139 539 62 1,945
Property Management.............................. 109 354 30 1,748
Utilities........................................ 68 30 135 1,454
Insurance........................................ 44 65 --- 417
Other............................................ --- 2 --- 286
General and Administrative....................... --- --- --- 4,014
Interest Expense................................. --- --- --- 4,685
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs........................ --- --- --- 196
Depreciation and Other
Amortization.................................... --- --- --- 6,310
----------------- ----------------- --------------- ------------
Total Expenses............................... 879 2,273 394 29,499
----------------- ----------------- --------------- ------------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............................... 2,483 6,272 764 23,884
Gain on Sale of Properties........................ --- --- --- 4,344
----------------- ----------------- --------------- ------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............................... 2,483 6,272 764 28,228
Equity in Income of Other
Real Estate Partnerships......................... --- --- --- 20,130
----------------- ----------------- --------------- ------------
Income Before Extraordinary
Item............................................. $ 2,483 $ 6,272 $ 764 $ 48,358
================= ================= =============== ============
The accompanying notes are an integral part of the pro forma financial statement
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FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
Lazarus Punia Other 1997 1997
Burman Acquisition Acquisition Acquisition I
Subtotal Properties Properties Properties Properties
Carry (Historical) (Historical) (Historical) (Historical
Forward Note 2 (g) Note 2 (h) Note 2 (i) Note 2 (j)
------- --------- --------- ---------- ----------
REVENUES:
Rental Income...................... $43,022 $18,606 $10,448 $2,749 $1,451
Tenant Recoveries and
Other Income...................... 10,361 4,636 2,668 987 648
------- ------- ------- ------ ------
Total Revenues................... 53,383 23,242 13,116 3,736 2,099
------- ------- ------- ------ ------
EXPENSES:
Real Estate Taxes.................. 8,444 4,767 1,908 1,051 490
Repairs and Maintenance............ 1,945 1,477 795 99 102
Property Management................ 1,748 732 329 60 54
Utilities.......................... 1,454 959 586 27 7
Insurance.......................... 417 275 160 23 22
Other.............................. 286 457 218 --- ---
General and Administrative......... 4,014 --- --- --- ---
Interest Expense................... 4,685 --- --- --- ---
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.......... 196 --- --- --- ---
Depreciation and Other
Amortization...................... 6,310 --- --- --- ---
------- ------- ------- ------ ------
Total Expenses................... 29,499 8,667 3,996 1,260 675
------- ------- ------- ------ ------
Income Before Gain on Sales of
Properties, Equity in Income of
Other Real Estate Partnerships
and Extraordinary Item ............ 23,884 14,575 9,120 2,476 1,424
Gain on Sales of Properties......... 4,344 --- --- --- ---
------- ------- ------- ------ ------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................. 28,228 14,575 9,120 2,476 1,424
Equity in Income of Other
Real Estate Partnerships........... 20,130 --- --- --- ---
------- ------- ------- ------ ------
Income Before Extraordinary
Item............................... $48,358 $14,575 $ 9,120 $ 2,476 $1,424
======= ======= ======= ======= ======
First
Industrial,
Pro Forma L.P.
Adjustments Pro
Note 2 (k) Forma
---------- -----------
REVENUES:
Rental Income...................... $ --- $76,276
Tenant Recoveries and
Other Income...................... --- 19,300
--------- -------
Total Revenues................... --- 95,576
--------- -------
EXPENSES:
Real Estate Taxes.................. --- 16,660
Repairs and Maintenance............ --- 4,418
Property Management................ --- 2,923
Utilities.......................... --- 3,033
Insurance.......................... --- 897
Other.............................. --- 961
General and Administrative......... --- 4,014
Interest Expense................... 5,303 9,988
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs.......... --- 196
Depreciation and Other
Amortization...................... 7,997 14,307
--------- -------
Total Expenses................... 13,300 57,397
--------- -------
Income Before Gain on Sales of
Properties, Equity in Income of
Other Real Estate Partnerships
and Extraordinary Item ............ (13,300) 38,179
Gain on Sales of Properties......... --- 4,344
--------- -------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................. (13,300) 42,523
Equity in Income of Other
Real Estate Partnerships........... 1,194 21,324
--------- -------
Income Before Extraordinary
Item............................... $ (12,106) $63,847
========= =======
The accompanying notes are an integral part of the
pro forma financial statement.
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FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 92.4% ownership interest at December 31, 1996.
The accompanying unaudited pro forma statement of operations for the
Operating Partnership reflects the historical operations of the Operating
Partnership for the period January 1, 1996 through December 31, 1996 and the
acquisition of 27 properties (the "First Highland Properties") and 18
properties (the "Other Acquisition Properties") acquired by the Operating
Partnership between January 1, 1996 and April 10, 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 Amendment No. 3 to Form S-3 dated April 30, 1997, the
acquisition of 15 properties (the "Punia Phase I Properties") acquired on June
30, 1997 and the additional 33 properties (the "Punia Phase II Properties") to
be acquired by September 30, 1997 (together, the "Punia Acquisition
Properties") which are reported on Form 8-K/A No. 1 dated June 30, 1997 and
nine properties acquired during the period February 1, 1997 through July 14,
1997 (the "Other 1997 Acquisition Properties") and two properties acquired
during the period February 1, 1997 through July 14, 1997 (the "1997 Acquisition
I Properties") reported on this Form 8-K/A No.2.
The accompanying unaudited pro forma financial statement has been prepared
based upon certain pro forma adjustments to the historical December 31, 1996
financial statements of the Operating Partnership. The pro forma statement of
operations for the year ended December 31, 1996 has been prepared as if the
properties acquired subsequent to December 31, 1995 had been acquired on either
January 1, 1996 or the lease commencement date if the property was developed
and as if the 5,175,000 Operating Partnership Units (the "Units") issued on
February 2, 1996 (the "February 1996 Capital Contribution"), the 5,750,000
Units issued on October 25, 1996 (the "October 1996 Capital Contribution"), the
8 3/4% Series B Preferred Units issued on May 14, 1997 (the "Series B Preferred
Capital Contribution") and the 8 5/8% Series C Preferred Units issued on June
6, 1997 (the "Series C Preferred Capital Contribution") had been completed on
January 1, 1996.
The unaudited pro forma financial statement is not necessarily indicative
of what the Operating Partnership's results of operations would have been for
the year ended December 31, 1996 had the properties been acquired as described
above, nor do they purport to present the future results of operations of the
Operating Partnership.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - DECEMBER 31, 1996
(a) The historical operations reflect income from continuing operations of
the Operating Partnership for the period January 1, 1996 through December
31, 1996 as reported on the Operating Partnership's Amendment No. 3 to
Form S-3 dated April 30, 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.
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FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(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) In connection with the First Highland Properties acquisition, the
Operating Partnership 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
Operating Partnership assumed two mortgage loans totaling $4.5 million
(the "Lazarus Burman Mortgage Loans"). The interest expense adjustment
reflects interest on the Lazarus Burman Mortgage Loans as if such
indebtedness was outstanding beginning January 1, 1996.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 2%) for the assumed earlier purchase of the Other Acquisition
Properties offset by the interest savings related to the assumed repayment
of $59.4 million of acquisition facility borrowings on January 1, 1996
from the proceeds of the February 1996 Capital Contribution.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at LIBOR plus 2%) for borrowings under the Operating
Partnership's $150 million secured revolving credit facility (the "1994
Acquisition Facility") or LIBOR plus 1.1% for borrowings under the
Operating Partnership's $200 million unsecured revolving credit facility
(the "1996 Acquisition Facility") for the assumed earlier purchase of the
Acquisition Properties and the 1996 Acquisition Properties, offset by the
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 Capital Contribution.
The interest expense adjustment reflects an increase in the acquisition
facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR")
plus 1%) for the assumed earlier purchase of the 1997 Acquisition
Property, the Lazarus Burman Properties, the Punia Acquisition Properties,
the Other 1997 Acquisition Properties and the 1997 Acquisition I
Properties offset by the interest savings related to the assumed repayment
of $144.0 million of acquisition facility borrowings on January 1, 1996
from the proceeds of the Series B Preferred Capital Contribution and
Series C Preferred Capital Contribution.
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FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The depreciation and amortization adjustment reflects the charges for the
First Highland Properties, the Other Acquisition Properties, the
Acquisition Properties, the 1996 Acquisition Properties, the 1997
Acquisition Property, the Lazarus Burman Properties, the Punia Acquisition
Properties, the Other 1997 Acquisition Properties and the 1997 Acquisition
I Properties from January 1, 1996 through the earlier of their respective
acquisition date or December 31, 1996.
The equity in income of other real estate partnerships adjustment reflects
the Operating Partnership's 99% limited partnership equity interest in an
acquisition made by First Industrial Pennsylvania Partnership, L.P. and an
acquisition made by First Industrial Indianapolis, L.P.
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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, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.
Its Sole General Partner
October 16, 1997 By:/s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
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