1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 1
Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
__________________
Commission File Number 333-21873
Date of Report (date of earliest event reported): DECEMBER 11, 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)
2
ITEM 5. OTHER EVENTS
Since the filing of First Industrial, L.P.'s (the "Operating Partnership")
Form 8-K dated October 30, 1997, the Operating Partnership acquired 83
industrial properties and two 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 Operating Partnership's Form 8-K dated October
30, 1997. The combined purchase price of the 84 industrial properties and two
land parcels acquired totaled approximately $162.6 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 84 industrial properties and two
land parcels acquired are described below and were funded with working capital,
the issuance of limited partnership units in the Operating Partnership (the
"Units"), borrowings under the Operating Partnership's $200 million unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility"),
borrowings under the Operating Partnership'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 Operating
Partnership will operate the facilities as industrial rental property. With
respect to the land parcels purchased, the Operating Partnership intends to
develop the land parcels and operate the facilities as industrial rental
property.
In connection with the acquisition of 28 of the 84 industrial properties
acquired during the period November 1, 1997 through December 31, 1997, the
Operating Partnership completed negotiations to acquire an additional
industrial property (described below) by January 31, 1998 which will be funded
with cash, the issuance of Units and the assumption of debt. The Operating
Partnership will operate this property as industrial rental property.
- - On November 19, 1997, the Operating Partnership 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 Operating Partnership's Senior
Regional Directors was a limited partner. Rental history commenced on
August 1, 1997.
- - On December 5, 1997, the Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership completed negotiations
with TK-SV to acquire an additional 44,427 square foot light industrial
property for approximately $3.2 million. This property acquisition will
be funded with cash, the issuance of Units and the assumption of debt and
is scheduled to close by January 31, 1998.
- - On December 16, 1997, the Operating Partnership 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.
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- - On December 19, 1997, the Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership purchased eight light
industrial properties totaling 613,040 square feet in Ronkonkama, New
York. The purchase price for these properties was approximately $27.0
million. The properties were purchased from The Equitable Life Assurance
Society of the United States.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition IV Properties - Unaudited.
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition V Properties and Notes thereto with
Independent Accountant's report dated December 30, 1997.
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition VI Properties and Notes thereto with
Independent Accountant's report dated January 9, 1998.
Combined Historical Statements of Revenues and Certain Expenses
for the 1997 Acquisition VII Properties and Notes thereto with
Independent Accountant's report dated January 9, 1998.
(b) Pro Forma Financial Information:
Pro Forma Balance Sheet as of September 30, 1997.
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1997.
Pro Forma Statement of Operations for the Year Ended
December 31, 1996.
(c) Exhibits.
Exhibits Number Description
--------------- ------------------------------------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
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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 V PROPERTIES
Report of Independent Accountants.......................... 6
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition V
Properties for the Nine Months Ended September 30,
1997 and for the Year Ended December 31, 1996.............. 7
Notes to Combined Historical Statements of Revenues and
Certain Expenses........................................... 8-9
1997 ACQUISITION VI PROPERTIES
Report of Independent Accountants.......................... 10
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition VI
Properties for the Nine Months Ended September 30,
1997 and for the Year Ended December 31, 1996.............. 11
Notes to Combined Historical Statements of Revenues and
Certain Expenses........................................... 12-13
1997 ACQUISITION VII PROPERTIES
Report of Independent Accountants.......................... 14
Combined Historical Statements of Revenues and
Certain Expenses for the 1997 Acquisition VII
Properties for the Nine Months Ended September 30,
1997 and for the Year Ended December 31,
1996....................................................... 15
Notes to Combined Historical Statements of Revenues
and Certain Expenses....................................... 16-17
PRO FORMA FINANCIAL INFORMATION
Pro Forma Balance Sheet as of September 30, 1997........... 18-19
Pro Forma Statement of Operations for the Nine Months Ended
September 30, 1997........................................ 20-22
Notes to Pro Forma Financial Statements.................... 23-27
Pro Forma Statement of Operations for the Year Ended
December 31, 1996.......................................... 28-31
Notes to Pro Forma Financial Statement..................... 32-35
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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 seven of the 85
properties, of which 84 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, L.P. (the "Operating Partnership")
(collectively the "1997 Acquisition IV Properties"). These statements are
exclusive of 28 properties and one property scheduled to be acquired by January
31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties (the
"1997 Acquisition VI Properties") and eight properties (the "1997 Acquisition
VII Properties") acquired by the Operating Partnership which have been audited
and are included elsewhere in this Form 8-K/A No.1, additional parcels of land
for future development, three properties occupied by the previous owner prior
to acquisition and two properties in which rental history did not commence
prior to September 30, 1997.
The 1997 Acquisition IV Properties were acquired for an aggregate purchase
price of approximately $40.6 million and have an aggregate gross leaseable area
of 964,777 square feet. A description of each property is included in Item 5.
FOR THE NINE FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1997 DECEMBER 31, 1996
(UNAUDITED) (UNAUDITED)
-------------------- --------------------
Revenues:
Rental Income................................... $ 2,315 $ 2,230
Tenant Recoveries and Other Income.............. 443 219
-------------------- --------------------
Total Revenues................................. 2,758 2,449
-------------------- --------------------
Expenses:
Real Estate Taxes............................... 329 217
Repairs and Maintenance......................... 94 99
Property Management............................. 36 39
Utilities....................................... 62 73
Insurance....................................... 38 48
Other........................................... 17 5
-------------------- --------------------
Total Expenses................................. 576 481
-------------------- --------------------
Revenues in Excess of Certain Expenses........... $ 2,182 $ 1,968
==================== ====================
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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 V Properties as described in Note
1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition V Properties' management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No.1 dated December 11, 1997 of First Industrial, L.P. and is not
intended to be a complete presentation of the 1997 Acquisition V Properties'
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the 1997
Acquisition V Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 30, 1997
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1997 ACQUISITION V PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
-------------------- --------------------
Revenues:
Rental Income................................. $ 4,373 $ 5,822
Tenant Recoveries and Other Income............ 611 791
-------------------- --------------------
Total Revenues............................... 4,984 6,613
-------------------- --------------------
Expenses:
Real Estate Taxes............................. 559 659
Repairs and Maintenance....................... 380 560
Property Management........................... 186 234
Utilities..................................... 140 187
Insurance..................................... 65 88
Other......................................... 60 52
-------------------- --------------------
Total Expenses............................... 1,390 1,780
-------------------- --------------------
Revenues in Excess of Certain Expenses......... $ 3,594 $ 4,833
==================== ====================
The accompanying notes are an integral part of the financial statements.
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1997 ACQUISITION V PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of 28 properties and two land
parcels acquired on December 11, 1997 and one property scheduled to be
acquired by January 31, 1998 (together, the "1997 Acquisition V Properties") by
First Industrial, L.P. (the "Operating Partnership").
The 1997 Acquisition V Properties have an aggregate purchase price of
approximately $50.5 million.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ------------------------ --------- -----------------
Tampa, Florida 28 919,843 December 11, 1997 January 1, 1996
Tampa, Florida 1 44,427 (a) January 1, 1996
------------------------
TOTAL 29 964,270
========================
- -------------------------------------------------------------------------
(a) The Operating Partnership has completed negotiations to acquire this
property by January 31, 1998.
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 reflects, in the opinion
of management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 1997 Acquisition V Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates
and assumptions that affect the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a
straight-line basis over the term of the tenant's lease.
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1997 ACQUISITION V PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition V Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1996 are approximately as follows:
1997
Acquisition V
Properties
--------------
1997 $ 5,398
1998 5,372
1999 4,415
2000 3,290
2001 2,002
Thereafter 4,225
-------
Total $24,702
=======
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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 VI Properties as described in
Note 1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition VI Properties' management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No.1 dated December 11, 1997 of First Industrial, L.P. and is not
intended to be a complete presentation of the 1997 Acquisition VI Properties'
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the 1997
Acquisition VI Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 9, 1998
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1997 ACQUISITION VI PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
-------------------- --------------------
Revenues:
Rental Income.............................. $ 1,622 $ 2,076
Tenant Recoveries and Other Income......... 435 553
-------------------- --------------------
Total Revenues............................ 2,057 2,629
-------------------- --------------------
Expenses:
Real Estate Taxes.......................... 148 213
Repairs and Maintenance.................... 106 203
Property Management........................ 107 146
Utilities.................................. 28 27
Insurance.................................. 19 24
Other...................................... 27 78
-------------------- --------------------
Total Expenses............................ 435 691
-------------------- --------------------
Revenues in Excess of Certain Expenses...... $ 1,622 $ 1,938
==================== ====================
The accompanying notes are an integral part of the financial statements.
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1997 ACQUISITION VI PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of 36 properties acquired by
First Industrial, L.P. (the "Operating Partnership") on December 23, 1997 (the
"1997 Acquisition VI Properties").
The 1997 Acquisition VI Properties were acquired for an aggregate purchase
price of approximately $22.7 million.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ------------------------ --------- -----------------
Salt Lake City, Utah 36 498,233 December 23, 1997 January 1, 1996
-------------------------
TOTAL 36 498,233
=========================
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 reflects, in the opinion
of management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 1997 Acquisition VI Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates
and assumptions that affect the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a
straight-line basis over the term of the tenant's lease.
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14
1997 ACQUISITION VI PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition VI Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1996 are approximately as follows:
1997
Acquisition VI
Properties
--------------
1997 $ 1,803
1998 1,375
1999 902
2000 563
2001 245
Thereafter 447
-------------
Total $ 5,335
=============
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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 VII Properties as described in
Note 1 for the year ended December 31, 1996. This financial statement is the
responsibility of the 1997 Acquisition VII Properties' management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying combined historical statement of revenues and certain
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No.1 dated December 11, 1997 of First Industrial, L.P. and is not
intended to be a complete presentation of the 1997 Acquisition VII Properties'
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the 1997
Acquisition VII Properties for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 9, 1998
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1997 ACQUISITION VII PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
FOR THE NINE
MONTHS ENDED FOR THE
SEPTEMBER 30, 1997 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
-------------------- --------------------
Revenues:
Rental Income................................. $ 2,506 $ 3,232
Tenant Recoveries and Other Income............ 412 744
-------------------- --------------------
Total Revenues............................... 2,918 3,976
-------------------- --------------------
Expenses:
Real Estate Taxes............................. 580 750
Repairs and Maintenance....................... 354 507
Property Management........................... 45 60
Utilities..................................... 135 174
Insurance..................................... 27 40
Other......................................... 6 84
-------------------- --------------------
Total Expenses............................... 1,147 1,615
-------------------- --------------------
Revenues in Excess of Certain Expenses......... $ 1,771 $ 2,361
==================== ====================
The accompanying notes are an integral part of the financial statements.
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17
1997 ACQUISITION VII PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combined the results of operations of eight properties acquired
by First Industrial, L.P. (the "Operating Partnership") on December 29, 1997
(the "1997 Acquisition VII Properties").
The 1997 Acquisition VII Properties were acquired for an aggregate
purchase price of approximately $27.0 million.
SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
- ----------------- ------------------------- --------- -----------------
Ronkonkama, New York 8 613,040 December 29, 1997 January 1, 1996
-------------------------
TOTAL 8 613,040
=========================
The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the nine months ended September 30, 1997 reflects, in the opinion
of management, all adjustments necessary for a fair presentation of the interim
statement. All such adjustments are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the 1997 Acquisition VII Properties that may not be
comparable to the expenses expected to be incurred in their proposed future
operations. Management is not aware of any material factors relating to these
properties which would cause the reported financial information not to be
necessarily indicative of future operating results.
In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates
and assumptions that affect the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Expense Recognition
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a
straight-line basis over the term of the tenant's lease.
16
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1997 ACQUISITION VII PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
3. FUTURE RENTAL REVENUES
The 1997 Acquisition VII Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1996 are approximately as follows:
1997
Acquisition VII
Properties
---------------
1997 $ 3,121
1998 2,935
1999 2,733
2000 2,259
2001 1,536
Thereafter 5,882
--------------
Total $ 18,466
==============
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FIRST INDUSTRIAL, L.P.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
Punia Pacifica Sealy
First Acquisition A Acquisition Acquisition
Industrial, L.P. Properties Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d)
---------------- -------------- ------------ -------------
ASSETS
Assets:
Investment in Real Estate:
Land............................. $ 103,005 $ 1,044 $ 29,040 $ 19,891
Buildings and Improvements....... 559,929 5,919 164,560 112,716
Construction in Progress......... 1,811 --- --- ---
Less: Accumulated Depreciation... (17,097) --- --- ---
---------- ------- -------- --------
Net Investment in Real Estate... 647,648 6,963 193,600 132,607
Investment in Other Real Estate
Partnerships..................... 598,067 --- --- ---
Cash and Cash Equivalents......... --- (5,796) (171,094) (99,625)
Tenant Accounts Receivable, Net... 3,328 --- --- ---
Deferred Rent Receivable.......... 2,182 --- --- ---
Deferred Financing Costs, Net..... 4,657 --- --- ---
Prepaid Expenses and Other
Assets, Net.................... 21,765 --- --- ---
---------- ------- -------- --------
Total Assets.................... $1,277,647 $ 1,167 $ 22,506 $ 32,982
========== ======= ======== ========
LIABILITIES AND
PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............ $ 49,479 $ --- $ --- $ 7,996
Senior Unsecured Debt............. 349,170 --- --- ---
Acquisition Facilities Payable.... 92,600 --- --- ---
Accounts Payable and
Accrued Expenses................. 25,127 --- --- ---
Rents Received in Advance
and Security Deposits............ 5,834 --- --- ---
Distributions Payable............. 17,706 --- --- ---
---------- ------- -------- --------
Total Liabilities............... 539,916 --- --- 7,996
---------- ------- -------- --------
Commitments and Contingencies....... --- --- --- ---
Partners' Capital:
General Partner................... 645,201 --- --- ---
Limited Partners.................. 92,530 1,167 22,506 24,986
---------- ------- -------- --------
Total Partners' Capital......... 737,731 1,167 22,506 24,986
---------- ------- -------- --------
Total Liabilities and
Partners' Capital.............. $1,277,647 $ 1,167 $ 22,506 $ 32,982
========== ======= ======== ========
1997 1997
Acquisition IIa Acquisition III
Properties Properties Subtotal
(Historical) (Historical) Carry
Note 2 (e) Note 2 (f) Forward
----------------- ---------------- ------------
ASSETS
Assets:
Investment in Real Estate:
Land............................ $ 4,413 $ 2,657 $ 160,050
Buildings and Improvements...... 25,007 15,053 883,184
Construction in Progress........ --- --- 1,811
Less: Accumulated Depreciation.. --- --- (17,097)
----------------- ---------------- ----------------
Net Investment in Real Estate.. 29,420 17,710 1,027,948
Investment in Other Real Estate
Partnerships.................... --- --- 598,067
Cash and Cash Equivalents........ (18,647) (17,710) (312,872)
Tenant Accounts Receivable, Net.. --- --- 3,328
Deferred Rent Receivable......... --- --- 2,182
Deferred Financing Costs, Net.... --- --- 4,657
Prepaid Expenses and Other
Assets, Net................... --- --- 21,765
----------------- ---------------- ----------------
Total Assets................... $ 10,773 $ --- $ 1,345,075
================= ================ ================
LIABILITIES AND
PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable........... $ 4,195 $ --- $ 61,670
Senior Unsecured Debt............ --- --- 349,170
Acquisition Facilities Payable... --- --- 92,600
Accounts Payable and
Accrued Expenses................ --- --- 25,127
Rents Received in Advance
and Security Deposits........... --- --- 5,834
Distributions Payable............ --- --- 17,706
----------------- ---------------- ----------------
Total Liabilities.............. 4,195 --- 552,107
----------------- ---------------- ----------------
Commitments and Contingencies...... --- --- ---
Partners' Capital:
General Partner.................. --- --- 645,201
Limited Partners................. 6,578 --- 147,767
----------------- ---------------- ----------------
Total Partners' Capital........ 6,578 --- 792,968
----------------- ---------------- ----------------
Total Liabilities and
Partners' Capital............. $ 10,773 $ --- $ 1,345,075
================= ================ ================
The accompanying notes are an integral part of the pro forma financial
statement.
18
20
FIRST INDUSTRIAL, L.P.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
1997 1997 1997 1997
Acquisition IV Acquisition V Acquisition VI Acquisition VII
Subtotal Properties Properties Properties Properties
Carry (Historical) (Historical) (Historical) (Historical)
Forward Note 2 (g) Note 2 (h) Note 2 (i) Note 2 (j)
---------- -------------- --------------- ---------------- -----------------
ASSETS
Assets:
Investment in Real Estate:
Land............................... $ 160,050 $ 6,091 $ 7,579 $ 3,398 $ 4,050
Buildings and Improvements......... 883,184 34,516 42,946 19,252 22,947
Construction in Progress........... 1,811 --- --- --- ---
Less: Accumulated Depreciation..... (17,097) --- --- --- ---
---------- ---------- ------------ ------------- --------------
Net Investment in Real Estate..... 1,027,948 40,607 50,525 22,650 26,997
Investment in Other Real Estate
Partnerships...................... 598,067 --- --- --- ---
Cash and Cash Equivalents.......... (312,872) (37,009) (49,048) (22,650) (26,997)
Tenant Accounts Receivable, Net.... 3,328 --- --- --- ---
Deferred Rent Receivable........... 2,182 --- --- --- ---
Deferred Financing Costs, Net...... 4,657 --- --- --- ---
Prepaid Expenses and Other
Assets, Net....................... 21,765 --- --- --- ---
---------- ---------- ------------ ------------- --------------
Total Assets...................... $1,345,075 $ 3,598 $ 1,477 $ --- $ ---
========== ========== ============ ============= ==============
LIABILITIES AND
PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............. $ 61,670 $ 3,598 $ --- $ --- $ ---
Senior Unsecured Debt.............. 349,170 --- --- --- ---
Acquisition Facilities Payable..... 92,600 --- --- --- ---
Accounts Payable and
Accrued Expenses.................. 25,127 --- --- --- ---
Rents Received in Advance
and Security Deposits............. 5,834 --- --- --- ---
Distributions Payable.............. 17,706 --- --- --- ---
---------- ---------- ------------ ------------- --------------
Total Liabilities................. 552,107 3,598 --- --- ---
---------- ---------- ------------ ------------- --------------
Commitments and Contingencies........ --- --- --- --- ---
Partners' Capital:
General Partner.................... 645,201 --- --- --- ---
Limited Partners................... 147,767 --- 1,477 --- ---
---------- ---------- ------------ ------------- --------------
Total Partners' Capital........... 792,968 --- 1,477 --- ---
---------- ---------- ------------ ------------- --------------
Total Liabilities and
Partners' Capital................ $1,345,075 $ 3,598 $ 1,477 $ --- $ ---
========== ========== ============ ============= ==============
Pro Forma First
Adjustments Industrial, L.P.
Note 2 (k) Pro Forma
------------- -----------------
ASSETS
Assets:
Investment in Real Estate:
Land............................... $ 3,741 $ 184,909
Buildings and Improvements......... 21,198 1,024,043
Construction in Progress........... --- 1,811
Less: Accumulated Depreciation..... --- (17,097)
------------ -------------
Net Investment in Real Estate..... 24,939 1,193,666
Investment in Other Real Estate
Partnerships...................... --- 598,067
Cash and Cash Equivalents.......... 448,576 ---
Tenant Accounts Receivable, Net.... --- 3,328
Deferred Rent Receivable........... --- 2,182
Deferred Financing Costs, Net...... --- 4,657
Prepaid Expenses and Other
Assets, Net....................... --- 21,765
------------ -------------
Total Assets...................... $ 473,515 $ 1,823,665
============ =============
LIABILITIES AND
PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable............. $ --- $ 65,268
Senior Unsecured Debt.............. 299,808 648,978
Acquisition Facilities Payable..... (3,503) 89,097
Accounts Payable and
Accrued Expenses.................. --- 25,127
Rents Received in Advance
and Security Deposits............. --- 5,834
Distributions Payable.............. --- 17,706
------------ -------------
Total Liabilities................. 296,305 852,010
------------ -------------
Commitments and Contingencies........ --- ---
Partners' Capital:
General Partner.................... 177,210 822,411
Limited Partners................... --- 149,244
------------ -------------
Total Partners' Capital........... 177,210 971,655
------------ -------------
Total Liabilities and
Partners' Capital................ $ 473,515 $ 1,823,665
============ =============
The accompanying notes are an integral part of the pro forma financial
statement.
19
21
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
First 1997 Lazarus Punia
Industrial, Acquisition Burman Acquisition
L.P. Property Properties Properties
(Historical) (Historical) (Historical) (Historical)
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d)
----------------- -------------- ----------------- -------------
REVENUES:
Rental Income................... $ 51,778 $ 20 $ 1,501 $ 5,354
Tenant Recoveries and
Other Income.................... 12,532 5 374 1,157
----------------- ------------- -------------- ------------
Total Revenues................ 64,310 25 1,875 6,511
----------------- ------------- -------------- ------------
EXPENSES:
Real Estate Taxes............... 11,056 4 396 983
Repairs and Maintenance......... 2,563 1 119 267
Property Management............. 2,503 1 59 124
Utilities....................... 1,891 3 77 268
Insurance....................... 154 --- 22 85
Other........................... 690 --- 37 ---
General and Administrative...... 3,918 --- --- ---
Interest Expense................ 16,297 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs........................... 175 --- --- ---
Depreciation and Other
Amortization.................... 10,132 --- --- ---
------------------ ------------- -------------- ------------
Total Expenses................. 49,379 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............ 14,931 16 1,165 4,784
Disposition of Interest Rate
Protection Agreements.......... 4,038 --- --- ---
Gain on Sales of Properties...... 537 --- --- ---
------------------ ------------- -------------- ------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item.............. 19,506 16 1,165 4,784
Equity in Income of Other Real
Estate Partnerships............ 19,502 --- --- ---
------------------ ------------- -------------- ------------
Income Before Extraordinary
Item............................$ 39,008 $ 16 $ 1,165 $ 4,784
================== ============= ============== ============
1997
Other 1997 Acquisition
Acquisition I
Properties Properties Subtotal
(Historical) (Historical) Carry
Note 3 (e) Note 3 (f) Forward
------------- ------------ -----------
REVENUES:
Rental Income.................. $ 952 $ 550 $ 60,155
Tenant Recoveries and
Other Income................... 461 236 14,765
------------ --------- ----------
Total Revenues............... 1,413 786 74,920
------------ --------- ----------
EXPENSES:
Real Estate Taxes.............. 431 194 13,064
Repairs and Maintenance........ 48 31 3,029
Property Management............ 15 22 2,724
Utilities...................... 6 1 2,246
Insurance...................... 8 5 274
Other.......................... --- --- 727
General and Administrative..... --- --- 3,918
Interest Expense............... --- --- 16,297
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs......................... --- --- 175
Depreciation and Other
Amortization.................. --- --- 10,132
------------ --------- ----------
Total Expenses............... 508 253 52,586
------------ --------- ----------
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 22,334
Disposition of Interest Rate
Protection Agreements......... --- --- 4,038
Gain on Sales of Properties..... --- --- 537
------------ --------- ----------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............ 905 533 26,909
Equity in Income of Other Real
Estate Partnerships........... --- --- 19,502
------------ --------- ----------
Income Before Extraordinary
Item.......................... $ 905 $ 533 $ 46,411
============ ========= ==========
The accompanying notes are an integral part of the pro forma financial
statement.
20
22
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
1997
Pacifica Sealy Acquisition
Acquisition Acquisition II
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 3 (g) Note 3 (h) Note 3 (I)
-------------- -------------------- ------------------- --------------------
REVENUES:
Rental Income...................... $ 60,155 $ 13,400 $ 12,169 $ 4,474
Tenant Recoveries and
Other Income....................... 14,765 2,925 1,452 1,080
-------------- -------------------- ------------------- --------------------
Total Revenues................... 74,920 16,325 13,621 5,554
-------------- -------------------- ------------------- --------------------
EXPENSES:
Real Estate Taxes.................. 13,064 1,802 1,646 1,372
Repairs and Maintenance............ 3,029 1,410 1,354 235
Property Management................ 2,724 638 587 195
Utilities.......................... 2,246 459 364 34
Insurance.......................... 274 86 189 41
Other.............................. 727 40 --- 4
General and Administrative......... 3,918 --- --- ---
Interest Expense................... 16,297 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. 175 --- --- ---
Depreciation and Other
Amortization...................... 10,132 --- --- ---
-------------- -------------------- ------------------- --------------------
Total Expenses................... 52,586 4,435 4,140 1,881
-------------- -------------------- ------------------- --------------------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................ 22,334 11,890 9,481 3,673
Disposition of Interest Rate
Protection Agreements.............. 4,038 --- --- ---
Gain on Sales of Properties......... 537 --- --- ---
-------------- -------------------- ------------------- --------------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................. 26,909 11,890 9,481 3,673
Equity in Income of Other Real
Estate Partnerships................ 19,502 --- --- ---
-------------- -------------------- ------------------- --------------------
Income Before Extraordinary
Item............................... $ 46,411 $ 11,890 $ 9,481 $ 3,673
============== ==================== =================== ====================
1997 1997
Acquisition Acquisition
III IV
Properties Properties
(Historical) (Historical) Subtotal
Note 3 (j) Note 3 (k) Carry Forward
------------------ ---------------- ---------------
REVENUES:
Rental Income...................... $ 1,437 $ 2,315 $ 93,950
Tenant Recoveries and
Other Income....................... 182 443 20,847
------------------ ---------------- ---------------
Total Revenues................... 1,619 2,758 114,797
------------------ ---------------- ---------------
EXPENSES:
Real Estate Taxes.................. 157 329 18,370
Repairs and Maintenance............ 109 94 6,231
Property Management................ 66 36 4,246
Utilities.......................... 44 62 3,209
Insurance.......................... 11 38 639
Other.............................. 40 17 828
General and Administrative......... --- --- 3,918
Interest Expense................... --- --- 16,297
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs............................. --- --- 175
Depreciation and Other
Amortization...................... --- --- 10,132
------------------ ---------------- ---------------
Total Expenses................... 427 576 64,045
------------------ ---------------- ---------------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................ 1,192 2,182 50,752
Disposition of Interest Rate
Protection Agreements.............. --- --- 4,038
Gain on Sales of Properties......... --- --- 537
------------------ ---------------- ---------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item................ 1,192 2,182 55,327
Equity in Income of Other Real
Estate Partnerships............... --- --- 19,502
------------------ ---------------- ---------------
Income Before Extraordinary
Item.............................. $ 1,192 $ 2,182 $ 74,829
================== ================ ===============
The accompanying notes are an integral part of the pro forma financial
statement.
21
23
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
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................... $ 93,950 $ 4,373 $ 1,622 $ 2,506
Tenant Recoveries and
Other Income.................... 20,847 611 435 412
---------------- ---------------- -------------------- --------------------
Total Revenues................. 114,797 4,984 2,057 2,918
---------------- ---------------- -------------------- --------------------
EXPENSES:
Real Estate Taxes............... 18,370 559 148 580
Repairs and Maintenance......... 6,231 380 106 354
Property Management............. 4,246 186 107 45
Utilities....................... 3,209 140 28 135
Insurance....................... 639 65 19 27
Other........................... 828 60 27 6
General and Administrative...... 3,918 --- --- ---
Interest Expense................ 16,297 --- --- ---
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs.......................... 175 --- --- ---
Depreciation and Other
Amortization................... 10,132 --- --- ---
---------------- ---------------- -------------------- --------------------
Total Expenses................ 64,045 1,390 435 1,147
---------------- ---------------- -------------------- --------------------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. 50,752 3,594 1,622 1,771
Disposition of Interest Rate
Protection Agreements.......... 4,038 --- --- ---
Gain on Sales of Properties...... 537 --- --- ---
---------------- ---------------- -------------------- --------------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. 55,327 3,594 1,622 1,771
Equity in Income of Other Real
Estate Partnerships............ 19,502 --- --- ---
---------------- ---------------- -------------------- --------------------
Income Before Extraordinary
Item........................... $ 74,829 $ 3,594 $ 1,622 $ 1,771
================ ================ ==================== ====================
First
Pro Forma Industrial,
Adjustments L.P.
Note 3 (o) Pro Forma
------------------- --------------------
REVENUES:
Rental Income................... $ --- $ 102,451
Tenant Recoveries and
Other Income.................... --- 22,305
------------------- --------------------
Total Revenues................. --- 124,756
------------------- --------------------
EXPENSES:
Real Estate Taxes............... --- 19,657
Repairs and Maintenance......... --- 7,071
Property Management............. --- 4,584
Utilities....................... --- 3,512
Insurance....................... --- 750
Other........................... --- 921
General and Administrative...... --- 3,918
Interest Expense................ 12,276 28,573
Amortization of Interest
Rate Protection Agreements
and Deferred Financing
Costs.......................... --- 175
Depreciation and Other
Amortization................... 9,715 19,847
------------------- --------------------
Total Expenses................ 21,991 89,008
------------------- --------------------
Income Before Disposition of
Interest Rate Protection
Agreements, Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. (21,991) 35,748
Disposition of Interest Rate
Protection Agreements.......... --- 4,038
Gain on Sales of Properties...... --- 537
------------------- --------------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. (21,991) 40,323
Equity in Income of Other Real
Estate Partnerships............ 371 19,873
------------------- --------------------
Income Before Extraordinary
Item........................... $ (21,620) $ 60,196
=================== ====================
The accompanying notes are an integral part of the pro forma financial
statement.
22
24
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 88.3% ownership interest at September 30, 1997.
The accompanying unaudited pro forma balance sheet and unaudited pro forma
statement of operations for the Operating Partnership reflect the historical
financial position of the Operating Partnership as of September 30, 1997, the
historical operations of the Operating Partnership 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 included in Amendment No.
3 to Form S-3 dated April 30, 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, 9 properties acquired during the period February 1, 1997 through July 14,
1997 (the "Other 1997 Acquisition Properties") and two properties acquired
during the period February 1, 1997 through July 14, 1997 (the "1997 Acquisition
I Properties") reported on Form 8-K/A No. 2 dated June 30, 1997, the
acquisition of 91 properties on October 30, 1997 and the additional 15
properties to be acquired within the next several months (together, the
"Pacifica Acquisition Properties"), 64 properties acquired on December 9, 1997
(the "Sealy Acquisition Properties"), 23 properties acquired during the period
July 15, 1997 through October 31, 1997 (the "1997 Acquisition II Properties")
and seven properties acquired on October 17, 1997 (the "1997 Acquisition III
Properties") which are reported on Form 8-K dated October 30, 1997 and seven
properties (the "1997 Acquisition IV Properties"), 28 properties and one
property scheduled to be acquired by January 31, 1998 (together, the "1997
Acquisition V Properties"), 36 properties (the "1997 Acquisition VI Properties")
and eight properties (the "1997 Acquisition VII Properties") acquired during the
period November 1, 1997 through December 31, 1997 reported on this Form 8-K/A
No.1 dated December 11, 1997.
The accompanying unaudited pro forma balance sheet as of September 30,
1997 has been prepared based upon certain pro forma adjustments to the
historical September 30, 1997 balance sheet of the Operating Partnership. 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 general partnership units
in the Operating Partnership (the "Units") on October 15, 1997 (the "October
1997 Capital Contribution"), 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
Operating Partnership. 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
8 3/4% Series B Preferred Units issued on May 14, 1997 (the "Series B
Preferred Capital Contribution"), the 8 5/8% Series C Preferred Units issued on
June 6, 1997 (the "Series C Preferred Capital Contribution"), the 637,440 Units
issued on September 16, 1997 (the "September 1997 Capital Contribution"), the
October 1997 Capital Contribution, 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.
23
25
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The unaudited pro forma balance sheet is not necessarily indicative of
what the Operating Partnership's financial position would have been as of
September 30, 1997 had the transactions been consummated as described above,
nor does it purport to present the future financial position of the Operating
Partnership. The unaudited pro forma statement of operations is not
necessarily indicative of what the Operating Partnership'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 Operating Partnership.
2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - SEPTEMBER 30, 1997
(a) The historical balance sheet reflects the financial position of the
Operating Partnership as of September 30, 1997 as reported in the
Operating Partnership'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 acquisition 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 Units valued at $1.2 million.
(c) Represents the purchase of the Pacifica Acquisition Properties as if
the acquisition had occurred on September 30, 1997. The Pacifica
Acquisition Properties were acquired in a purchase transaction for
approximately $193.6 million which was funded with $171.1 million in cash
and the issuance of 679,748 Units valued at $22.5 million.
(d) Represents the purchase of the Sealy Acquisition Properties as if the
acquisition had occurred on September 30, 1997. The Sealy Acquisition
Properties were acquired in a purchase transaction for approximately
$132.6 million which was funded with $99.6 million in cash, the
assumption of $8.0 million of mortgage debt and the issuance of 717,375
Units valued at $25.0 million.
(e) Represents the portion of the 1997 Acquisition II Properties that were
acquired subsequent to September 30, 1997 (the "1997 Acquisition IIa
Properties") as if the acquisitions had occurred on September 30, 1997.
The 1997 Acquisition IIa Properties were acquired in a purchase
transaction for approximately $29.4 million which was funded with $18.6
million in cash, the assumption of $4.2 million of mortgage debt and the
issuance of 199,226 Units valued at $6.6 million.
(f) Represents the purchase of the 1997 Acquisition III Properties as if
the acquisition had occurred on September 30, 1997. The 1997 Acquisition
III Properties were acquired in a purchase transaction for approximately
$17.7 million which was funded with cash.
(g) Represents the purchase of the 1997 Acquisition IV Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition IV
Properties were acquired in a purchase transaction for approximately
$40.6 million which was funded with $37.0 million in cash and the
assumption of $3.6 million of mortgage debt.
(h) Represents the purchase of the 1997 Acquisition V Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition V
Properties were acquired in a purchase transaction for approximately
$50.5 million which was funded with $49.1 million in cash and the
issuance of 42,101 Units valued at $1.4 million.
(i) Represents the purchase of the 1997 Acquisition VI Properties as if the
acquisition had occurred on September 30, 1997. The 1997 Acquisition VI
Properties were acquired in a purchase transaction for approximately
$22.7 million which was funded with cash.
24
26
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(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.
(k) Represents the adjustments needed to present the pro forma balance
sheet as of September 30, 1997 as if the properties that were occupied by
the previous owner prior to acquisition that were acquired subsequent
to September 30, 1997 had been acquired on September 30, 1997 and the
October 1997 Capital Contribution, borrowings subsequent to September 30,
1997 under the Operating Partnership'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 Operating
Partnership for the period January 1, 1997 through September 30, 1997 as
reported in the Operating Partnership'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.
25
27
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(l) The historical operations reflect the operations of the 1997
Acquisition V Properties for the period January 1, 1997 through September
30, 1997.
(m) The historical operations reflect the operations of the 1997
Acquisition VI Properties for the period January 1, 1997 through
September 30, 1997.
(n) The historical operations reflect the operations of the 1997
Acquisition VII Properties for the period January 1, 1997 through
September 30, 1997.
(o) 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 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
Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership's $200 million unsecured
revolving credit facility (the "1996 Unsecured Acquisition Facility") or
LIBOR plus .8% for borrowings under the Operating Partnership's $300
million unsecured revolving credit facility (the "1997 Unsecured
Acquisition Facility") for the assumed earlier purchase of the 1997
Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties, the 1997
Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy
Acquisition Properties, the 1997 Acquisition II Properties, the 1997
Acquisition III Properties, the 1997 Acquisition IV Properties, the 1997
Acquisition V Properties, the 1997 Acquisition VI Properties and the 1997
Acquisition VII Properties offset by the interest savings related to the
assumed repayment of $144.0 million of acquisition facility borrowings on
January 1, 1996 from the proceeds of the Series B Preferred Capital
Contribution and Series C Preferred Capital Contribution and the assumed
repayment of $196.1 million of acquisition facility borrowings on January
1, 1996 from the proceeds of the September 1997 Capital Contribution and
the October 1997 Capital Contribution and also reflects an increase in
interest expense due to the issuance of the 2005 Notes, the 2006 Notes
and the 2017 Notes as if such unsecured debt was outstanding as of
January 1, 1996.
The depreciation and amortization adjustments reflect the charges for the
1997 Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties, the 1997
Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy
Acquisition Properties, the 1997 Acquisition II Properties, the 1997
Acquisition III Properties, the 1997 Acquisition IV Properties, the 1997
Acquisition V Properties, the 1997 Acquisition VI Properties and the 1997
Acquisition VII Properties from January 1, 1997 through the earlier of
their respective acquisition date or September 30, 1997 as if such
properties were acquired on January 1, 1996.
26
28
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The equity in income of other real estate partnerships adjustment reflects
the Operating Partnership's 99% limited partnership equity interest in the
operations of an acquisition made by First Industrial Pennsylvania
Partnership, L.P. and the operations of an acquisition made by First
Industrial Financing Partnership, L.P.
27
29
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
First First Other 1996
Industrial, Highland Acquisition Acquisition Acquisition
L.P. Properties Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e)
------------- ------------- ------------- ----------- --------------
REVENUES:
Rental Income..................... $ 29,166 $1,385 $1,029 $2,893 $7,601
Tenant Recoveries and
Other Income..................... 8,421 99 218 469 944
--------- --------- --------- --------- ---------
Total Revenues.................. 37,587 1,484 1,247 3,362 8,545
--------- --------- --------- --------- ---------
EXPENSES:
Real Estate Taxes................. 6,109 129 237 519 1,283
Repairs and Maintenance........... 1,071 89 45 139 539
Property Management............... 1,153 62 40 109 354
Utilities......................... 1,047 153 21 68 30
Insurance......................... 271 23 14 44 65
Other............................. 284 --- --- --- 2
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.................. 25,140 456 357 879 2,273
--------- --------- --------- --------- ---------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 12,447 1,028 890 2,483 6,272
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 2,483 6,272
Equity in Income of Other Real
Estate Partnerships.............. 20,130 --- --- --- ---
--------- --------- --------- --------- ---------
Income Before Extraordinary
Item............................. $ 36,921 $1,028 $ 890 $2,483 $6,272
========= ========= ========= ========= =========
1997
Acquisition
Property
(Historical) Subtotal
Note 2 (f) Carry Forward
----------- --------------
REVENUES:
Rental Income..................... $ 948 $43,022
Tenant Recoveries and
Other Income..................... 210 10,361
-------- --------
Total Revenues.................. 1,158 53,383
-------- --------
EXPENSES:
Real Estate Taxes................. 167 8,444
Repairs and Maintenance........... 62 1,945
Property Management............... 30 1,748
Utilities......................... 135 1,454
Insurance......................... --- 417
Other............................. --- 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.................. 394 29,499
-------- --------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 764 23,884
Gain on Sale of Properties........ --- 4,344
-------- --------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 764 28,228
Equity in Income of Other Real
Estate Partnerships.............. --- 20,130
-------- --------
Income Before Extraordinary
Item............................. $ 764 $48,358
======== ========
The accompanying notes are an integral part of the pro forma financial
statement.
28
30
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
Lazarus Punia Other 1997
Burman Acquisition Acquisition
Properties Properties Properties
Subtotal (Historical) (Historical) (Historical)
Carry Forward Note 2 (g) Note 2 (h) Note 2 (i)
--------------- --------------- -------------- ----------------
REVENUES:
Rental Income................ $ 43,022 $ 18,606 $ 10,448 $ 2,749
Tenant Recoveries and Other
Income...................... 10,361 4,636 2,668 987
--------------- -------------- -------------- ------------------
Total Revenues............. 53,383 23,242 13,116 3,736
--------------- -------------- -------------- ------------------
EXPENSES:
Real Estate Taxes............ 8,444 4,767 1,908 1,051
Repairs and Maintenance...... 1,945 1,477 795 99
Property Management.......... 1,748 732 329 60
Utilities.................... 1,454 959 586 27
Insurance.................... 417 275 160 23
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
--------------- -------------- -------------- ------------------
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
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
Equity in Income of Other
Real Estate Partnerships..... 20,130 --- --- ---
--------------- -------------- -------------- ------------------
Income Before Extraordinary
Item......................... $ 48,358 $ 14,575 $ 9,120 $ 2,476
================ ============== ============== ==================
1997
Acquisition I
Properties Subtotal
(Historical) Carry
Note 2 (j) Forward
----------- --------------
REVENUES:
Rental Income................ $ 1,451 $ 76,276
Tenant Recoveries and Other
Income...................... 648 19,300
---------- ------------
Total Revenues............. 2,099 95,576
---------- ------------
EXPENSES:
Real Estate Taxes............ 490 16,660
Repairs and Maintenance...... 102 4,418
Property Management.......... 54 2,923
Utilities.................... 7 3,033
Insurance.................... 22 897
Other........................ --- 961
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............. 675 44,097
---------- ------------
Income Before Gain on Sales
of Properties, Equity in
Income of Other Real Estate
Partnerships and
Extraordinary Item.......... 1,424 51,479
Gain on Sales of Properties... --- 4,344
---------- ------------
Income Before Equity in
Income of Other Real Estate
Partnerships and
Extraordinary Item........... 1,424 55,823
Equity in Income of Other
Real Estate Partnerships..... --- 20,130
---------- ------------
Income Before Extraordinary
Item......................... $ 1,424 $ 75,953
========== ============
The accompanying notes are an integral part of the pro forma financial
statement.
29
31
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
1997 1997
Pacifica Sealy Acquisition Acquisition
Acquisition Acquisition II III
Subtotal Properties Properties Properties Properties
Carry (Historical) (Historical) (Historical) (Historical)
Forward Note 2 (k) Note 2 (l) Note 2 (m) Note 2 (n)
------------- -------------- -------------- -------------- ---------------
REVENUES:
Rental Income.................... $ 76,276 $ 16,849 $ 15,163 $ 5,692 $ 1,945
Tenant Recoveries and
Other Income.................... 19,300 3,453 1,546 1,203 244
-------------- ------------- -------------- -------------- ---------------
Total Revenues................. 95,576 20,302 16,709 6,895 2,189
-------------- ------------- -------------- -------------- ---------------
EXPENSES:
Real Estate Taxes................ 16,660 2,521 2,068 1,433 222
Repairs and Maintenance.......... 4,418 1,554 1,546 409 168
Property Management.............. 2,923 767 700 237 91
Utilities........................ 3,033 547 329 47 51
Insurance........................ 897 116 264 50 14
Other............................ 961 155 --- 31 4
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................. 44,097 5,660 4,907 2,207 550
-------------- ------------- -------------- -------------- ---------------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 51,479 14,642 11,802 4,688 1,639
Gain on Sale of Properties........ 4,344 --- --- --- ---
-------------- --------------- -------------- ------------- ---------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item.............. 55,823 14,642 11,802 4,688 1,639
Equity in Income of Other Real
Estate Partnerships............. 20,130 --- --- --- ---
-------------- --------------- -------------- ------------- ---------------
Income Before Extraordinary
Item............................ $ 75,953 $ 14,642 $ 11,802 $ 4,688 $ 1,639
============== =============== ============== ============= ===============
1997
Acquisition
IV
Properties Subtotal
(Historical) Carry
Note 2 (o) Forward
--------------- -------------
REVENUES:
Rental Income.................... $ 2,230 $ 118,155
Tenant Recoveries and
Other Income.................... 219 25,965
------------ -------------
Total Revenues................. 2,449 144,120
------------ -------------
EXPENSES:
Real Estate Taxes................ 217 23,121
Repairs and Maintenance.......... 99 8,194
Property Management.............. 39 4,757
Utilities........................ 73 4,080
Insurance........................ 48 1,389
Other............................ 5 1,156
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................. 481 57,902
------------ -------------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 1,968 86,218
Gain on Sale of Properties........ --- 4,344
------------ -------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item.............. 1,968 90,562
Equity in Income of Other Real
Estate Partnerships............. --- 20,130
------------ -------------
Income Before Extraordinary
Item............................ $ 1,968 $ 110,692
============ =============
The accompanying notes are an integral part of the pro forma financial
statement.
30
32
FIRST INDUSTRIAL, L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
1997 1997 1997
Acquisition Acquisition Acquisition
V VI VII
Subtotal Properties Properties Properties
Carry (Historical) (Historical) (Historical)
Forward Note 2 (p) Note 2 (q) Note 2 (r)
--------------- -------------- -------------- ---------------
REVENUES:
Rental Income.................... $ 118,155 $ 5,822 $ 2,076 $ 3,232
Tenant Recoveries and
Other Income..................... 25,965 791 553 744
----------- ----------- ----------- -------------
Total Revenues................... 144,120 6,613 2,629 3,976
----------- ----------- ----------- -------------
EXPENSES:
Real Estate Taxes................ 23,121 659 213 750
Repairs and Maintenance.......... 8,194 560 203 507
Property Management.............. 4,757 234 146 60
Utilities........................ 4,080 187 27 174
Insurance........................ 1,389 88 24 40
Other............................ 1,156 52 78 84
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................... 57,902 1,780 691 1,615
----------- ----------- ----------- -------------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 86,218 4,833 1,938 2,361
Gain on Sale of Properties....... 4,344 --- --- ---
----------- ----------- ----------- -------------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............... 90,562 4,833 1,938 2,361
Equity in Income of Other
Real Estate Partnerships........ 20,130 --- --- ---
----------- ----------- ----------- -------------
Income Before Extraordinary
Item............................. $ 110,692 $ 4,833 $ 1,938 $ 2,361
=========== =========== =========== =============
First
Pro Forma Industrial,
Adjustments L.P.
Note 2 (s) Pro Forma
--------------- --------------
REVENUES:
Rental Income................... $ --- $129,285
Tenant Recoveries and
Other Income................... --- 28,053
-------- --------
Total Revenues................ --- 157,338
-------- --------
EXPENSES:
Real Estate Taxes............... --- 24,743
Repairs and Maintenance......... --- 9,464
Property Management............. --- 5,197
Utilities....................... --- 4,468
Insurance....................... --- 1,541
Other........................... --- 1,370
General and Administrative...... --- 4,014
Interest Expense................ 18,429 23,114
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs....... --- 196
Depreciation and Other
Amortization................... 18,975 25,285
-------- --------
Total Expenses................ 37,404 99,392
-------- --------
Income Before Gain on Sales of
Properties, Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. (37,404) 57,946
Gain on Sale of Properties....... --- 4,344
-------- --------
Income Before Equity in Income
of Other Real Estate
Partnerships and
Extraordinary Item............. (37,404) 62,290
Equity in Income of Other
Real Estate Partnerships........ 1,547 21,677
-------- --------
Income Before Extraordinary
Item........................... $(35,857) $ 83,967
======== ========
The accompanying notes are an integral part of the pro forma financial
statement.
31
33
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 included in 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 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, 9 properties acquired during
the period February 1, 1997 through July 14, 1997 (the "Other 1997 Acquisition
Properties") and two properties acquired during the period February 1, 1997
through July 14, 1997 (the "1997 Acquisition I Properties") reported on Form
8-K/A No. 2 dated June 30, 1997, the acquisition of 91 properties on October
30, 1997 and the additional 15 properties to be acquired within the next
several months (together, the "Pacifica Acquisition Properties"), 64 properties
acquired on December 9, 1997 (the "Sealy Acquisition Properties"), 23
properties acquired during the period July 15, 1997 through October 31, 1997
(the "1997 Acquisition II Properties") and seven properties acquired on October
17, 1997 (the "1997 Acquisition III Properties") which are reported on Form 8-K
dated October 30, 1997 and seven properties (the "1997 Acquisition IV
Properties"), 28 properties and one property scheduled to be acquired by
January 31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties
(the "1997 Acquisition VI Properties") and eight properties (the "1997
Acquisition VII Properties") acquired during the period November 1, 1997
through December 31, 1997 reported on this Form 8-K/A No.1 dated December 11,
1997.
The accompanying unaudited pro forma statement of operations for the year
ended December 31, 1996 has been prepared based upon certain pro forma
adjustments to the historical December 31, 1996 statement of operations of the
Operating Partnership. 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 general partnership units in the Operating Partnership (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"), the 8 5/8% Series C Preferred
Units issued on June 6, 1997 (the "Series C Preferred Capital Contribution"),
the 637,440 Units issued on September 16, 1997 (the "September 1997 Capital
Contribution"), the 5,400,000 Units issued on October 15, 1997 (the "October
1997 Capital Contribution"), 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 Operating Partnership'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 Operating Partnership.
32
34
FIRST INDUSTRIAL, L.P.
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 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.
(e) The historical operations reflect the operations of the 1996
Acquisition Properties for the period January 1, 1996 through their
respective acquisition dates.
(f) The historical operations reflect the operations of the 1997
Acquisition Property for the period January 1, 1996 through December 31,
1996.
(g) The historical operations reflect the operations of the Lazarus Burman
Properties for the period January 1, 1996 through December 31, 1996.
(h) The historical operations reflect the operations of the Punia
Acquisition Properties for the period January 1, 1996 through December
31, 1996.
(i) The historical operations reflect the operations of the Other 1997
Acquisition Properties for the period January 1, 1996 through December
31, 1996.
(j) The historical operations reflect the operations of the 1997
Acquisition I Properties for the period January 1, 1996
through December 31, 1996.
(k) The historical operations reflect the operations of the Pacifica
Acquisition Properties for the period January 1, 1996 through
December 31, 1996.
(l) The historical operations reflect the operations of the Sealy
Acquisition Properties for the period January 1, 1996 through
December 31, 1996.
(m) The historical operations reflect the operations of the 1997 Acquisition
II Properties for the period January 1, 1996 through December 31, 1996.
(n) The historical operations reflect the operations of the 1997
Acquisition III Properties for the period January 1, 1996
through December 31, 1996.
(o) The historical operations reflect the operations of the 1997
Acquisition IV Properties for the period January 1, 1996
through December 31, 1996.
(p) The historical operations reflect the operations of the 1997
Acquisition V Properties for the period January 1, 1996 through
December 31, 1996.
33
35
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(q) The historical operations reflect the operations of the 1997
Acquisition VI Properties for the period January 1, 1997 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) 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 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
Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership'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 Capital Contribution.
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
Operating Partnership'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 Capital Contribution.
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 Operating
Partnership's $300 million unsecured acquisition facility (the "1997
Unsecured Acquisition Facility") for the assumed earlier purchase of the
1997 Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties, the 1997
Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy
Acquisition Properties, the 1997 Acquisition II Properties, the 1997
Acquisition
34
36
FIRST INDUSTRIAL, L.P.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
III Properties, the 1997 Acquisition IV Properties, the 1997 Acquisition
V Properties, the 1997 Acquisition VI Properties and the 1997 Acquisition
VII Properties offset by the interest savings related to the assumed
repayment of $144.0 million of acquisition facility borrowings on January
1, 1996 from the proceeds of the Series B Preferred Capital Contribution
and Series C Preferred Capital Contribution and the assumed repayment of
$196.1 million of acquisition facility borrowings on January 1, 1996 from
the proceeds of the September 1997 Capital Contribution and the October
1997 Capital Contribution and also reflects an increase in interest
expense due to the issuance of the 2005 Notes, the 2006 Notes and the
2017 Notes as if such unsecured debt was outstanding as of January 1,
1996.
The depreciation and amortization adjustment reflects the charges for the
First Highland Properties, the Other Acquisition Properties, the
Acquisition Properties, the 1996 Acquisition Properties, the 1997
Acquisition Property, the Lazarus Burman Properties, the Punia
Acquisition Properties, the Other 1997 Acquisition Properties, the 1997
Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy
Acquisition Properties, the 1997 Acquisition II Properties, the 1997
Acquisition III Properties, the 1997 Acquisition IV Properties, the 1997
Acquisition V Properties, the 1997 Acquisition VI Properties and the 1997
Acquisition VII Properties from January 1, 1996 through the earlier of
their respective acquisition date or December 31, 1996 and if such
properties were acquired on January 1, 1996.
The equity in income of other real estate partnerships adjustment
reflects the Operating Partnership's 99% limited partnership equity
interest in the operations of an acquisition made by First Industrial
Pennsylvania Partnership, L.P., an acquisition made by First Industrial
Indianapolis, L.P. and the operations of an acquisition made by First
Industrial Financing Partnership, L.P.
35
37
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.
January 22, 1998 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
36
38
EXHIBIT INDEX
Exhibit No. Description
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23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
37