-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SlrpC2Za4qspT1NU3B1xw/+DlEBy40u3VyU1LtNPa1WovT1W6zlhFkzvLRGpQPmK 0Uj92cbJV++Mj96WALcIfQ== 0000950137-98-000784.txt : 19980227 0000950137-98-000784.hdr.sgml : 19980227 ACCESSION NUMBER: 0000950137-98-000784 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDUSTRIAL LP CENTRAL INDEX KEY: 0001033128 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363924586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-21873 FILM NUMBER: 98550876 BUSINESS ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123444300 MAIL ADDRESS: STREET 1: 150 N WACKER DR STREET 2: STE 150 CITY: CHICAGO STATE: IL ZIP: 60606 8-K/A 1 CURRENT REPORT (AMENDMENT #2) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A NO. 2 Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------- Commission File Number 333-21873 Date of Report (date of earliest event reported): 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 March 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 March 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. 1 3 - - 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. 2 4 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition IV Properties - Unaudited. * Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition V Properties and Notes thereto with Independent Accountant's report dated December 30, 1997. * Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition VI Properties and Notes thereto with Independent Accountant's report dated January 9, 1998. * Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition VII Properties and Notes thereto with Independent Accountant's report dated January 9, 1998. Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition VIII Properties and Notes thereto with Independent Accountant's report dated February 17, 1998. (b) Pro Forma Financial Information: Pro Forma Balance Sheet as of September 30, 1997. Pro Forma Statement of Operations for the Nine Months Ended September 30, 1997. Pro Forma Statement of Operations for the Year Ended December 31, 1996. (c) Exhibits. Exhibits Number Description --------------- ------------------------------------------ 23 Consent of Coopers & Lybrand L.L.P., Independent Accountants * Previously Filed on the Operating Partnership's Form 8-K/A No. 1 dated December 11, 1997 3 5 INDEX TO FINANCIAL STATEMENTS PAGE ------ 1997 ACQUISITION IV PROPERTIES Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition IV Properties for the Nine Months Ended September 30, 1997 and the Year Ended December 31, 1996 - Unaudited........................................................... 5 1997 ACQUISITION VIII PROPERTIES Report of Independent Accountants.......................................................... 6 Combined Historical Statements of Revenues and Certain Expenses for the 1997 Acquisition VIII Properties for the Nine Months Ended September 30, 1997 and for the Year Ended December 31, 1996................................................................. 7 Notes to Combined Historical Statements of Revenues and Certain Expenses............................................................. 8-9 PRO FORMA FINANCIAL INFORMATION Pro Forma Balance Sheet as of September 30, 1997................................................................. 10-12 Pro Forma Statement of Operations for the Nine Months Ended September 30, 1997................................................................. 13-15 Notes to Pro Forma Financial Statements........................................................... 16-20 Pro Forma Statement of Operations for the Year Ended December 31, 1996................................................................. 21-24 Notes to Pro Forma Financial Statement............................... 25-28 4 6 1997 ACQUISITION IV PROPERTIES COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS) The Combined Historical Statements of Revenues and Certain Expenses as shown below, present the summarized results of operations of four 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 March 31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties (the "1997 Acquisition VI Properties") and eight properties (the "1997 Acquisition VII Properties") acquired by the Operating Partnership which have been audited and are reported on Form 8-K/A No. 1 dated December 11, 1997, three properties (the "1997 Acquisition VIII Properties") acquired by the Operating Partnership which have been audited and are included elsewhere in this Form 8-K/A No. 2, 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 $21.8 million and have an aggregate gross leaseable area of 702,289 square feet. A description of each property is included in Item 5. FOR THE NINE FOR THE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 1997 DECEMBER 31, 1996 (UNAUDITED) (UNAUDITED) -------------------- -------------------- Revenues: Rental Income........................... $1,301 $1,857 Tenant Recoveries and Other Income...... 289 207 ------ ------ Total Revenues........................ 1,590 2,064 ------ ------ Expenses: Real Estate Taxes....................... 165 217 Repairs and Maintenance................. 46 77 Property Management..................... 36 39 Utilities............................... 45 63 Insurance............................... 28 35 Other................................... 17 5 ------ ------ Total Expenses........................ 337 436 ------ ------ Revenues in Excess of Certain Expenses... $1,253 $1,628 ====== ======
5 7 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 VIII Properties as described in Note 1 for the year ended December 31, 1996. This financial statement is the responsibility of the 1997 Acquisition VIII Properties' management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying combined historical statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K/A No.2 dated December 11, 1997 of First Industrial, L.P. and is not intended to be a complete presentation of the 1997 Acquisition VIII Properties' revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the 1997 Acquisition VIII Properties for the year ended December 31, 1996 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Chicago, Illinois February 17, 1998 6 8 1997 ACQUISITION VIII PROPERTIES COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS)
FOR THE NINE MONTHS ENDED FOR THE SEPTEMBER 30, 1997 YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ------------------- ----------------- Revenues: Rental Income............................... $1,014 $373 Tenant Recoveries and Other Income.......... 154 12 ------ ---- Total Revenues............................ 1,168 385 ------ ---- Expenses: Real Estate Taxes........................... 164 --- Repairs and Maintenance..................... 48 22 Utilities................................... 17 10 Insurance................................... 10 13 ------ ---- Total Expenses............................ 239 45 ------ ---- Revenues in Excess of Certain Expenses........ $ 929 $340 ===== ====
The accompanying notes are an integral part of the financial statements. 7 9 1997 ACQUISITION VIII PROPERTIES NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS) 1. BASIS OF PRESENTATION. The Combined Historical Statements of Revenues and Certain Expenses (the "Statements") combined the results of operations of three properties acquired by First Industrial, L.P. (the "Operating Partnership") on December 5, 1997 (the "1997 Acquisition VIII Properties"). The 1997 Acquisition VIII Properties were acquired for an aggregate purchase price of approximately $18.8 million.
SQUARE # OF FEET DATE DATE RENTAL METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED - ----------------- ------------------------ ---------------------- ----------------- Tempe, Arizona 1 63,720 December 5, 1997 April 1, 1996 Tempe, Arizona 1 99,384 December 5, 1997 November 1, 1996 Tempe, Arizona 1 99,384 December 5, 1997 March 1, 1997 ------------------------- TOTAL 3 262,488 =========================
The unaudited Combined Historical Statement of Revenues and Certain Expenses for the nine months ended September 30, 1997 reflects, in the opinion of management, all adjustments necessary for a fair presentation of the interim statement. All such adjustments are of a normal and recurring nature. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Statements exclude certain expenses such as interest, depreciation and amortization, professional fees, and other costs not directly related to the future operations of the 1997 Acquisition VIII Properties that may not be comparable to the expenses expected to be incurred in their proposed future operations. Management is not aware of any material factors relating to these properties which would cause the reported financial information not to be necessarily indicative of future operating results. In order to conform with generally accepted accounting principles, management, in preparation of the Statements, is required to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from these estimates. Revenue and Expense Recognition The Statements have been prepared on the accrual basis of accounting. Rental income is recorded when due from tenants. The effects of scheduled rent increases and rental concessions, if any, are recognized on a straight-line basis over the term of the tenant's lease. 8 10 1997 ACQUISITION VIII PROPERTIES NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS) 3. FUTURE RENTAL REVENUES The 1997 Acquisition VIII Properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursement of expenses, under noncancelable operating leases in effect as of December 31, 1996 are approximately as follows:
1997 Acquisition VIII Properties ---------------- 1997 $1,401 1998 2,250 1999 2,250 2000 2,329 2001 2,374 Thereafter 9,477 ------- Total $20,081 =======
9 11 FIRST INDUSTRIAL, L.P. PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
Punia Pacifica Sealy 1997 First Acquisition A Acquisition Acquisition Acquisition IIa Industrial, L.P. Properties Properties Properties Properties Subtotal (Historical) (Historical) (Historical) (Historical) (Historical) Carry Note 2(a) Note 2(b) Note 2(c) Note 2(d) Note 2(e) Forward ---------- --------- --------- --------- --------- ---------- ASSETS Assets: Investment in Real Estate: Land............................ $ 103,005 $ 1,044 $ 29,040 $ 19,891 $ 4,413 $ 157,393 Buildings and Improvements...... 559,929 5,919 164,560 112,716 25,007 868,131 Construction in Progress........ 1,811 -- -- -- -- 1,811 Less: Accumulated Depreciation.. (17,097) -- -- -- -- (17,097) ---------- ------- --------- -------- -------- ---------- Net Investment in Real Estate... 647,648 6,963 193,600 132,607 29,420 1,010,238 Investment in Other Real Estate Partnerships.................... 598,067 -- -- -- -- 598,067 Cash and Cash Equivalents......... -- (5,796) (171,094) (99,625) (18,647) (295,162) Tenant Accounts Receivable, Net... 3,328 -- -- -- -- 3,328 Deferred Rent Receivable.......... 2,182 -- -- -- -- 2,182 Deferred Financing Costs, Net..... 4,657 -- -- -- -- 4,657 Prepaid Expenses and Other Assets, Net..................... 21,765 -- -- -- -- 21,765 ---------- ------- --------- -------- -------- ---------- Total Assets..................... $1,277,647 $ 1,167 $ 22,506 $ 32,982 $ 10,773 $1,345,075 ========== ======= ========= ======== ======== ========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable............ $ 49,479 $ -- $ -- $ 7,996 $ 4,195 $ 61,670 Senior Unsecured Debt............. 349,170 -- -- -- -- 349,170 Acquisition Facilities Payable.... 92,600 -- -- -- -- 92,600 Accounts Payable and Accrued Expenses................ 25,127 -- -- -- -- 25,127 Rents Received in Advance and Security Deposits........... 5,834 -- -- -- -- 5,834 Distributions Payable............. 17,706 -- -- -- -- 17,706 ---------- ------- --------- -------- -------- ---------- Total Liabilities............. 539,916 -- -- 7,996 4,195 552,107 ---------- ------- --------- -------- -------- ---------- Commitments and Contingencies......... -- -- -- -- -- -- Partners' Capital: General Partner..................... 645,201 --- -- -- -- 645,201 Limited Partners.................... 92,530 1,167 22,506 24,986 6,578 147,767 ---------- ------- --------- -------- -------- ---------- Total Partners' Capital......... 737,731 1,167 22,506 24,986 6,578 792,968 ---------- ------- --------- -------- -------- ---------- Total Liabilities and Partners' Capital............. $1,277,647 $ 1,167 $ 22,506 $ 32,982 $ 10,773 $1,345,075 ========== ======= ========= ======== ======== ==========
The accompanying notes are an integral part of the pro forma financial statement. 10 12 FIRST INDUSTRIAL, L.P. PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
1997 1997 1997 1997 Acquisition Acquisition Acquisition Acquisition III IV V VI Subtotal Properties Properties Properties Properties Subtotal Carry (Historical) (Historical) (Historical) (Historical) Carry Forward Note 2(f) Note 2(g) Note 2(h) Note 2(i) Forward ----------- ------------- ------------- ------------ ------------ -------- ASSETS Assets: Investment in Real Estate: Land ........................... $ 157,393 $ 2,657 $ 3,271 $ 7,579 $ 3,398 $ 174,298 Buildings and Improvements ..... 868,131 15,053 18,536 42,946 19,252 963,918 Construction in Progress ....... 1,811 -- -- -- -- 1,811 Less: Accumulated Depreciation . (17,097) -- -- -- -- (17,097) ----------- -------- -------- -------- -------- ----------- Net Investment in Real Estate 1,010,238 17,710 21,807 50,525 22,650 1,122,930 Investment in Other Real Estate Partnerships ................. 598,067 -- -- -- -- 598,067 Cash and Cash Equivalents ............ (295,162) (17,710) (18,209) (49,048) (22,650) (402,779) Tenant Accounts Receivable, Net ...... 3,328 -- -- -- -- 3,328 Deferred Rent Receivable ............. 2,182 -- -- -- -- 2,182 Deferred Financing Costs, Net ........ 4,657 -- -- -- -- 4,657 Prepaid Expenses and Other Assets, Net .................. 21,765 -- -- -- -- 21,765 ----------- -------- -------- -------- -------- ----------- Total Assets ................. $ 1,345,075 $ -- $ 3,598 $ 1,477 $ -- $ 1,350,150 =========== ======== ======== ======== ======== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable ........... $ 61,670 $ -- $ 3,598 $ -- $ -- $ 65,268 Senior Unsecured Debt ............ 349,170 -- -- -- -- 349,170 Acquisition Facilities Payable ... 92,600 -- -- -- -- 92,600 Accounts Payable and Accrued Expenses ............. 25,127 -- -- -- -- 25,127 Rents Received in Advance and Security Deposits ........ 5,834 -- -- -- -- 5,834 Distributions Payable ............ 17,706 -- -- -- -- 17,706 ----------- -------- -------- -------- -------- ----------- Total Liabilities ............ 552,107 -- 3,598 -- -- 555,705 ----------- -------- -------- -------- -------- ----------- Commitments and Contingencies ........ -- -- -- -- -- -- Partners' Capital: General Partner .................. 645,201 -- -- -- -- 645,201 Limited Partners ................. 147,767 -- -- 1,477 -- 149,244 ----------- -------- -------- -------- -------- ----------- Total Partners' Capital ...... 792,968 -- -- 1,477 -- 794,445 ----------- -------- -------- -------- -------- ----------- Total Liabilities and Partners' Capital .......... $ 1,345,075 $ -- $ 3,598 $ 1,477 $ -- $ 1,350,150 =========== ======== ======== ======== ======== ===========
The accompanying notes are an integral part of the pro forma financial statement. 11 13 FIRST INDUSTRIAL, L.P. PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
1997 1997 Acquisition Acquisition VII VIII Subtotal Properties Properties Pro Forma First Carry (Historical) (Historical) Adjustments Industrial L.P. Forward Note 2 (j) Note 2 (k) Note 2 (l) Pro Forma ----------- ------------- ------------- ------------ --------------- ASSETS Assets: Investment in Real Estate: Land .................................. $ 174,298 $ 4,050 $ 2,820 $ 3,741 $ 184,909 Buildings and Improvements ............ 963,918 22,947 15,980 21,198 1,024,043 Construction in Progress .............. 1,811 -- -- -- 1,811 Less: Accumulated Depreciation ........ (17,097) -- -- -- (17,097) ----------- -------- -------- --------- ----------- Net Investment in Real Estate ....... 1,122,930 26,997 18,800 24,939 1,193,666 Investment in Other Real Estate Partnerships ........................ 598,067 -- -- -- 598,067 Cash and Cash Equivalents ................. (402,779) (26,997) (18,800) 448,576 -- Tenant Accounts Receivable, Net ........... 3,328 -- -- -- 3,328 Deferred Rent Receivable .................. 2,182 -- -- -- 2,182 Deferred Financing Costs, Net ............. 4,657 -- -- -- 4,657 Prepaid Expenses and Other Assets, Net ......................... 21,765 -- -- -- 21,765 ----------- -------- -------- --------- ----------- Total Assets ........................ $ 1,350,150 $ -- $ -- 473,515 $ 1,823,665 =========== ======== ======== ========= =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable .................. $ 65,268 $ -- $ -- $ -- 65,268 Senior Unsecured Debt ................... 349,170 -- -- 299,808 648,978 Acquisition Facilities Payable .......... 92,600 -- -- (3,503) 89,097 Accounts Payable and Accrued Expenses .................... 25,127 -- -- -- 25,127 Rents Received in Advance and Security Deposits ............... 5,834 -- -- -- 5,834 Distributions Payable ................... 17,706 -- -- -- 17,706 ----------- -------- -------- --------- ----------- Total Liabilities ................... 555,705 -- -- 296,305 852,010 ----------- -------- -------- --------- ----------- Commitments and Contingencies ............... -- -- -- -- -- Partners' Capital: General Partner ......................... 645,201 -- -- 177,210 822,411 Limited Partners ........................ 149,244 -- -- -- 149,244 ----------- -------- -------- --------- ----------- Total Partners' Capital ............. 794,445 -- -- 177,210 971,655 ----------- -------- -------- --------- ----------- Total Liabilities and Partners' Capital ................. $ 1,350,150 $ -- $ -- $ 473,515 $ 1,823,665 =========== ======== ======== ========= ===========
The accompanying notes are an integral part of the pro forma financial statement. 12 14 FIRST INDUSTRIAL, L.P. PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
1997 First 1997 Lazarus Punia Other 1997 Acquisition Industrial, Acquisition Burman First Acquisition I L.P. Property Properties Properties Properties Properties Subtotal (Historical) (Historical) (Historical) (Historical) (Historical) (Historical) Carry Note 3(a) Note 3(b) Note 3(c) Note 3(d) Note 3(e) Note 3(f) Forward ------------ ------------ ------------ ------------ ------------ ------------- -------- REVENUES: Rental Income .................. $51,778 $20 $1,501 $5,354 $ 952 $550 $60,155 Tenant Recoveries and Other Income ................. 12,532 5 374 1,157 461 236 14,765 ------- --- ------ ------ ------ ---- ------- Total Revenues ............. 64,310 25 1,875 6,511 1,413 786 74,920 ------- --- ------ ------ ------ ---- ------- EXPENSES: Real Estate Taxes .............. 11,056 4 396 983 431 194 13,064 Repairs and Maintenance ........ 2,563 1 119 267 48 31 3,029 Property Management ............ 2,503 1 59 124 15 22 2,724 Utilities ...................... 1,891 3 77 268 6 1 2,246 Insurance ...................... 154 -- 22 85 8 5 274 Other .......................... 690 -- 37 -- -- -- 727 General and Administrative ..... 3,918 -- -- -- -- -- 3,918 Interest Expense ............... 16,297 -- -- -- -- -- 16,297 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ........................ 175 -- -- -- -- -- 175 Depreciation and Other Amortization ................... 10,132 -- -- -- -- -- 10,132 ------- --- ------ ------ ------ ---- ------- Total Expenses ............. 49,379 9 710 1,727 508 253 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 ............. 14,931 16 1,165 4,784 905 533 22,334 Disposition of Interest Rate Protection Agreements .......... 4,038 -- -- -- -- -- 4,038 Gain on Sales of Properties ...... 537 -- -- -- -- -- 537 ------- --- ------ ------ ------ ---- ------- Income Before Equity in Income of Other Real Estate Partnerships and Extraordinary Item ............. 19,506 16 1,165 4,784 905 533 26,909 Equity in Income of Other Real Estate Partnerships ............ 19,502 -- -- -- -- -- 19,502 ------- --- ------ ------ ------ ---- ------- Income Before Extraordinary Item ........................... $39,008 $16 $1,165 $4,784 $ 905 $533 $46,411 ======= === ====== ====== ====== ==== =======
The accompanying notes are an integral part of the pro forma financial statement. 13 15 FIRST INDUSTRIAL, L.P. PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
1997 1997 1997 Pacifica Sealy Acquisition Acquisition Acquisition Acquisition Acquisition II III IV Subtotal Properties Properties Properties Properties Properties Subtotal Carry (Historical) (Historical) (Historical) (Historical) (Historical) Carry Forward Note 3(g) Note 3(h) Note 3(i) Note 3(j) Note 3(k) Forward -------- ------------- ------------ ------------ ------------- ------------ -------- REVENUES: Rental Income .............. $60,155 $13,400 $12,169 $4,474 $1,437 $1,301 $ 92,936 Tenant Recoveries and Other Income ............. 14,765 2,925 1,452 1,080 182 289 20,693 ------- ------- ------- ------ ------ ------ -------- Total Revenues ......... 74,920 16,325 13,621 5,554 1,619 1,590 113,629 ------- ------- ------- ------ ------ ------ -------- EXPENSES: Real Estate Taxes .......... 13,064 1,802 1,646 1,372 157 165 18,206 Repairs and Maintenance .... 3,029 1,410 1,354 235 109 46 6,183 Property Management ........ 2,724 638 587 195 66 36 4,246 Utilities .................. 2,246 459 364 34 44 45 3,192 Insurance .................. 274 86 189 41 11 28 629 Other ...................... 727 40 -- 4 40 17 828 General and Administrative . 3,918 -- -- -- -- -- 3,918 Interest Expense ........... 16,297 -- -- -- -- -- 16,297 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs .................... 175 -- -- -- -- -- 175 Depreciation and Other Amortization ............... 10,132 -- -- -- -- -- 10,132 ------- ------- ------- ------ ------ ------ -------- Total Expenses ......... 52,586 4,435 4,140 1,881 427 337 63,806 ------- ------- ------- ------ ------ ------ -------- 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 1,192 1,253 49,823 Disposition of Interest Rate Protection Agreements ...... 4,038 -- -- -- -- -- 4,038 Gain on Sales of Properties .. 537 -- -- -- -- -- 537 ------- ------- ------- ------ ------ ------ -------- Income Before Equity in Income of Other Real Estate Partnerships and Extraordinary Item ......... 26,909 11,890 9,481 3,673 1,192 1,253 54,398 Equity in Income of Other Real Estate Partnerships ........ 19,502 -- -- -- -- -- 19,502 ------- ------- ------- ------ ------ ------ -------- Income Before Extraordinary Item ....................... $46,411 $11,890 $ 9,481 $3,673 $1,192 $1,253 $ 73,900 ======= ======= ======= ====== ====== ====== ========
The accompanying notes are an integral part of the pro forma financial statement. 14 16 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 ............... $ 92,936 $ 4,373 $ 1,622 $ 2,506 Tenant Recoveries and Other Income .............. 20,693 611 435 412 -------- -------- -------- -------- Total Revenues ........... 113,629 4,984 2,057 2,918 -------- -------- -------- -------- EXPENSES: Real Estate Taxes ........... 18,206 559 148 580 Repairs and Maintenance ..... 6,183 380 106 354 Property Management ......... 4,246 186 107 45 Utilities ................... 3,192 140 28 135 Insurance ................... 629 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 ............ 63,806 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 .......... 49,823 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 .......... 54,398 3,594 1,622 1,771 Equity in Income of Other Real Estate Partnerships ......... 19,502 -- -- -- ======== ======== ======== ======== Income Before Extraordinary Item ........................ $ 73,900 $ 3,594 $ 1,622 $ 1,771 ======== ======== ======== ======== 1997 Acquisition First VIII Pro Forma Industrial, Properties (Historical) Adjustments L.P. Note 3(o) Note 3(p) Pro Forma ---------------------- ---------------- ------------- REVENUES: Rental Income ............... $ 1,014 $ -- $102,451 -------- -------- -------- Tenant Recoveries and Other Income .............. 154 -- 22,305 Total Revenues ........... 1,168 -- 124,756 -------- -------- -------- EXPENSES: Real Estate Taxes ........... 164 -- 19,657 Repairs and Maintenance ..... 48 -- 7,071 Property Management ......... -- -- 4,584 Utilities ................... 17 -- 3,512 Insurance ................... 10 -- 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 ............ 239 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 .......... 929 (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 .......... 929 (21,991) 40,323 Equity in Income of Other Real Estate Partnerships ......... -- 371 19,873 ======== ======== ======== Income Before Extraordinary Item ........................ $ 929 $(21,620) $ 60,196 ======== ======== ========
The accompanying notes are an integral part of the pro forma financial statement. 15 17 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 93 properties on October 30, 1997, two properties on December 4, 1997 and 10 properties on January 30, 1998 (together, the "Pacifica Acquisition Properties"), 64 properties acquired on December 9, 1997 (the "Sealy Acquisition Properties"), 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, 28 properties and one property scheduled to be acquired by March 31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties (the "1997 Acquisition VI Properties") and eight properties (the "1997 Acquisition VII Properties") acquired during the period November 1, 1997 through December 31, 1997 which are reported on Form 8-K/A No.1 dated December 11, 1997 and four properties (the "1997 Acquisition IV Properties") and three properties (the "1997 Acquisition VIII Properties") acquired during the period November 1, 1997 through December 31, 1997 reported on this Form 8-K/A No.2. The accompanying unaudited pro forma balance sheet as of September 30, 1997 has been prepared based upon certain pro forma adjustments to the historical September 30, 1997 balance sheet of the 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. 16 18 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 $21.8 million which was funded with $18.2 million in cash and the assumption of $3.6 million of mortgage debt. (h) Represents the purchase of the 1997 Acquisition V Properties as if the acquisition had occurred on September 30, 1997. The 1997 Acquisition V Properties were acquired in a purchase transaction for approximately $50.5 million which was funded with $49.1 million in cash and the issuance of 42,101 Units valued at $1.4 million. (i) Represents the purchase of the 1997 Acquisition VI Properties as if the acquisition had occurred on September 30, 1997. The 1997 Acquisition VI Properties were acquired in a purchase transaction for approximately $22.7 million which was funded with cash. 17 19 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 purchase of the 1997 Acquisition VIII Properties as if the acquisition had occurred on September 30, 1997. The 1997 Acquisition VIII Properties were acquired in a purchase transaction for approximately $18.8 million which was funded with cash. (l) Represents the adjustments needed to present the pro forma balance sheet as of September 30, 1997 as if the properties that were occupied by the previous owner prior to acquisition 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 Partnerships 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. 18 20 ] 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) The historical operations reflect the operations of the 1997 Acquisition VIII Properties for the period January 1, 1997 through September 30, 1997. (p) In connection with the Lazarus Burman Properties acquisition, the 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, the 1997 Acquisition VII Properties and the 1997 Acquisition VIII Properties offset by the interest savings related to the assumed repayment of $144.0 million of acquisition facility borrowings on January 1, 1996 from the proceeds of the Series B Preferred 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. 19 21 FIRST INDUSTRIAL, L.P. NOTES TO PRO FORMA FINANCIAL STATEMENTS The depreciation and amortization adjustments reflect the charges for the 1997 Acquisition Property, the Lazarus Burman Properties, the Punia Acquisition Properties, the Other 1997 Acquisition Properties, the 1997 Acquisition I Properties, the Pacifica Acquisition Properties, the Sealy Acquisition Properties, the 1997 Acquisition II Properties, the 1997 Acquisition III Properties, the 1997 Acquisition IV Properties, the 1997 Acquisition V Properties, the 1997 Acquisition VI Properties, the 1997 Acquisition VII Properties and the 1997 Acquisition VIII Properties from January 1, 1997 through the earlier of their respective acquisition date or September 30, 1997 as if such properties were acquired on January 1, 1996. 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. 20 22 FIRST INDUSTRIAL, L.P. PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
First First Other Industial, Highland Acquisition Acquisition L.P. Properties Properties Properties (Historical) (Historical) (Historical) (Historical) Note 2(a) Note 2(b) Note 2(c) Note (d) ------------- --------------- ---------------- --------------- REVENUES: Rental Income ............... $29,166 $ 1,385 $ 1,029 $ 2,893 Tenant Recoveries and Other Income ............... 8,421 99 218 469 ------- ------- ------- ------- Total Revenues ............ 37,587 1,484 1,247 3,362 ------- ------- ------- ------- EXPENSES: Real Estate Taxes ........... 6,109 129 237 519 Repairs and Maintenance ..... 1,071 89 45 139 Property Management ......... 1,153 62 40 109 Utilities ................... 1,047 153 21 68 Insurance ................... 271 23 14 44 Other ....................... 284 -- -- -- General and Administrative .. 4,014 -- -- -- Interest Expense ............ 4,685 -- -- -- Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ... 196 -- -- -- Depreciation and Other Amortization ................ 6,310 -- -- -- ------- ------- ------- ------- Total Expenses ............. 25,140 456 357 879 ------- ------- ------- ------- 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 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 Equity in Income of Other Real Estate Partnerships ........ 20,130 -- -- -- Income Before Extraordinary Item ....................... $36,921 $ 1,028 $ 890 $ 2,483 ======= ======= ======= ======= 1996 1997 Acquisition Acquisition Properties Property (Historical) (Historical) Subtotal Note 2(e) Note 2(f) Carry Forward ------------- --------------- ---------------- REVENUES: Rental Income ............... $ 7,601 $ 948 $43,022 Tenant Recoveries and Other Income ............... 944 210 10,361 ------- ------- ------- Total Revenues ............ 8,545 1,158 53,383 ------- ------- ------- EXPENSES: Real Estate Taxes ........... 1,283 167 8,444 Repairs and Maintenance ..... 539 62 1,945 Property Management ......... 354 30 1,748 Utilities ................... 30 135 1,454 Insurance ................... 65 -- 417 Other ....................... 2 -- 286 General and Administrative .. -- -- 4,014 Interest Expense ............ -- -- 4,685 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs ... -- -- 196 Depreciation and Other Amortization ................ -- -- 6,310 ------- ------- ------- Total Expenses ............. 2,273 394 29,499 ------- ------- ------- Income Before Gain on Sales of Properties, Equity in Income of Other Real Estate Partnerships and Extraordinary Item .......... 6,272 764 23,884 Gain on Sale of Properties ... -- -- 4,344 ------- ------- ------- Income Before Equity in Income of Other Real Estate Partnerships and Extraordinary Item ......... 6,272 764 28,228 Equity in Income of Other Real Estate Partnerships ........ -- -- 20,130 ------- ------- ------- Income Before Extraordinary Item ....................... $ 6,272 $ 764 $48,358 ======= ======= =======
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 YEAR ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
Lazarus Punia Other 1997 Burman Acquisition Acquisition Subtotal Properties Properties Properties Carry (Historical) (Historical) (Historical) Forward Note 2(g) Note 2(h) Note 2(i) ------- ---------- --------------- ----------- REVENUES: Rental Income........................ $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. 22 24 FIRST INDUSTRIAL, L.P. PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
Pacifica Sealy Acquisition Acquisition Subtotal Properties Properties Carry (Historical) (Historical) Forward Note 2(k) Note 2(l) REVENUES: ---------- ------------- -------------- Rental Income......................... $76,276 $16,849 $15,163 Tenant Recoveries and Other Income........................ 19,300 3,453 1,546 Total Revenues.................... 95,576 20,302 16,709 ------- ------- ------- EXPENSES: Real Estate Taxes................... 16,660 2,521 2,068 Repairs and Maintenance............. 4,418 1,554 1,546 Property Management................. 2,923 767 700 Utilities........................... 3,033 547 329 Insurance........................... 897 116 264 Other............................... 961 155 --- 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 ------- ------- ------- Income Before Gain on Sales of Properties, Equity in Income of Other Real Estate Partnerships and Extraordinary Item.................. 51,479 14,642 11,802 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 Equity in Income of Other Real Estate Partnerships................. 20,130 --- --- Income Before Extraordinary Item................................ $75,953 $14,642 $11,802 ======= ======= ======= 1997 1997 1997 Acquisition Acquisition Acquisition II III IV Properties Properties Properties Subtotal (Historical) (Historical) (Historical) Carry Note 2(m) Note 2(n) Note 2(o) Forward ------------ ------------- -------------- --------- REVENUES: Rental Income......................... $5,692 $1,945 $1,857 $117,782 Tenant Recoveries and Other Income........................ 1,203 244 207 25,953 Total Revenues.................... 6,895 2,189 2,064 143,735 ------ ------ ------ -------- EXPENSES: Real Estate Taxes................... 1,433 222 217 23,121 Repairs and Maintenance............. 409 168 77 8,172 Property Management................. 237 91 39 4,757 Utilities........................... 47 51 63 4,070 Insurance........................... 50 14 35 1,376 Other............................... 31 4 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.................... 2,207 550 436 57,857 ------ ------ ------ -------- Income Before Gain on Sales of Properties, Equity in Income of Other Real Estate Partnerships and Extraordinary Item.................. 4,688 1,639 1,628 85,878 Gain on Sale of Properties............ --- --- --- 4,344 ------ ------ ------ -------- Income Before Equity in Income of Other Real Estate Partnerships and Extraordinary Item.................. 4,688 1,639 1,628 90,222 Equity in Income of Other Real Estate Partnerships................. --- --- --- 20,130 Income Before Extraordinary Item................................ $4,688 $1,639 $1,628 $110,352 ====== ====== ====== ========
The accompanying notes are an integral part of the pro forma financial statement. 23 25 FIRST INDUSTRIAL, L.P. PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
1997 1997 1997 1997 Acquisition Acquisition Acquisition Acquisition V VI VII VIII First Subtotal Properties Properties Properties Properties Pro Forma Industrial, Carry (Historical) (Historical) (Historical) (Historical) Adjustments L.P. Forward Note 2(p) Note 2(q) Note 2(r) Note 2(s) Note 2(t) Pro Forma --------- ------------- ------------ ------------ ------------ ----------- ----------- REVENUES: Rental Income ............... $117,782 $5,822 $2,076 $3,232 $373 $ -- $129,285 Tenant Recoveries and Other Income .............. 25,953 791 553 744 12 -- 28,053 -------- ------ ------ ------ ---- -------- -------- Total Revenues .......... 143,735 6,613 2,629 3,976 385 -- 157,338 -------- ------ ------ ------ ---- -------- -------- EXPENSES: Real Estate Taxes ........... 23,121 659 213 750 -- -- 24,743 Repairs and Maintenance ..... 8,172 560 203 507 22 -- 9,464 Property Management ......... 4,757 234 146 60 -- -- 5,197 Utilities ................... 4,070 187 27 174 10 -- 4,468 Insurance ................... 1,376 88 24 40 13 -- 1,541 Other ....................... 1,156 52 78 84 -- -- 1,370 General and Administrative .. 4,014 -- -- -- -- -- 4,014 Interest Expense ............ 4,685 -- -- -- -- 18,429 23,114 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs .. 196 -- -- -- -- -- 196 Depreciation and Other Amortization .............. 6,310 -- -- -- -- 18,975 25,285 -------- ------ ------ ------ ---- -------- -------- Total Expenses .......... 57,857 1,780 691 1,615 45 37,404 99,392 -------- ------ ------ ------ ---- -------- -------- Income Before Gain on Sales of Properties, Equity in Income of Other Real Estate Partnerships and Extraordinary Item .......... 85,878 4,833 1,938 2,361 340 (37,404) 57,946 Gain on Sale of Properties .... 4,344 -- -- -- -- -- 4,344 -------- ------ ------ ------ ---- -------- -------- Income Before Equity in Income of Other Real Estate Partnerships and Extraordinary Item .......... 90,222 4,833 1,938 2,361 340 (37,404) 62,290 Equity in Income of Other Real Estate Partnerships .... 20,130 -- -- -- -- 1,547 21,677 -------- ------ ------ ------ ---- -------- -------- Income Before Extraordinary Item ........................ $110,352 $4,833 $1,938 $2,361 $340 $(35,857) $ 83,967 ======== ====== ====== ====== ==== ======== ========
The accompanying notes are an integral part of the pro forma financial statement. 24 26 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 93 properties on October 30, 1997, two properties on December 4, 1997 and 10 properties on January 30, 1998 (together, the "Pacifica Acquisition Properties"), 64 properties acquired on December 9, 1997 (the "Sealy Acquisition Properties"), 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, 28 properties and one property scheduled to be acquired by March 31, 1998 (together, the "1997 Acquisition V Properties"), 36 properties (the "1997 Acquisition VI Properties") and eight properties (the "1997 Acquisition VII Properties") acquired during the period November 1, 1997 through December 31, 1997 which are reported on Form 8-K/A No.1 dated December 11, 1997 and four properties (the "1997 Acquisition IV Properties") and three properties (the "1997 Acquisition VIII Properties") acquired during the period November 1, 1997 through December 31, 1997 reported on this Form 8-K/A No.2. The accompanying unaudited pro forma statement of operations for the year ended December 31, 1996 has been prepared based upon certain pro forma adjustments to the historical December 31, 1996 statement of operations of the 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. 25 27 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. 26 28 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, 1996 through December 31, 1996. (r) The historical operations reflect the operations of the 1997 Acquisition VII Properties for the period January 1, 1996 through December 31, 1996. (s) The historical operations reflect the operations of the 1997 Acquisition VIII Properties for the period January 1, 1996 through December 31, 1996. (t) In connection with the First Highland Properties acquisition, the 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. 27 29 FIRST INDUSTRIAL, L.P. NOTES TO PRO FORMA FINANCIAL STATEMENTS 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 III Properties, the 1997 Acquisition IV Properties, the 1997 Acquisition V Properties, the 1997 Acquisition VI Properties, the 1997 Acquisition VII Properties and the 1997 Acquisition VIII Properties offset by the interest savings related to the assumed repayment of $144.0 million of acquisition facility borrowings on January 1, 1996 from the proceeds of the Series B Preferred 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, the 1997 Acquisition VII Properties and the 1997 Acquisition VIII Properties from January 1, 1996 through the earlier of their respective acquisition date or December 31, 1996 and if such properties were acquired on January 1, 1996. 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. 28 30 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. February 25, 1998 By: /s/ Michael J. Havala ---------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial and Accounting Officer) 29 31 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 23 Consent of Coopers & Lybrand L.L.P., Independent Accountants
30 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Form 8-K/A No.2 dated December 11, 1997 and incorporation by reference into the Registrant's previously filed Registration Statement on Form S-3 (File No. 333-43641) of our report dated February 17, 1998 on our audit of the combined historical statement of revenues and certain expenses of the 1997 Acquisition VIII Properties for the year ended December 31, 1996. COOPERS & LYBRAND L.L.P. Chicago, Illinois February 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----