-----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, AVpROx7XQ3276UUT/pDBv/HgNy3IfB3K2eg6DVe+lRVA7eeZLgMEZC9BfNAzbjJs cF9D7LSH3vI0s2VpKW5mYA== 0000950137-98-003196.txt : 19980817 0000950137-98-003196.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950137-98-003196 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDUSTRIAL REALTY TRUST INC CENTRAL INDEX KEY: 0000921825 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363935116 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13102 FILM NUMBER: 98687000 BUSINESS ADDRESS: STREET 1: 311 S WACKER DRIVE STREET 2: SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123444300 MAIL ADDRESS: STREET 1: 150 N WACHER DR STREET 2: SUITE 150 CITY: CHICAGO STATE: IL ZIP: 60606 10-Q 1 QUARTERLY REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 -------------------------- Commission File Number 1-13102 -------------------------- FIRST INDUSTRIAL REALTY TRUST, INC. (Exact name of Registrant as specified in its Charter) MARYLAND 36-3935116 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606 (312) 344-4300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No Number of shares of Common Stock, $.01 par value, outstanding as of August 5, 1998: 37,851,115. 2 FIRST INDUSTRIAL REALTY TRUST, INC. FORM 10-Q FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1998 INDEX PAGE ---- PART I: FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997................................................. 2 Consolidated Statements of Operations for the Six Months Ended June 30, 1998 and June 30, 1997.............................. 3 Consolidated Statements of Operations for the Three Months Ended June 30, 1998 and June 30, 1997.............................. 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1998 and June 30, 1997............................. 5 Notes to Consolidated Financial Statements.......................... 6 - 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................ 15 - 22 PART II: OTHER INFORMATION Item 1. Legal Proceedings.......................................... 23 Item 2. Changes in Securities...................................... 23 Item 3. Defaults Upon Senior Securities............................ 23 Item 4. Submission of Matters to a Vote of Security Holders........ 23 Item 5. Other Information.......................................... 23 Item 6. Exhibits and Reports on Form 8-K and 8-K/A................. 23 - 24 SIGNATURE............................................................ 25 EXHIBIT INDEX........................................................ 26 1 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
June 30, December 31, 1998 1997 ---------------- ---------------- ASSETS Assets: Investment in Real Estate: Land................................................................................$ 373,483 $ 299,020 Buildings and Improvements.......................................................... 2,023,697 1,663,731 Furniture, Fixtures and Equipment................................................... 1,482 1,437 Construction in Progress............................................................ 65,928 30,158 Less: Accumulated Depreciation...................................................... (146,464) (121,030) --------------- ---------------- Net Investment in Real Estate................................................... 2,318,126 1,873,316 Cash and Cash Equivalents........................................................... 13,139 13,222 Restricted Cash..................................................................... 2,895 313,060 Tenant Accounts Receivable, Net..................................................... 9,106 6,280 Deferred Rent Receivable............................................................ 11,909 10,144 Deferred Financing Costs, Net....................................................... 9,649 8,594 Prepaid Expenses and Other Assets, Net............................................. 59,035 47,547 --------------- ---------------- Total Assets....................................................................$ 2,423,859 $ 2,272,163 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Mortgage Loans Payable..............................................................$ 102,785 $ 101,198 Defeased Mortgage Loan Payable...................................................... --- 300,000 Senior Unsecured Debt, Net.......................................................... 748,785 648,994 Acquisition Facility Payable........................................................ 230,100 129,400 Accounts Payable and Accrued Expenses............................................... 45,183 50,373 Rents Received in Advance and Security Deposits..................................... 16,277 14,104 Dividends/Distributions Payable..................................................... 23,553 22,010 --------------- ---------------- Total Liabilities............................................................... 1,166,683 1,266,079 --------------- ---------------- Minority Interest.................................................................... 179,624 151,494 Commitments and Contingencies........................................................ --- --- Stockholders' Equity: Preferred Stock ($.01 par value, 10,000,000 shares authorized, 1,650,000, 40,000, 20,000, 50,000 and 30,000 shares of Series A, B, C, D and E Cumulative Preferred Stock, respectively, issued and outstanding at June 30, 1998 having a liquidating preference of $25 per share ($41,250), $2,500 per share ($100,000), $2,500 per share ($50,000), $2,500 per share ($125,000) and $2,500 per share ($75,000), respectively, and 1,650,000, 40,000 and 20,000 shares of Series A, B and C Cumulative Preferred Stock, respectively, issued and outstanding at December 31, 1997 having a liquidation preference of $25 per share ($41,250), $2,500 per share ($100,000) and $2,500 per share ($50,000), respectively)........................ 18 17 Common Stock ($.01 par value, 100,000,000 shares authorized, 37,850,407 and 36,433,859 shares issued and outstanding at June 30, 1998 and December 31, 1997, respectively)......................... 378 364 Additional Paid-in-Capital........................................................... 1,169,850 934,622 Distributions in Excess of Accumulated Earnings...................................... (87,809) (76,996) Unamortized Value of Restricted Stock Grants......................................... (4,885) (3,417) --------------- ---------------- Total Stockholders' Equity....................................................... 1,077,552 854,590 --------------- ---------------- Total Liabilities and Stockholders' Equity.......................................$ 2,423,859 $ 2,272,163 =============== ================
The accompanying notes are an integral part of the financial statements. 2 4 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
Six Months Six Months Ended Ended June 30, 1998 June 30, 1997 ------------- ------------- Revenues: Rental Income........................................................$ 132,127 $ 74,709 Tenant Recoveries and Other Income................................... 31,392 19,925 Interest Income on U.S. Government Securities........................ --- 4,157 ---------- ----------- Total Revenues.................................................... 163,519 98,791 ---------- ----------- Expenses: Real Estate Taxes.................................................... 25,921 15,647 Repairs and Maintenance.............................................. 7,221 4,286 Property Management.................................................. 6,424 3,519 Utilities............................................................ 4,483 2,825 Insurance............................................................ 452 276 Other................................................................ 2,698 854 General and Administrative........................................... 6,299 2,690 Interest............................................................. 32,013 21,321 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs......................................... 401 1,380 Depreciation and Other Amortization.................................. 30,328 17,712 ---------- ----------- Total Expenses.................................................... 116,240 70,510 ---------- ----------- Income from Operations Before Income Allocated to Minority Interest and Disposition of Interest Rate Protection Agreements...... 47,279 28,281 Income Allocated to Minority Interest................................. (4,843) (1,950) Disposition of Interest Rate Protection Agreements.................... --- 1,430 ---------- ----------- Income from Operations................................................ 42,436 27,761 Gain on Sales of Real Estate, Net..................................... 2,376 3,999 ---------- ----------- Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle................................................. 44,812 31,760 Extraordinary Loss.................................................... --- (12,563) Cumulative Effect of Change in Accounting Principle................... (1,976) --- ---------- ----------- Net Income............................................................ 42,836 19,197 Less: Preferred Stock Dividends...................................... (14,188) (3,365) ---------- ----------- Net Income Available to Common Stockholders..........................$ 28,648 $ 15,832 ========== =========== Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle per Weighted Average Common Share Outstanding: Basic............................................................. $ .83 $ .94 ========== =========== Diluted........................................................... $ .82 $ .94 ========== =========== Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic............................................................. $ .77 $ .53 ========== =========== Diluted........................................................... $ .77 $ .52 ========== ===========
The accompanying notes are an integral part of the financial statements. 3 5 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
Three Months Three Months Ended Ended June 30, 1998 June 30, 1997 -------------- ------------- Revenues: Rental Income....................................................... $ 70,246 $ 39,291 Tenant Recoveries and Other Income.................................. 17,059 9,200 Interest Income on U.S. Government Securities....................... --- 4,157 -------------- ------------- Total Revenues.................................................... 87,305 52,648 -------------- ------------- Expenses: Real Estate Taxes................................................... 13,532 8,100 Repairs and Maintenance............................................. 3,829 1,624 Property Management................................................. 3,515 1,841 Utilities........................................................... 2,220 1,215 Insurance........................................................... 240 137 Other............................................................... 1,768 345 General and Administrative.......................................... 3,665 1,426 Interest............................................................ 17,252 12,990 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs........................................... 224 784 Depreciation and Other Amortization................................. 16,609 9,095 -------------- ------------- Total Expenses.................................................... 62,854 37,557 -------------- ------------- Income from Operations Before Income Allocated to Minority Interest and Disposition of Interest Rate Protection Agreements..... 24,451 15,091 Income Allocated to Minority Interest................................ (2,186) (594) Disposition of Interest Rate Protection Agreements................... --- 1,430 -------------- ------------- Income from Operations............................................... 22,265 15,927 Gain on Sales of Real Estate, Net.................................... 16 3,999 -------------- ------------- Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle...................................... 22,281 19,926 Extraordinary Loss................................................... --- (12,563) Cumulative Effect of Change in Accounting Principle.................. (1,976) --- -------------- ------------- Net Income........................................................... 20,305 7,363 Less: Preferred Stock Dividends..................................... (8,210) (2,385) -------------- ------------- Net Income Available to Common Stockholders.......................... $ 12,095 $ 4,978 ============== ============= Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle per Weighted Average Common Share Outstanding: Basic............................................................. $ .38 $ .58 ============== ============= Diluted........................................................... $ .37 $ .58 ============== ============= Net Income Available to Common Stockholders Per Weighted Average Common Share Outstanding: Basic............................................................. $ .32 $ .17 ============== ============= Diluted........................................................... $ .32 $ .16 ============== =============
The accompanying notes are an integral part of the financial statements. 4 6 FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
Six Months Ended Six Months Ended June 30, 1998 June 30, 1997 ------------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income.................................................... $ 42,836 $ 19,197 Income Allocated to Minority Interest......................... 4,843 1,950 ------------------- ------------------ Income Before Minority Interest............................... 47,679 21,147 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation.................................................. 27,134 15,828 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs..................................... 401 1,380 Other Amortization............................................ 3,568 1,922 Disposition of Interest Rate Protection Agreements............ --- (1,430) Gain on Sales of Properties, Net.............................. (2,376) (3,999) Cumulative Effect of Change in Accounting Principle......... 1,976 --- Extraordinary Loss............................................ --- 12,563 Provision for Bad Debts....................................... 300 150 Increase in Tenant Accounts Receivable and Prepaid Expenses and Other Assets................................... (16,728) (16,166) Increase in Deferred Rent Receivable.......................... (1,956) (1,122) (Decrease) Increase in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits..................................................... (855) 4,092 Increase in Organization Costs................................ (396) (62) Decrease in Restricted Cash................................... 3,898 4,443 ------------------- ------------------ Net Cash Provided by Operating Activities................... 62,645 38,746 ------------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases and Additions to Investment in Real Estate and Closing Costs of Sales of Real Estate......................... (460,575) (216,882) Proceeds from Sales of Investment in Real Estate.............. 29,256 21,879 Repayment of Mortgage Loans Receivable........................ 1,017 --- Funding of Mortgage Loans Receivable.......................... --- (17,667) Decrease (Increase) in Restricted Cash........................ 267 (19,763) ------------------- ------------------ Net Cash Used in Investing Activities....................... (430,035) (232,433) ------------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Sale of Common Stock............................ 36,300 --- Common Stock Underwriting Discounts/Offering Costs............ (2,934) --- Proceeds from Exercise of Employee Stock Options.............. 1,968 1,214 Proceeds from Sale of Preferred Stock......................... 200,000 150,000 Preferred Stock Offering Costs................................ (7,300) (4,734) Proceeds from Mortgage Loans Payable.......................... --- --- Repayments on Mortgage Loans Payable.......................... (300,939) (525) Repayment of Promissory Notes Payable......................... --- (9,919) Proceeds from Acquisition Facilities Payable.................. 411,200 220,200 Repayments on Acquisition Facilities Payable.................. (310,500) (169,600) Proceeds from Senior Unsecured Debt........................... 99,753 349,150 Proceeds from Defeasance Loans................................ --- 309,800 Repayment of Defeasance Loan.................................. --- (309,800) Other Proceeds from Senior Unsecured Debt..................... 2,760 2,246 Other Costs of Senior Unsecured Debt.......................... (2,565) --- Purchase of Interest Rate Protection Agreements............... --- (150) Proceeds from Sale of Interest Rate Protection Agreements..... --- 9,950 Purchase of U.S. Government Securities........................ --- (300,000) Decrease (Increase) in Restricted Cash........................ 306,000 (6,000) Dividends/Distributions....................................... (44,502) (33,185) Preferred Stock Dividends..................................... (14,188) (3,077) Debt Issuance Costs and Prepayment Fees....................... (7,746) (7,070) ------------------- ------------------ Net Cash Provided by Financing Activities................... 367,307 198,500 ------------------- ------------------ Net (Decrease) Increase in Cash and Cash Equivalents........... (83) 4,813 Cash and Cash Equivalents, Beginning of Period................. 13,222 7,646 ------------------- ------------------ Cash and Cash Equivalents, End of Period....................... $ 13,139 $ 12,459 =================== ==================
The accompanying notes are an integral part of the financial statements. 5 7 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) (UNAUDITED) 1. ORGANIZATION AND FORMATION OF COMPANY First Industrial Realty Trust, Inc. (the "Company") was organized in the state of Maryland on August 10, 1993. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The Company's operations are conducted primarily through First Industrial, L.P. (the "Operating Partnership") of which the Company is the sole general partner with an approximate 84.9% ownership interest at June 30, 1998. As of June 30, 1998, the Company owned 953 in-service properties located in 24 states, containing an aggregate of approximately 67.7 million square feet of gross leasable area ("GLA"). Of the 953 properties owned by the Company, 812 are held by the Operating Partnership, 23 are held by First Industrial Financing Partnership, L.P., 19 are held by First Industrial Securities, L.P., 23 are held by First Industrial Mortgage Partnership, L.P., 21 are held by First Industrial Pennsylvania, L.P., five are held by First Industrial Harrisburg, L.P., four are held by First Industrial Indianapolis, L.P., 45 are held by limited liability corporations of which the Operating Partnership is the sole member, and one is held by First Industrial Development Services, L.P. Minority interest in the Company at June 30, 1998 represents the approximate 15.1% aggregate partnership interest in the Operating Partnership held by the limited partners thereof. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim financial statements have been prepared in accordance with the accounting policies described in the financial statements and related notes included in the Company's 1997 Form 10-K and should be read in conjunction with such financial statements and related notes. The following notes to these interim financial statements highlight significant changes to the notes included in the December 31, 1997 audited financial statements included in the Company's 1997 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. In order to conform with generally accepted accounting principles, management, in preparation of the Company's financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates. In the opinion of management, all adjustments consist of normal recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 1998 and the results of its operations and its cash flows for each of the six months and three months ended June 30, 1998 and 1997. Tenant Accounts Receivable, net: The Company provides an allowance for doubtful accounts against the portion of tenants accounts receivable which is estimated to be uncollectible. Tenant accounts receivable in the consolidated balance sheets are shown net of an allowance for doubtful accounts of $1,750 and $1,450 as of June 30, 1998 and December 31, 1997, respectively. 6 8 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Recent Accounting Pronouncements: In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement, effective for fiscal years beginning after December 15, 1997, requires the Company to report components of comprehensive income in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined by Concepts Statement No. 6, "Elements of Financial Statements" as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company's net income available to common stockholders approximates its comprehensive income as defined in Concepts Statement No. 6, "Elements of Financial Statements". In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". This statement, effective for financial statements for fiscal years beginning after December 15, 1997, requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. The Company has not yet determined the impact of this statement on its financial statements. In March 1998, the FASB's Emerging Issues Task Force (the "Task Force") issued Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11, effective March 19, 1998, requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property should be expensed as incurred. The Task Force concluded that a property is considered operating if, at the date of acquisition, major construction activity is substantially completed on the property and (a) it is held available for occupancy upon completion of tenant improvements by the acquirer or (b) it is already income producing. The Company adopted EITF 97-11 as of March 19, 1998. Prior to March 19, 1998, the Company capitalized internal costs of preacquisition activities incurred in connection with the acquisition of operating properties. The Company estimates that the adoption of EITF 97-11 will result in a cumulative increase of approximately $2,500 to $3,000 in the amount of general and administrative expense reflected in the Company's consolidated statement of operations in 1998. In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start-up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. In the second quarter of 1998, the Company reported a cumulative effect of a change in accounting principle of approximately $1,976 to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. During the second quarter of 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement, effective for fiscal years beginning after June 15, 1999, establishes accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments imbedded in other contracts, be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement also requires that the changes in the derivative's fair value be recognized in earnings unless specific hedge accounting 7 9 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED criteria are met. The Company is currently assessing the impact of this new statement on its consolidated financial position, liquidity, and results of operations. 3. MORTGAGE LOANS, SENIOR UNSECURED DEBT AND ACQUISITION FACILITY PAYABLE On March 31, 1998, the Company, through the Operating Partnership, issued $100,000 of Dealer remarketable securities which mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable (the "Call Option"), at the option of J.P. Morgan Securities, Inc., as Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the "Remarketing Date"). The Company received approximately $2,760 of proceeds from the Remarketing Dealer as consideration for the Call Option. The Company will amortize these proceeds over the life of the Call Option as an adjustment to interest expense. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based upon a predetermined formula as disclosed in the related Prospectus Supplement. If the Remarketing Dealer elects not to remarket the 2011 Drs., then the Operating Partnership will be required to repurchase, on the Remarketing Date, any 2011 Drs. that have not been purchased by the Remarketing Dealer at 100% of the principal amount thereof, plus accrued and unpaid interest, if any. The Company also settled an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Drs. as an adjustment to interest expense. The 2011 Drs. contain certain covenants including limitations on incurrence of debt and debt service coverage. On April 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $2,525 (the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after October 1, 2001 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. 8 10 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 3. MORTGAGE LOANS, SENIOR UNSECURED DEBT AND ACQUISITION FACILITY PAYABLE, CONTINUED The following table discloses certain information regarding the Company's mortgage loans, senior unsecured debt and acquisition facility payable:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ------------------------------- ---------------------------- ---------------- JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31, JUNE 30, MATURITY 1998 1997 1998 1997 1998 DATE ------------ ------------- ------------ ------------- --------------- ---------- MORTGAGE LOANS PAYABLE C> 1995 Mortgage Loan..............$ 39,784 $ 40,000 $ 160 $ 168 7.220% 1/11/26 CIGNA Loan...................... 35,522 35,813 --- --- 7.500% 4/01/03 Assumed Loans................... 8,809 8,950 --- --- 9.250% 1/01/13 LB Mortgage Loan II............ 705 705 --- --- 8.000% (1) Acquisition Mortgage Loan I..... 3,993 4,135 --- 29 8.500% 8/01/08 Acquisition Mortgage Loan II.... 7,913 7,997 51 52 7.750% 4/01/06 Acquisition Mortgage Loan III... 3,543 3,598 26 27 8.875% 6/01/03 Acquisition Mortgage Loan IV.... 2,516 --- 19 --- 8.950% 10/01/06 ------------ ---------- ---------- --------- Total...........................$ 102,785 $ 101,198 $ 256 $ 276 ============ ========== ========== ========= DEFEASED MORTGAGE LOAN - ---------------------- 1994 Mortgage Loan..............$ --- $ 300,000 $ --- $ 1,831 (2) (2) ============ ========== ========== ========= SENIOR UNSECURED DEBT - --------------------- 2005 Notes......................$ 50,000 $ 50,000 $ 383 $ 393 6.900% 11/21/05 2006 Notes...................... 150,000 150,000 875 671 7.000% 12/01/06 2007 Notes...................... 149,953(3) 149,951 1,457 1,457 7.600% 5/15/07 2011 Notes...................... 99,400(3) 99,377 942 942 7.375% 5/15/11(4) 2017 Notes...................... 99,814(3) 99,809 625 479 7.500% 12/01/17(5) 2027 Notes ..................... 99,859(3) 99,857 914 914 7.150% 5/15/27(6) 2011 Drs........................ 99,759(3) --- 1,625 --- 6.500%(8) 4/05/11(7) ------------ ---------- ---------- --------- Total...........................$ 748,785 $ 648,994 $ 6,821 $ 4,856 ============ ========== ========== ========= ACQUISITION FACILITY PAYABLE - ---------------------------- 1997 Unsecured Acquisition Facility........................$ 230,100 $ 129,400 $ 695 $ 297 6.510% 4/30/01 ============ ========== ========== =========
(1) The maturity date of the LB Mortgage Loan II is based on a contingent event relating to the environmental status of the property collateralizing the loan. (2) The 1994 Defeased Mortgage Loan was paid off and retired on January 2, 1998. (3) The 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes and the 2011 Drs. are net of unamortized discounts of $47, $600, $186, $141 and $241, respectively. (4) The 2011 Notes are redeemable at the option of the holder thereof, on May 15, 2004. (5) The 2017 Notes are redeemable at the option of the Company at any time based upon a predetermined formula. (6) The 2027 Notes are redeemable at the option of the holders thereof, on May 15, 2002. (7) The 2011 Drs. are required to be redeemed by the Operating Partnership on April 5, 2001 if the Remarketing Dealer elects not to remarket the 2011 Drs. (8) The 2011 Drs. bear interest at an annual rate of 6.50% to the Remarketing Date. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based on a predetermined formula as disclosed in the related Prospectus Supplement. The following is a schedule of the stated maturities of the mortgage loans, senior unsecured debt and acquisition facility payable for the next five years ending December 31, and thereafter: Amount ---------- 1998 $ 919 1999 2,080 2000 2,252 2001 232,538 2002 2,640 Thereafter 841,751 ---------- Total $1,082,180 ==========
The maturity date of the LB Mortgage Loan II is based on a contingent event. As a result, this loan is not included in the above table. 9 11 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 3. MORTGAGE LOANS, SENIOR UNSECURED DEBT AND ACQUISITION FACILITY PAYABLE, CONTINUED The Company, from time to time, enters into interest rate protection agreements which are used to lock into a fixed interest rate on anticipated offerings of senior unsecured debt. At June 30, 1998, the following interest rate protection agreements were outstanding:
Notional Origination Settlement Amount Date Interest Rate Valuation Basis Date - ---------- ----------------- ------------- ----------------- ---------------- $ 50,000 January 2, 1998 5.937% 30-Year Treasury October 1, 1998 $ 100,000 October 28, 1997 6.317% 30-Year Treasury July 1, 1998 $ 100,000 December 19, 1997 5.994% 30-Year Treasury January 4, 1999
4. STOCKHOLDERS' EQUITY Common Stock On April 23, 1998, the Company issued, in a private placement, 1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity Offering"). The price per share in the April 1998 Equity Offering was $32.625, resulting in gross offering proceeds of $36,300. Proceeds to the Company, net of purchaser's discount and total offering expenses, were approximately $34,100. Preferred Stock: On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series D Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the dividends and amounts upon liquidation, dissolution or winding up, the Series D Preferred Stock ranks senior to payments on the Company's $.01 par value common stock ("Common Stock") and pari passu with the Company's 91/2%, $.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock"), 83/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), 85/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock") and Series E Preferred Stock (defined below); however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series D Preferred Stock is not redeemable prior to February 4, 2003. On and after February 4, 2003, the Series D Preferred Stock is redeemable for cash at the option of the Company, in whole or part, at a redemption price equivalent to $25 per Depositary Share, or $125,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series D Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series E Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series E Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series E Preferred Stock is not redeemable prior to March 18, 2003. On and after March 18, 2003, the Series E Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $75,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series E Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. 10 12 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 4. STOCKHOLDERS' EQUITY, CONTINUED Restricted Stock: During the six months ended June 30, 1998, the Company awarded 51,850 shares of restricted Common Stock to certain employees and 1,179 shares of restricted Common Stock to certain Directors. Another employee of the Company converted certain employee stock options to 6,123 shares of restricted Common Stock. These shares of restricted Common Stock had a fair value of $2,095 on the date of grant. The restricted Common Stock vests over a period from five to ten years. Compensation expense will be charged to earnings over the respective vesting period. Non-Qualified Employee Stock Options: On January 2, 1998, the Company granted 4,370,000 non-qualified employee stock options. These stock options vest over three years based upon certain performance measures. The stock options have a strike price of $35.8125 per share and expire ten years from the date of grant. On May 14, 1998, the Company granted 899,000 non-qualified employee stock options. These stock-options vest over one year and have a strike price of $31.13 per share. These stock options expire between seven and ten years from the date of grant. Dividends/Distributions: The following table summarizes dividends/distributions for the six months ended June 30, 1998: COMMON STOCK/OPERATING PARTNERSHIP UNITS
Dividend/Distribution Total Record Date Payable Date per Share/Unit Dividend/Distribution ----------- ------------- --------------- ---------------------- Fourth Quarter 1997 December 31, 1997 January 20, 1998 $ .53000 $ 22,010 First Quarter 1998 March 31, 1998 April 20, 1998 $ .53000 $ 22,492 Second Quarter 1998 June 30, 1998 July 20, 1998 $ .53000 $ 23,553 SERIES A PREFERRED STOCK Dividend Total Record Date Payable Date per Share Dividend ----------- ------------- --------------- ---------------------- First Quarter 1998 March 13, 1998 March 31, 1998 $ .59375 $ 980 Second Quarter 1998 June 15, 1998 June 30, 1998 $ .59375 $ 980 SERIES B PREFERRED STOCK Dividend Total Record Date Payable Date per Share Dividend ----------- ------------- --------------- ---------------------- First Quarter 1998 March 13, 1998 March 31, 1998 $ 54.68750 $ 2,188 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 54.68750 $ 2,188 SERIES C PREFERRED STOCK Dividend Total Record Date Payable Date per Share Dividend ----------- ------------- --------------- ---------------------- First Quarter 1998 March 13, 1998 March 31, 1998 $ 53.90600 $ 1,078 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 53.90600 $ 1,078 SERIES D PREFERRED STOCK Dividend Total Record Date Payable Date per Share Dividend ----------- ------------- --------------- ---------------------- First Quarter 1998 March 13, 1998 March 31, 1998 $ 30.36500 $ 1,518 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.68700 $ 2,484 SERIES E PREFERRED STOCK Dividend Total Record Date Payable Date per Share Dividend ------------ ------------- --------------- ---------------------- First Quarter 1998 June 15, 1998 June 30, 1998 $ 7.13194 $ 214 Second Quarter 1998 June 15, 1998 June 30, 1998 $ 49.37500 $ 1,480
11 13 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 5. ACQUISITION OF REAL ESTATE During the six months ended June 30, 1998, the Company acquired 186 existing industrial properties and several land parcels. The aggregate purchase price for these acquisitions totaled approximately $418,399, excluding costs incurred in conjunction with the acquisition of the properties. Of the 186 existing industrial properties and several land parcels purchased by the Company during the six months ended June 30, 1998, four existing industrial properties were purchased from Western Suburban Industrial Investments Limited Partnership ("Western") in which the sole general partner, having a 5% interest, was Tomasz/Shidler Investment Corporation, of which the sole shareholders were a Director and Director/Officer of the Company who also had a 53% and 32% limited partnership interest in Western, respectively. Further, an additional Director/Officer of the Company was a limited partner in Western having an interest of 2%. The aggregate purchase price for this acquisition totaled approximately $7,900, excluding costs incurred in conjunction with the acquisition of the properties. During the second quarter of 1998, the Company, through the Operating Partnership, completed an acquisition of a real estate firm for which an officer and an employee of the Company owned a 77.5% interest. Gross proceeds to the real estate firm totaled approximately $2,349. 6. SALES OF REAL ESTATE During the six months ended June 30, 1998, the Company sold seven existing industrial properties and three land parcels. Gross proceeds from these sales were approximately $29,256. The gain on sales of real state was approximately $2,376, net of federal income taxes. 7. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Six Months Ended ------------------------------------ June 30, 1998 June 30, 1997 --------------- -------------- Interest paid, net of capitalized interest.................... $ 31,501 $ 18,048 =============== ============== Interest capitalized.......................................... $ 1,907 $ 294 =============== ============== SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Dividend/Distribution payable on Common Stock/Units .......... $ 23,553 $ 17,510 IN CONJUNCTION WITH THE PROPERTY ACQUISITIONS, THE FOLLOWING ASSETS AND LIABILITIES WERE ASSUMED AND OPERATING PARTNERSHIP UNITS EXCHANGED: Purchase of real estate........................................$ 418,399 $ 253,484 Accrued real estate taxes and security deposits............... (4,137) (2,473) Mortgage loans................................................ (2,525) (4,505) Operating Partnership Units................................... (33,802) (53,471) --------------- -------------- $ 377,935 $ 193,035 =============== ==============
12 14 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 8. EARNINGS PER SHARE Earnings per share amounts are based on the weighted average amount of Common Stock and Common Stock equivalents (employee stock options) outstanding. The outstanding units in the Operating Partnership (the "Units") have been excluded from the diluted earnings per share calculation as there would be no effect on the earnings per share amounts since the minority interests' share of income would also be added back to net income. The computation of basic and diluted EPS is presented below:
Six Months Six Months Three Months Three Months Ended Ended Ended Ended June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997 ---------------- -------------- -------------- -------------- Numerator: - ---------- Income Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle............. $ 44,812 $ 31,760 $ 22,281 $ 19,926 Less: Preferred Dividends............................. (14,188) (3,365) (8,210) (2,385) ---------------- -------------- -------------- -------------- Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle - For Basic and Diluted EPS. 30,624 28,395 14,071 17,541 Extraordinary Loss.................................... --- (12,563) --- (12,563) Cumulative Effect of Change in Accounting Principle... (1,976) --- (1,976) --- ---------------- -------------- -------------- -------------- Net Income Available to Common Stockholders- For Basic and Diluted EPS............................... $ 28,648 $ 15,832 $ 12,095 $ 4,978 ================ ============== ============== ============== Denominator: - ------------ Weighted Average Shares - Basic...................... 36,982 30,080 37,433 30,132 Effect of Dilutive Securities: Employee and Director Common Stock Options.......... 338 283 264 271 ---------------- -------------- -------------- -------------- Weighted Average Shares- Diluted..................... 37,320 30,363 37,697 30,403 ================ ============== ============== ============== Basic EPS: - ---------- Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle.............................. $ .83 $ .94 $ .38 $ .58 ================ ============== ============== ============== Extraordinary Loss.................................... $ --- $ (.41) $ --- $ (.41) ================ ============== ============== ============== Cumulative Effect of Change in Accounting Principle... $ (.05) $ --- $ (.05) $ --- ================ ============== ============== ============== Net Income Available to Common Stockholders........... $ .77 $ .53 $ .32 $ .17 ================ ============== ============== ============== Diluted EPS: - ------------ Net Income Available to Common Stockholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle.............................. $ .82 $ .94 $ .37 $ .58 ================ ============== ============== ============== Extraordinary Loss.................................... $ --- $ (.41) $ --- $ (.41) ================ ============== ============== ============== Cumulative Effect of Change in Accounting Principle... $ (.05) $ --- $ (.05) $ --- ================ ============== ============== ============== Net Income Available to Common Stockholders........... $ .77 $ .52 $ .32 $ .16 ================ ============== ============== ==============
13 15 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) (UNAUDITED) 9. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company is involved in legal actions arising from the operation of its business. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the consolidated financial position, operations or liquidity of the Company. The Company has committed to the construction of 17 development projects totaling approximately 2.1 million square feet of GLA. The estimated total construction costs are approximately $75,486. These developments are expected to be funded with cash flow from operations as well as borrowings under the Company's $300,000 unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility"). In the second quarter of 1998, the Company, through the Operating Partnership, entered into a non-binding letter of intent with an institutional investor to create a joint venture that would invest in industrial properties. The venture is subject, among other contingencies, to due diligence and the negotiation of definitive documentation. There can be no assurance that such venture will be created, or if created, will be successful. 10. SUBSEQUENT EVENTS From July 1, 1998 to August 5, 1998, the Company acquired five industrial properties. The aggregate purchase price for these acquisitions totaled approximately $22,362, excluding costs incurred in conjunction with the acquisition of the properties. On July 20, 1998, the Company and the Operating Partnership paid a second quarter 1998 dividend/distribution of $.53 per common share/Unit, totaling approximately $23,553. On July 14, 1998, the Company, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15 and July 15. The Company also settled interest rate protection agreements, in the notional amount of $150,000, which were used to fix the interest rate on the 2028 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to the interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. 14 16 FIRST INDUSTRIAL REALTY TRUST, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of First Industrial Realty Trust, Inc.'s (the "Company") financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q. RESULTS OF OPERATIONS At June 30, 1998, the Company owned 953 in-service properties with approximately 67.7 million square feet of gross leasable area ("GLA"), compared to 454 in-service properties with approximately 39.1 million square feet of GLA at June 30, 1997. The addition of 511 properties acquired or developed between July 1, 1997 and June 30, 1998 included the acquisitions of 502 properties totaling approximately 26.9 million square feet of GLA and the completed development of nine properties totaling approximately 2.2 million square feet of GLA. The Company also completed the expansion of two properties totaling approximately .1 million square feet of GLA and the sale of 12 in-service properties totaling approximately .6 million square feet of GLA, one property held for redevelopment and several land parcels. COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 TO SIX MONTHS ENDED JUNE 30, 1997 Rental income and tenant recoveries and other income increased by approximately $68.9 million or 72.8% due primarily to the properties acquired or developed after June 30, 1997. Rental income and tenant recoveries and other income from properties owned prior to January 1, 1997, decreased by approximately $.2 million or .3% due primarily to general rent increases offset by a decrease in tenant recovery income charges related to the decrease in operating expenses as discussed below. Interest income on U.S. Government securities in 1997 represents interest income earned on U.S. Government securities that were pledged as collateral to legally defease the Company's $300 million mortgage loan (the "1994 Mortgage Loan"). Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased by approximately $19.8 million or 72.2% due primarily to the properties acquired or developed after June 30, 1997. Expenses from properties owned prior to January 1, 1997, decreased by approximately $.7 million or 3.1% due primarily to a decrease in snow removal and related expenses incurred for properties located in certain of the Company's metropolitan areas during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. General and administrative expense increased by approximately $3.6 million, of which, approximately $2.5 million is due primarily to the additional expenses associated with managing the Company's growing operations including additional professional fees relating to additional properties owned and additional personnel to manage and expand the Company's business. Approximately $1.1 million of the increase is the result of the adoption of Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11"), which requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property should be expensed as incurred. The Company adopted EITF 97-11 on March 19, 1998. Interest expense increased by approximately $10.7 million for the six months ended June 30, 1998 compared to the six months ended June 30, 1997 due primarily to a higher average debt balance outstanding resulting from the issuance of unsecured debt to fund the acquisition and development of additional properties. 15 17 Amortization of interest rate protection agreements and deferred financing costs decreased by approximately $1.0 million due primarily to the full amortization of the deferred financing costs relating to the Company's 1994 Mortgage Loan which was paid off and retired on January 2, 1998. Depreciation and other amortization increased by approximately $12.6 million due primarily to the additional depreciation and amortization related to the properties acquired or developed after June 30, 1997. The $2.4 million gain on sales of properties, net of federal income tax, resulted from the sale of seven existing industrial properties and three land parcels. Gross proceeds from these sales were approximately $29.3 million. The $2.0 million cumulative effect of change in accounting principle is the result of the write-off of the unamortized balance of organizational costs on the Company's balance sheet due to the early adoption of Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"), as further discussed later in this Management's Discussion and Analysis. COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 TO THREE MONTHS ENDED JUNE 30, 1997 Rental income and tenant recoveries and other income increased by approximately $38.8 million or 80.0%, due primarily to the properties acquired or developed after June 30, 1997. Rental income and tenant recoveries and other income from properties owned prior to April 1, 1997, increased by approximately $1.2 million or 2.7% due to general rent increases and an increase in tenant recovery income charges due to an increase in property operating expenses as discussed below. Interest income on U.S. government securities for 1997 represents interest income earned on U.S. Government securities that were pledged as collateral to legally defease the 1994 Mortgage Loan. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased by approximately $11.8 million or 89.3% due primarily to the properties acquired or developed after June 30, 1997. Expenses from properties owned prior to April 1, 1997, increased by approximately $.4 million or 3.5% due to an increase in real estate tax expense, utilities and other expense in the majority of the Company's geographical markets. General and administrative expense increased by approximately $2.2 million, of which, approximately $1.4 million is due primarily to the additional expenses associated with managing the Company's growing operations including additional professional fees relating to additional properties owned and additional personnel to manage and expand the Company's business. Approximately $.8 million of the increase is the result of the adoption of EITF 97-11. Interest expense increased by approximately $4.3 million for the three months ended June 30, 1998 compared to the three months ended June 30, 1997 due primarily to a higher average debt balance outstanding resulting from the issuance of unsecured debt to fund the acquisition and development of additional properties. Amortization of interest rate protection agreements and deferred financing costs decreased by approximately $.6 million due primarily to the full amortization of the deferred financing costs relating to the Company's 1994 Mortgage Loan which was paid off and retired on January 2, 1998. Depreciation and other amortization increased by approximately $7.5 million due primarily to the additional depreciation and amortization related to the properties acquired or developed after June 30, 1997. 16 18 The $2.0 million cumulative effect of change in accounting principle is the result of the write-off of the unamortized balance of organizational costs on the Company's balance sheet due to the early adoption of SOP 98-5, as further discussed later in this Management's Discussion and Analysis. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1998, the Company's unrestricted cash and cash equivalents was approximately $13.1 million and restricted cash was approximately $2.9 million. The restricted cash reserves are required to be set aside under the Company's $40.0 million mortgage loan (the "1995 Mortgage Loan") for payments of security deposit refunds, tenant improvements, capital expenditures, interest, real estate taxes, and insurance. The portion of the cash reserve relating to payments for capital expenditures, interest, real estate taxes, and insurance for properties collateralizing the 1995 Mortgage Loan is established monthly, distributed to the Company as such expenditures are made and is replenished to a level adequate to make the next periodic payment of such expenditures. The portion of the cash reserve relating to security deposit refunds for the tenants occupying the properties collateralizing the 1995 Mortgage Loan is adjusted as tenants turn over. Net cash provided by operating activities was approximately $62.6 million for the six months ended June 30, 1998 compared to approximately $38.7 million for the six months ended June 30, 1997. This increase is due primarily to an increase in net operating income (which is defined as total revenues less property related expenses) which is partially offset by an increase in interest expense and general and administrative expense as discussed in "Results of Operations" above. Net cash used in investing activities increased to approximately $430.0 million for the six months ended June 30, 1998 from approximately $232.4 million for the six months ended June 30, 1997. This increase is due primarily to an increase in the acquisition of properties, a decrease in the net sales of real estate and a decrease in the funding of mortgage loans receivable. Net cash provided by financing activities increased to approximately $367.3 million for the six months ended June 30, 1998 from approximately $198.5 million for the six months ended June 30, 1997 due to the issuance of common stock, preferred stock and senior unsecured borrowings during the six months ended June 30, 1998. These proceeds were partially offset by an increase in dividends and distributions for the six months ended June 30, 1998 due to the issuance of additional common and preferred shares of the Company and First Industrial, L.P. partnership units (the "Units") after June 30, 1997 and an increase in per common share/Unit distributions. Funds from operations for the six months ended June 30, 1998 were $63.0 million, as compared to $42.5 million for the six months ended June 30, 1997, as a result of the factors discussed in the analysis of operating results above. Management considers funds from operations to be one measure of the financial performance of an equity REIT that provides a relevant basis for comparison among REITs, and it is presented to assist investors in analyzing the performance of the Company. In accordance with the National Association of Real Estate Investment Trusts' definition of funds from operations, the Company calculates funds from operations to be equal to net income, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, excluding amortization of deferred financing costs and interest rate protection agreements, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations do not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends and distributions. Funds from operations should not be considered as a substitute for net income as a measure of results of operations or for cash flow from operating activities calculated in accordance with generally accepted accounting principles as a measure of liquidity. Funds from operations as calculated by the Company may not be comparable to similarly titled, but differently calculated, measures of other REITs. 17 19 The following is a reconciliation of net income to funds from operations:
Six Months Ended Six Months Ended June 30, 1998 June 30, 1997 ---------------- ---------------- Net Income Available to Common Stockholders...................... $ 28,648 $ 15,832 Adjustments: Depreciation and Other Amortization............................. 29,958 17,613 Extraordinary Items........................ --- 12,563 Cumulative Effect of Change in Accounting Principle..................... 1,976 --- Minority Interest.......................... 4,843 1,950 Gain on Sales of Properties................ (2,376) (3,999) Gain on disposition of IRPA................ --- (1,430) ---------------- ---------------- Funds From Operations.................... $ 63,049 $ 42,529 ================ ================
The ratio of earnings to fixed charges and preferred stock dividends was 1.64 for the six months ended June 30, 1998 compared to 1.93 for the six months ended June 30, 1997. The decrease is primarily due to additional interest expense and preferred stock dividends incurred during the six months ended June 30, 1998 from additional debt and preferred stock issued to fund property acquisitions and developments, which is partially offset by higher net operating income from property acquisitions as discussed in the "Results of Operations" above. Between January 1, 1998 and June 30, 1998, the Company purchased 186 industrial properties and several land parcels, for an aggregate purchase price of approximately $418.4 million, excluding costs incurred in conjunction with the acquisition of the properties. Of the 186 existing industrial properties and several land parcels purchased by the Company during the six months ended June 30, 1998, four existing industrial properties were purchased from Western Suburban Industrial Investments Limited Partnership ("Western") in which the sole general partner, having a 5% interest, was Tomasz/Shidler Investment Corporation, of which the sole shareholders were a Director and Director/Officer of the Company who also had a 53% and 32% limited partnership interest in Western, respectively. Further, an additional Director/Officer of the Company was a limited partner in Western having an interest of 2%. The aggregate purchase price for this acquisition totaled approximately $7.9 million, excluding costs incurred in conjunction with the acquisition of the properties. During the second quarter of 1998, the Company, through the Operating Partnership, completed an acquisition of a real estate firm for which an officer and an employee of the Company owned a 77.5% interest. Gross proceeds to the real estate firm totaled approximately $2.3 million. During the six months ended June 30, 1998, the Company sold seven existing industrial properties and three land parcels. Gross proceeds from these sales were approximately $29.3 million. The gain on sales of real estate was approximately $2.4 million, net of federal income taxes. The Company has committed to the construction of 17 development projects totaling approximately 2.1 million square feet of GLA. The estimated total construction costs are approximately $75.5 million. These developments are expected to be funded with cash flow from operations as well as borrowings under the Company's $300 million unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility"). 18 20 From July 1, 1998 to August 5, 1998, the Company acquired five industrial properties. The aggregate purchase price for these acquisitions totaled approximately $22.4 million, excluding costs incurred in conjunction with the acquisition of the properties. On March 31, 1998, the Company, through the Operating Partnership, issued $100 million of Dealer remarketable securities which mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable (the "Call Option"), at the option of J.P. Morgan Securities, Inc., as Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the "Remarketing Date"). The Company received approximately $2.8 million of proceeds from the Remarketing Dealer as consideration for the Call Option. The Company will amortize these proceeds over the life of the Call Option as an adjustment to interest expense. If the holder of the Call Option calls the 2011 Drs. and elects to remarket the 2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based upon a predetermined formula as disclosed in the related Prospectus Supplement. If the Remarketing Dealer elects not to remarket the 2011 Drs., then the Operating Partnership will be required to repurchase, on the Remarketing Date, any 2011 Drs. that have not been purchased by the Remarketing Dealer at 100% of the principal amount thereof, plus accrued and unpaid interest, if any. The Company also settled an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Drs. as an adjustment to interest expense. The 2011 Drs. contain certain covenants including limitations on incurrence of debt and debt service coverage. On April 16, 1998, the Company, through the Operating Partnership, assumed a mortgage loan in the amount of $2.5 million (the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and provides for monthly principle and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after October 1, 2001 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On July 14, 1998, the Company through the Operating Partnership, issued $200 million of senior unsecured debt which matures on July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15 and July 15. The Company also settled interest rate protection agreements, in the notional amount of $150 million, which were used to fix the interest rate on the 2028 Notes prior to issuance. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to the interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series D Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the dividends and amounts upon liquidation, dissolution or winding up, the Series D Preferred Stock ranks senior to payments on the Company's $.01 par value common stock ("Common Stock") and pari passu with the Company's 91/2%, $.01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock"), 83/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), 85/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock") and Series E Preferred Stock (defined below); however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series D Preferred Stock is not redeemable prior to February 4, 2003. On and after February 4, 2003, the Series D Preferred Stock is redeemable for cash at the option of the Company, in whole or part, at a redemption 19 21 price equivalent to $25 per Depositary Share, or $125.0 million in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series D Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial offering price of $25 per Depositary Share. Dividends on the Series E Preferred Stock represented by the Depositary Shares are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series E Preferred Stock ranks senior to payments on the Company's Common Stock and pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; however, the Series A Preferred Stock has the benefit of a guarantee by First Industrial Securities, L.P. The Series E Preferred Stock is not redeemable prior to March 18, 2003. On and after March 18, 2003, the Series E Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $75.0 million in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series E Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. On April 23, 1998, the Company issued, in a private placement, 1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity Offering"). The price per share in the April 1998 Equity Offering was $32.625, resulting in gross offering proceeds of $36.3 million. Proceeds to the Company, net of purchaser's discount and total offering expenses, were approximately $34.1 million. During the six months ended June 30, 1998, the Company awarded 51,850 shares of restricted Common Stock to certain employees and 1,179 shares of restricted Common Stock to certain Directors. Another employee of the Company converted certain employee stock options to 6,123 shares of restricted Common Stock. These shares of restricted Common Stock had a fair value of $2.1 million on the date of grant. The restricted Common Stock vests over a period from five to ten years. Compensation expense will be charged to earnings over the respective vesting period. On January 2, 1998, the Company granted 4,370,000 non-qualified employee stock options. These stock options vest over three years based upon certain performance measures. The stock options have a strike price of $35.8125 per share and expire ten years from the date of grant. On May 14, 1998, the Company granted 899,000 non-qualified employee stock options. These stock-options vest over one year and have a strike price of $31.13 per share. These stock options expire between seven and ten years from the date of grant. On January 20, 1998, the Company and the Operating Partnership paid a fourth quarter 1997 distribution of $.53 per common share/Unit, totaling approximately $22.0 million. On April 20, 1998, the Company and Operating Partnership paid a first quarter 1998 distribution of $.53 per common share/Unit, totaling approximately $22.5 million. On July 20, 1998, the Company and the Operating Partnership paid a second quarter 1998 distribution of $.53 per common share/Unit, totaling approximately $23.6 million. On March 31, 1998, the Company paid first quarter preferred stock dividends of $.59375 per share on its 9.5% Series A Cumulative Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its 8.75% Series B Cumulative Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its 8.63% Series C Cumulative Preferred Stock and a period prorated first quarter preferred stock dividend of $30.365 per share (equivalent to $.30365 per Depositary Share) on its 7.95% Series D Cumulative Preferred Stock. The preferred stock dividends paid on March 31, 1998 totaled, in the aggregate, approximately $5.8 million. On March 31, 1998, the Company accrued a first quarter 20 22 period prorated preferred stock dividend of $7.13194 per share (equivalent to $.0713194 per Depositary Share), totaling $.2 million, on its 7.90% Series E Cumulative Preferred Stock. On June 30, 1998, the Company paid second quarter preferred stock dividends of $.59375 per share on its 9.5% Series A Cumulative Preferred Stock, $54.688 per share (equivalent to $.54688 per Depositary Share) on its 8.75% Series B Cumulative Preferred Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its 8.63% Series C Cumulative Preferred Stock and $49.687 per share (equivalent to $.49687 per Depositary Share) on its 7.95% Series D Cumulative Preferred Stock and a period prorated first quarter dividend and a second quarter dividend totaling $56.5069 per share (equivalent to $.565069 per Depositary Share) on its 7.90% Series E Cumulative Preferred Stock. The preferred stock dividends paid on June 30, 1998 totaled, in the aggregate, approximately $8.4 million. In the second quarter of 1998, the Company, through the Operating Partnership, entered into a non-binding letter of intent with an institutional investor to create a joint venture that would invest in industrial properties. The venture is subject, among other contingencies, to due diligence and the negotiation of definitive documentation. There can be no assurance that such venture will be created, or if created, will be successful. The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flow from operations and other expected liquidity sources to meet these needs. The Company believes that its principal short-term liquidity needs are to fund normal recurring expenses, debt service requirements and the minimum distribution required to maintain the Company's REIT qualification under the Internal Revenue Code. The Company anticipates that these needs will be met with cash flows provided by operating activities. The Company expects to meet long-term (greater than one year) liquidity requirements such as property acquisitions, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through long-term secured and unsecured indebtedness and the issuance of additional equity securities. On June 30, 1998, the Company had registered under the Securities Act of 1933, as amended (the "Securities Act"), approximately $589.2 million of common stock, preferred stock and depositary shares and $300.0 million of debt securities. As of August 5, 1998, $589.2 million of common stock, preferred stock and depositary shares and $100.0 million of debt securities remained registered under the Securities Act and were unissued. The Company may finance the development or acquisition of additional properties through borrowings under the 1997 Unsecured Acquisition Facility. At June 30, 1998, borrowings under the 1997 Unsecured Acquisition Facility bore interest at a weighted average interest rate of 6.51%. As of August 5, 1998, the Company had approximately $231.9 million available in additional borrowings under the 1997 Unsecured Acquisition Facility. Along with the Company's current strategy of meeting long-term liquidity requirements through the issuance, from time to time, of long-term secured and unsecured indebtedness and additional equity securities, the Company is actively considering joint ventures with various institutional partners and the disposition of select assets as additional financing strategies. OTHER In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement, effective for fiscal years beginning after December 15, 1997, requires the Company to report components of comprehensive income in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined by Concepts Statement No. 6, "Elements of Financial Statements" as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those 21 23 resulting from investments by owners and distributions to owners. The Company's net income available to common stockholders approximates its comprehensive income as defined in Concepts Statement No. 6, "Elements of Financial Statements". In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". This statement, effective for financial statements for fiscal years beginning after December 15, 1997, requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. The Company has not yet determined the impact of this statement on its financial statements. In March 1998, the FASB's Emerging Issues Task Force (the "Task Force") issued Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11, effective March 19, 1998, requires that internal costs of preacquisition activities incurred in connection with the acquisition of an operating property should be expensed as incurred. The Task Force concluded that a property is considered operating if, at the date of acquisition, major construction activity is substantially completed on the property and (a) it is held available for occupancy upon completion of tenant improvements by the acquirer or (b) it is already income producing. The Company adopted EITF 97-11 as of March 19, 1998. Prior to March 19, 1998, the Company capitalized internal costs of preacquisition activities incurred in connection with the acquisition of operating properties. The Company estimates that the adoption of EITF 97-11 will result in a cumulative increase of approximately $2.5 million to $3.0 million in the amount of general and administrative expense reflected in the Company's consolidated statement of operations in 1998. In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. In the second quarter of 1998, the Company reported a cumulative effect of a change in accounting principle in the amount of approximately $2.0 million to reflect the write-off of the unamortized balance of organizational costs on the Company's balance sheet. During the second quarter of 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement, effective for fiscal years beginning after June 15, 1999, establishes accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments imbedded in other contracts, be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement also requires that the changes in the derivative's fair value be recognized in earnings unless specific hedge accounting criteria are met. The Company is currently assessing the impact of this new statement on its consolidated financial position, liquidity, and results of operations. 22 24 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES On April 23, 1998, the Company issued, in a private placement, 1,112,644 shares of $.01 par value Common Stock (the "April 1998 Equity Offering") to Merrill Lynch, Pierce, Fenner & Smith Incorporated. The price per share in the April 1998 Equity Offering was $32.625, resulting in gross offering proceeds of $36.3 million. Proceeds to the Company, net of purchaser's discount and total offering expenses, were approximately $34.1 million. All of the shares issued in the April 1998 Equity Offering were issued in reliance on Section 4 (2) of the Securities Act of 1933, as amended, including Regulation D promulgated thereunder. No underwriter was used in connection with such issuance. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND FORM 8-K/A Exhibit No. Description 4.1 Supplemental Indenture No.5, dated as of July 14, 1998, between the Operating Partnership and the U.S. Bank Trust National Association, relating to the Operating Partnership's 7.60% Notes due July 15, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "L.P. Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2 * Fourth Amendment to the L.P. Agreement dated June 24, 1998 10.3 * Fifth Amendment to the L.P. Agreement dated July 16, 1998 27.1 * Financial Data Schedule for the Six Months Ended June 30, 1998 27.2 * Financial Data Schedule for the Six Months Ended June 30, 1997 (Restated) * Filed herewith. Reports on Form 8-K and Form 8-K/A: Report on Form 8-K dated April 6, 1998, filed April 20, 1998, as amended by the report on Form 8-K/A No. 1 filed June 16, 1998, relating to the acquisition of 167 properties and seven land parcels for future development. The reports include Combined Historical Statements of 23 25 Revenues and Certain Expenses for the acquired and to be acquired properties and Pro Forma Balance Sheet and Pro Forma Statements of Operations for the Company. Report on Form 8-K dated April 24, 1998, filed April 27, 1998, and the report on Form 8-K filed May 5, 1998, each relating to the Company's offering of 1,112,644 shares of common stock, par value $.01 per share. ================================================================================ The Company has prepared supplemental financial and operating information which is available without charge upon request to the Company. Please direct requests as follows: First Industrial Realty Trust, Inc. 311 S. Wacker, Suite 4000 Chicago, IL 60606 Attention: Investor Relations 24 26 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST INDUSTRIAL REALTY TRUST, INC. Date: August 13, 1998 By: /s/ Michael J. Havala ----------------------------------------- Michael J. Havala Chief Financial Officer (Principal Financial and Accounting Officer) 25 27 EXHIBIT INDEX Exhibit No. Description 4.1 Supplemental Indenture No.5, dated as of July 14, 1998, between the Operating Partnership and the U.S. Bank Trust National Association, relating to the Operating Partnership's 7.60% Notes due July 15, 2008 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) 10.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. (the "L.P. Agreement"), dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) 10.2* Fourth Amendment to the L.P. Agreement dated June 24, 1998 10.3* Fifth Amendment to the L.P. Agreement dated July 16, 1998 27.1* Financial Data Schedule for the Six Months Ended June 30, 1998 27.2* Financial Data Schedule for the Six Months Ended June 30, 1997 (Restated) * Filed herewith. 26 EX-10.2 2 FOURTH AMENDMENT TO L.P. 1 EXHIBIT 10.2 FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FIRST INDUSTRIAL, L.P. As of June 24, 1998, the undersigned, being the sole general partner of First Industrial, L.P. (the "PARTNERSHIP"), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms of that certain Sixth Amended and Restated Limited Partnership Agreement, dated March 18, 1998 (as amended by the first amendment thereto dated April 1, 1998, the second amendment thereto dated April 3, 1998 and the third amendment thereto dated April 16, 1998 (collectively, the "PARTNERSHIP AGREEMENT"), does hereby amend the Partnership Agreement as follows: Capitalized terms used but not defined in this Fourth Amendment (this "AMENDMENT") shall have the same meanings that are ascribed to them in the Partnership Agreement. 1. ADDITIONAL LIMITED PARTNERS. The Persons identified on SCHEDULE 1A hereto are hereby admitted to the Partnership as Substituted Limited Partners or Additional Limited Partners, as the case may be, owning the number of Units and having made the Capital Contributions set forth on such SCHEDULE 1A or, for such Persons as who are already Limited Partners, such Persons are issued the number of additional Units and have made the Capital Contribution set forth on SCHEDULE 1A. Such persons hereby adopt the Partnership Agreement. The undersigned acknowledges that those of the Persons identified on SCHEDULE 1A hereto that are Substituted Limited Partners have received their Partnership Interests from various Additional Limited Partners, and the undersigned hereby consents to such transfers. 2. SCHEDULE OF PARTNERS. EXHIBIT 1B to the Partnership Agreement is hereby deleted in its entirety and replaced by EXHIBIT 1B hereto which identifies the Partners following consummation of the transactions referred to in Section 1 hereof. 3. RATIFICATION. Except as expressly modified by this Amendment, all of the provisions of the Partnership Agreement are affirmed and ratified and remain in full force and effect. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE IMMEDIATELY FOLLOWS] 2 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above. FIRST INDUSTRIAL REALTY TRUST, INC., as sole general partner of the Partnership By: /s/ Michael J. Havala ---------------------------------- Name: Michael J. Havala --------------------------- Title: Chief Financial Officer --------------------------- 2 3 SCHEDULE 1A Additional Limited Partners Number of Units Capital Contribution - --------------------------- --------------- -------------------- Apollo/Pacifica Bryant, LLC 42,935 $1,326,691.50 Collins Family Trust 24,836 $767,432.40 Kelly Collins 7,979 $246,551.10 Michael Collins 7,979 $246,551.10 Timothy Gudim 15,959 $493,133.10 Edwin & Cathleen Hession 7,979 $246,551.10 Steve Leonard 1,321 $40,818.90 Pacifica Holding Company 23,119 $714,377.10 3 4 EXHIBIT 1B SCHEDULE OF PARTNERS GENERAL PARTNER NUMBER OF UNITS - --------------- --------------- First Industrial Realty Trust, Inc. 30,892,739 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Aimee Freyer Lifetime Trust dated 11/1/65 2,384 Daniel R. Andrew, TR of the Daniel R. Andrew 137,489 Trust UA Dec 29 92 Charles T. Andrews 754 Gordon E. Atkins 6,767 William J. Atkins 22,381 E. Donald Bafford 3,374 William Baloh 8,582 Edward N. Barad 2,283 UA dated April 11, 1996 Blurton 1996 598 Revocable Family Trust James Bolt 5,587 Harriett Bonn 28,804 Michael W. Brennan 7,702 Robert Brown 2,123 Henry D. Bullock & Terri D. Bullock & Shawn 1,970 Stevenson TR of the Bullock Childrens Education Trust UA Dec 20 94, FBO Benjamin Dure Bullock 4 5 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Henry D. Bullock & Terri D. Bullock & Shawn 1,970 Stevenson TR of the Bullock Childrens Education Trust UA Dec 20 94, FBO Christine Laurel Bullock Henry D. Bullock & Terri D. Bullock TR of 9,151 the Henry D. & Terri D. Bullock Trust UA Aug 28 92 Edward Burger 9,151 Calamer Inc. 1,233 Perry C. Caplan 1,388 Irwin Carasso 17,192 Carol P. Freyer Lifetime Trust dated 11/1/72 2,384 The Carthage Partners LLC 34,939 Cliffwood Development Company 64,823 Collins Family Trust dated 5/6/69 137,833 Kelly Collins 11,124 Michael Collins 17,377 Charles S. Cook and Shelby H. Cook, tenants 634 in the entirety Caroline Atkins Coutret 7,327 David Cleborne Crow 5,159 Gretchen Smith Crow 2,602 Michael G. Damone, TR of the Michael G. 144,296 Damone Trust UA Nov 4 69 Myrna R. Debilak 5,447 5 6 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Robert L. Denton 6,286 C G Property Development 27,975 Greg and Christina Downs, joint tenants 474 Gregory Downs 48 Draizin Family Partnership, LP 357,896 Joseph S. Dresner 149,531 Ethel Road Associates 29,511 Fitz & Smith Partnership 3,410 Fourbur Family Co., L.P. 620,273 Gamma Three Associates Limited Partnership 3,338 Dennis G. Goodwin and Jeannie L. Goodwin, 6,166 tenants in the entirety Clay Hamlin & Lynn Hamlin, joint tenants 15,159 with rights of survivorship Henry E. Dietz Trust UA Jan 16 81 36,476 Highland Associates Limited Partnership 69,039 Robert W. Holman Jr. 150,146 Holman/Shidler Investment Corporation 22,079 Steven B. Hoyt 175,000 Internal Investment Company 3,016 Frederick K. Ito 3,880 The Jack Friedman Revocable Living Trust UA 26,005 March 23, 1978 Jayeff Associates Limited Partnership 16,249 6 7 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Michael W. Jenkins 3,917 Jernie Holdings Corp. 180,499 John E. De B Blockey Trust 8,293 Thomas J. Johnson, Jr. and Sandra L. 2,142 Johnson, tenants in the entirety Nourhan Kailian 2,183 Peter Kepic 9,261 Lambert Investment Corporation 13,606 Paul T. Lambert 39,749 Constance Lazarus 417,961 Jerome Lazarus 18,653 LGR Investment Fund Ltd 22,556 Malcolm Properties, L.L.C. 25,342 Princeton South at Lawrenceville LLC 4,692 Shidler Equities LP 254,541 Duane Lund 617 R. Craig Martin 754 J. Stanley Mattison 12 Menlo Park Presbyterian Church 230 Eileen Millar 2,922 Linda Miller 2,000 The Milton Dresner Revocable Trust UA 149,531 October 22, 1976 Montrose Kennedy Associates 4,874 7 8 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Peter Murphy 56,184 Anthony Muscatello 81,654 Joseph Musti 1,508 Dean A. Nachtigall 10,076 New Land Associates Limited Partnership 1,664 North Star Associates Limited Partnership 19,333 Arden O'Connor 13,845 Peter O'Connor 66,181 Princeton South at Lawrenceville One 4,426 Eduardo Paneque 2,000 Partridge Road Associates Limited Partnership 2,751 R.C.P. Associates, a New Jersey limited 3,060 partnership Jack F. Ream 1,071 Glenn C. Rexroth and Linda A. Rexroth, as 2,142 tenants in the entirety James C. Reynolds 40,154 Andre G. Richard 1,508 RJB Ford City Limited Partnership 158,438 RJB II Limited Partnership 40,788 Edward C. Roberts and Rebecca S. Roberts, 8,308 tenants in the entirety W.F.O. Rosenmiller 634 8 9 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Edward Jon Sarama 634 Shadeland Associates Limited Partnership 42,976 Shadeland Corporation 4,442 Jay H. Shidler 66,984 Jay H. Shidler and Wallette A. Shidler, 1,223 tenants in the entirety Michael B. Slade 2,829 David W. Smith, and Doris L. Smith, tenants 754 in the entirety Gary L. Smith and Joyce A. Smith, tenants in 1,508 the entirety Kevin Smith 13,571 South Broad Company 72,421 South Gold Company 82,433 SRS Partnership 2,142 UA Dated May 21, 1996 FBO Robert Stein 56,778 S. Larry Stein 56,778 Jonathan Stott 80,026 Suburban Roseland Associates, a Limited 3,002 Partnership Thelma C. Gretzinger Trust 450 Thomas K. Barad & Jill E. Barad, Co-Trustees 2,283 of the Thomas K. Barad & Jill E. Barad Trust Dated 10-18-89 9 10 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Michael T. Tomasz 25,847 Barry L. Tracey 2,142 Van Brunt Associates 39,370 Worlds Fair Associates 6,134 Worlds Fair III Associates 14,094 The Worlds Fair Office Associates 3,343 Worlds Fair Partners Limited Partnership 1,664 The Worlds Fair V Associates 3,340 The Worlds Fair 25 Associates 13,677 Brothers Partnership 1,748 BSDK Enterprises 3,596 Estate of Albert Sklar 3,912 Rand H. Falbaum 17,022 William M. Fausone 16,480 Elizabeth Fitzpatrick 3,800 Fred Trust dated 6/16/77 653 Carol P. Freyer 12,173 Lee Karen Freyer 10,665 Aimee Freyer-Valls 12,173 David Fried 1,326 Ester Fried 3,177 Douglas Frye 2,216 10 11 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- J. Peter Gaffney 727 Gerlach Family Trust dated 6/28/85 874 Patricia O. Godchaux 9,387 Timothy Gudim 27,797 Timothy & Melissa Gudim, joint tenants 3,285 H/Airport GP Inc. 1,433 Vivian Hack 22,522 Martha J. Harbinson 3,329 Turner Harshaw 1,132 Cathleen Hession 3,137 Howard Trust dated 4/30/79 653 John A. and Gloria H. Sage Family Trust UDT 15,864 dated 6/7/94 L. Chris Johnson 3,196 Johnson Living Trust dated 2/18/83 1,078 Charles Mark Jordan 57 JPG Investment 919 David R. Kahnweiler 5,436 Thomas Kendall 546 Kirshner Family Trust #1 dated 4/8/76 29,558 Kirshner Trust #4 FBO Todd Kirshner 20,258 Kolpack MD Pension 994 Chester A. Latcham 2,493 11 12 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Lee Karen Freyer Lifetime Trust dated 11/1/65 2,384 Georgia Leonard 664 Robert Leonard III 5,856 Steve Leonard 37,646 Leslie A. Rubin LTD 3,577 CLMM LLC 3,825 PAC-II LLC 17,356 Sealy Professional Drive LLC 2,906 Sealy Unitholder LLC 31,552 SPM Industrial LLC 5,262 Reyem Partners LP 8,489 Henry E. Mawicke 636 Richard McClintock 623 McElroy Management Inc. 5,478 MCS Properties, Inc. 5,958 Lila Atkins Mulkey 7,327 James Muslow, Jr. 4,911 Adel Nassif 4,910 Kris Nielsen 28 Catherine A. O'Brien 832 Martha E. O'Brien 832 Steve Ohren 31,828 12 13 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Pacifica Holding Company 97,893 Sybil T. Patten 1,816 Betty S. Phillips 3,912 Jeffrey Pion 2,879 Pipkin Family Trust dated 10/6/89 3,140 Robert J. Powers 37,674 Manor Properties 143,408 Elizabeth Hutton Hagen Fitzpatrick IRA dated 607 9/1/91 Robert S. Hood Living Trust dated 1/9/90 & 3,591 Amended 12/16/96 James Sage 2,156 Kathleen Sage 3,350 Wilton Wade Sample 5,449 Sealy & Company, Inc. 37,119 Sealy Florida, Inc. 675 Mark P. Sealy 8,451 Sealy Real Estate Services, Inc. 148,478 Scott P. Sealy 40,902 Marilyn Rangel IRA dated 2/5/86 969 Siskel Family Partnership 11,359 Siskel Revocable Trust 1987 dated 4/17/1987 10,087 Suzanne Siskel 3,802 13 14 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Steve Smith 386 Sterling Alsip trust dated August 1, 1989 794 Sterling Family Trust dated 3/27/80 3,559 Donald C. Thompson 38,524 TUT Investments I LLC 5,274 William S. Tyrrell 2,906 Van Gilder Family Partnership 2,262 Virginia B. and Norton Sharpe Living trust 12,055 UDT dated 4/26/96 Steve Walbridge 338 Richard Walker, Jr. 963 Charles Kendall Jr. Rollover IRA dated 656 1/21/93 William B. Wiener, Jr. 41,119 Patricia Wiener-Shifke 12,944 William J. Mallen Trust dated 4/29/94 8,016 Fred Wilson 35,787 World's Fair Thirty 1,442 Wolsum, Inc. 2,427 Johannson Yap 1,680 Gerald & Sharon Zuckerman 615 Stephen Mann 15,017 Stanley Gruber 30,032 Seymour Israel 15,016 14 15 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- J. O'Neil Duffy, Sr. 513 James O. Duffy, Jr. 513 Garrett E. Sheehan 513 Sam Shamie Trust Agreement dated March 16, 337,753 1978, as restated on November 16, 1993 Richard H. Zimmerman Living Trust dated 47,174 October 15, 1990, as amended Keith J. Pomeroy Revocable Trust Agreement, 128,783 dated December 13, 1976, as amended and restated on June 28, 1995 Enid Braden Trust of June 28, 1995 18,464 Sam L. Yaker Revocable Trust Agreement dated 30,285 February 14, 1984 Armenag Kalaydjian Revocable Trust Agreement 21,655 dated February 28, 1984 RBZ LLC 124 KEP LLC 78,873 ESAA Associates Limited Partnership 19,367 Paul F. Obrecht, Jr. 5,289 Richard F. Obrecht 5,289 Thomas F. Obrecht 5,289 George F. Obrecht 5,289 Joan R. Kreiger Revocable Trust 15,184 William L. Kreiger, Jr. 3,374 15 16 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Elmer H. Wingate 1,688 Apollo/Pacifica Bryant LLC 42,977 Edwin and Cathleen Hession 7,987 16 EX-10.3 3 FIFTH AMENDMENT TO L.P. 1 EXHIBIT 10.3 FIFTH AMENDMENT TO SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FIRST INDUSTRIAL, L.P. As of July 16, 1998, the undersigned, being the sole general partner of First Industrial, L.P. (the "PARTNERSHIP"), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms of that certain Sixth Amended and Restated Limited Partnership Agreement, dated March 18, 1998 (as amended by the first amendment thereto dated April 1, 1998 and the second amendment thereto dated April 3, 1998, the third amendment thereto dated April 16, 1998, and the fourth amendment thereto dated May 20, 1998) (collectively, the "PARTNERSHIP AGREEMENT"), does hereby amend the Partnership Agreement as follows: Capitalized terms used but not defined in this Fifth Amendment (this "AMENDMENT") shall have the same meanings that are ascribed to them in the Partnership Agreement. 1. ADDITIONAL LIMITED PARTNERS. The Persons identified on SCHEDULE 1A hereto are hereby admitted to the Partnership as Substituted Limited Partners or Additional Limited Partners, as the case may be, owning the number of Units and having made the Capital Contributions set forth on such SCHEDULE 1A. Such persons hereby adopt the Partnership Agreement. The undersigned acknowledges that those of the Persons identified on SCHEDULE 1A hereto that are Substituted Limited Partners have received their Partnership Interests from various Additional Limited Partners, and the undersigned hereby consents to such transfers. 2. SCHEDULE OF PARTNERS. EXHIBIT 1B to the Partnership Agreement is hereby deleted in its entirety and replaced by EXHIBIT 1B hereto which identifies the Partners following consummation of the transactions referred to in Section 1 hereof. 3. PROTECTED AMOUNTS. In connection with the transactions consummated pursuant to that certain Contribution Agreement dated as of December 9, 1997, by and between FR and Thompson Kirk Properties, Inc., a Florida corporation, TRAC Design Builders, Inc., a Florida corporation, Thompson Center I, Ltd., a Florida limited partnership, TR Developers, Ltd., a Florida limited partnership, Thompson and Rubin Limited, a Florida limited partnership, TRA Limited, a Florida limited partnership, Thompson Center II Joint Venture, a Florida general partnership, Thompson Center Adamo Limited Partnership, a Florida limited partnership, Thompson-Rubin Sunventure, Ltd., a Florida limited partnership, TK-SV, TK Properties, a Florida general partnership, the Principal, D.C. Thompson, Ltd., a Florida limited partnership f/k/a Thompson Rubin Associates, a Florida general partnership, and various additional individuals and entities; as amended by that certain First Amendment to Contribution Agreement (as amended, the "CONTRIBUTION AGREEMENT"); and certain Protected Amounts are being established for the Additional Limited Partners admitted pursuant to this Amendment, which Protected Amounts are reflected on EXHIBIT 1D attached hereto and shall be incorporated as part of EXHIBIT 1D of the Partnership Agreement. 4. RATIFICATION. Except as expressly modified by this Amendment, all of the provisions of the Partnership Agreement are affirmed and ratified and remain in full force and effect. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE IMMEDIATELY FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above. FIRST INDUSTRIAL REALTY TRUST, INC., as sole general partner of the Partnership By: /s/ Gary H. Heigl --------------------------------------- Name: Gary H. Heigl -------------------------------- Title: Sr. V.P. Capital Markets ------------------------------- 2 SCHEDULE 1A Additional Limited Partners Number of Units Capital Contribution - --------------------------- --------------- -------------------- Donald C. Thompson 719 $22,411.23 Leslie A. Rubin 471 $14,681.07 2 3 EXHIBIT 1D PROTECTED AMOUNTS Protected Amount ---------------- 1. Donald C. Thompson $422,800 2. Leslie A. Rubin $277,200 3 4 EXHIBIT 1B SCHEDULE OF PARTNERS GENERAL PARTNER NUMBER OF UNITS - --------------- --------------- First Industrial Realty Trust, Inc. 30,892,739 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Aimee Freyer Lifetime Trust dated 2,384 11/1/65 Daniel R. Andrew, TR of the Daniel 137,489 R. Andrew Trust UA Dec 29 92 Charles T. Andrews 754 Gordon E. Atkins 6,767 William J. Atkins 22,381 E. Donald Bafford 3,374 William Baloh 8,582 Edward N. Barad 2,283 UA dated April 11, 1996 Blurton 1996 598 Revocable Family Trust James Bolt 5,587 Harriett Bonn 28,804 Michael W. Brennan 7,702 Robert Brown 2,123 Henry D. Bullock & Terri D. Bullock 1,970 & Shawn Stevenson TR of the Bullock Childrens Education Trust UA Dec 20 94, FBO Benjamin Dure Bullock 4 5 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Henry D. Bullock & Terri D. Bullock 1,970 & Shawn Stevenson TR of the Bullock Childrens Education Trust UA Dec 20 94, FBO Christine Laurel Bullock Henry D. Bullock & Terri D. Bullock 9,151 TR of the Henry D. & Terri D. Bullock Trust UA Aug 28 92 Edward Burger 9,151 Calamer Inc. 1,233 Perry C. Caplan 1,388 Irwin Carasso 17,192 Carol P. Freyer Lifetime Trust dated 2,384 11/1/72 The Carthage Partners LLC 34,939 Cliffwood Development Company 64,823 Collins Family Trust dated 5/6/69 137,833 Kelly Collins 11,124 Michael Collins 17,377 Charles S. Cook and Shelby H. Cook, 634 tenants in the entirety Caroline Atkins Coutret 7,327 David Cleborne Crow 5,159 Gretchen Smith Crow 2,602 Michael G. Damone, TR of the Michael 144,296 G. Damone Trust UA Nov 4 69 Myrna R. Debilak 5,447 Robert L. Denton 6,286 5 6 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- C G Property Development 27,975 Greg and Christina Downs, joint 474 tenants Gregory Downs 48 Draizin Family Partnership, LP 357,896 Joseph S. Dresner 149,531 Ethel Road Associates 29,511 Fitz & Smith Partnership 3,410 Fourbur Family Co., L.P. 620,273 Gamma Three Associates Limited 3,338 Partnership Dennis G. Goodwin and Jeannie L. 6,166 Goodwin, tenants in the entirety Clay Hamlin & Lynn Hamlin, joint 15,159 tenants with rights of survivorship Henry E. Dietz Trust UA Jan 16 81 36,476 Highland Associates Limited 69,039 Partnership Robert W. Holman Jr. 150,146 Holman/Shidler Investment Corporation 22,079 Steven B. Hoyt 175,000 Internal Investment Company 3,016 Frederick K. Ito 3,880 The Jack Friedman Revocable Living 26,005 Trust UA March 23, 1978 Jayeff Associates Limited Partnership 16,249 Michael W. Jenkins 3,917 6 7 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Jernie Holdings Corp. 180,499 John E. De B Blockey Trust 8,293 Thomas J. Johnson, Jr. and Sandra L. 2,142 Johnson, tenants in the entirety Nourhan Kailian 2,183 Peter Kepic 9,261 Lambert Investment Corporation 13,606 Paul T. Lambert 39,749 Constance Lazarus 417,961 Jerome Lazarus 18,653 LGR Investment Fund Ltd 22,556 Malcolm Properties, L.L.C. 25,342 Princeton South at Lawrenceville LLC 4,692 Shidler Equities LP 254,541 Duane Lund 617 R. Craig Martin 754 J. Stanley Mattison 12 Menlo Park Presbyterian Church 230 Eileen Millar 2,922 Linda Miller 2,000 The Milton Dresner Revocable Trust 149,531 UA October 22, 1976 Montrose Kennedy Associates 4,874 Peter Murphy 56,184 7 8 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Anthony Muscatello 81,654 Joseph Musti 1,508 Dean A. Nachtigall 10,076 New Land Associates Limited 1,664 Partnership North Star Associates Limited 19,333 Partnership Arden O'Connor 13,845 Peter O'Connor 66,181 Princeton South at Lawrenceville One 4,426 Eduardo Paneque 2,000 Partridge Road Associates Limited 2,751 Partnership R.C.P. Associates, a New Jersey 3,060 limited partnership Jack F. Ream 1,071 Glenn C. Rexroth and Linda A. 2,142 Rexroth, as tenants in the entirety James C. Reynolds 40,154 Andre G. Richard 1,508 RJB Ford City Limited Partnership 158,438 RJB II Limited Partnership 40,788 Edward C. Roberts and Rebecca S. 8,308 Roberts, tenants in the entirety W.F.O. Rosenmiller 634 Edward Jon Sarama 634 8 9 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Shadeland Associates Limited 42,976 Partnership Shadeland Corporation 4,442 Jay H. Shidler 66,984 Jay H. Shidler and Wallette A. 1,223 Shidler, tenants in the entirety Michael B. Slade 2,829 David W. Smith, and Doris L. Smith, 754 tenants in the entirety Gary L. Smith and Joyce A. Smith, 1,508 tenants in the entirety Kevin Smith 13,571 South Broad Company 72,421 South Gold Company 82,433 SRS Partnership 2,142 UA Dated May 21, 1996 FBO Robert 56,778 Stein S. Larry Stein 56,778 Jonathan Stott 80,026 Suburban Roseland Associates, a 3,002 Limited Partnership Thelma C. Gretzinger Trust 450 Thomas K. Barad & Jill E. Barad, 2,283 Co-Trustees of the Thomas K. Barad & Jill E. Barad Trust Dated 10-18-89 Michael T. Tomasz 25,847 Barry L. Tracey 2,142 9 10 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Van Brunt Associates 39,370 Worlds Fair Associates 6,134 Worlds Fair III Associates 14,094 The Worlds Fair Office Associates 3,343 Worlds Fair Partners Limited 1,664 Partnership The Worlds Fair V Associates 3,340 The Worlds Fair 25 Associates 13,677 Brothers Partnership 1,748 BSDK Enterprises 3,596 Estate of Albert Sklar 3,912 Rand H. Falbaum 17,022 William M. Fausone 16,480 Elizabeth Fitzpatrick 3,800 Fred Trust dated 6/16/77 653 Carol P. Freyer 12,173 Lee Karen Freyer 10,665 Aimee Freyer-Valls 12,173 David Fried 1,326 Ester Fried 3,177 Douglas Frye 2,216 J. Peter Gaffney 727 Gerlach Family Trust dated 6/28/85 874 Patricia O. Godchaux 9,387 10 11 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Timothy Gudim 27,797 Timothy & Melissa Gudim, joint 3,285 tenants H/Airport GP Inc. 1,433 Vivian Hack 22,522 Martha J. Harbinson 3,329 Turner Harshaw 1,132 Cathleen Hession 3,137 Howard Trust dated 4/30/79 653 John A. and Gloria H. Sage Family 15,864 Trust UDT dated 6/7/94 L. Chris Johnson 3,196 Johnson Living Trust dated 2/18/83 1,078 Charles Mark Jordan 57 JPG Investment 919 David R. Kahnweiler 5,436 Thomas Kendall 546 Kirshner Family Trust #1 dated 4/8/76 29,558 Kirshner Trust #4 FBO Todd Kirshner 20,258 Kolpack MD Pension 994 Chester A. Latcham 2,493 Lee Karen Freyer Lifetime Trust 2,384 dated 11/1/65 Georgia Leonard 664 Robert Leonard III 5,856 11 12 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Steve Leonard 37,646 Leslie A. Rubin LTD 3,577 CLMM LLC 3,825 PAC-II LLC 17,356 Sealy Professional Drive LLC 2,906 Sealy Unitholder LLC 31,552 SPM Industrial LLC 5,262 Reyem Partners LP 8,489 Henry E. Mawicke 636 Richard McClintock 623 McElroy Management Inc. 5,478 MCS Properties, Inc. 5,958 Lila Atkins Mulkey 7,327 James Muslow, Jr. 4,911 Adel Nassif 4,910 Kris Nielsen 28 Catherine A. O'Brien 832 Martha E. O'Brien 832 Steve Ohren 31,828 Pacifica Holding Company 97,893 Sybil T. Patten 1,816 Betty S. Phillips 3,912 Jeffrey Pion 2,879 12 13 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Pipkin Family Trust dated 10/6/89 3,140 Robert J. Powers 37,674 Manor Properties 143,408 Elizabeth Hutton Hagen Fitzpatrick 607 IRA dated 9/1/91 Robert S. Hood Living Trust dated 3,591 1/9/90 & Amended 12/16/96 James Sage 2,156 Kathleen Sage 3,350 Wilton Wade Sample 5,449 Sealy & Company, Inc. 37,119 Sealy Florida, Inc. 675 Mark P. Sealy 8,451 Sealy Real Estate Services, Inc. 148,478 Scott P. Sealy 40,902 Marilyn Rangel IRA dated 2/5/86 969 Siskel Family Partnership 11,359 Siskel Revocable Trust 1987 dated 10,087 4/17/1987 Suzanne Siskel 3,802 Steve Smith 386 Sterling Alsip trust dated August 1, 794 1989 Sterling Family Trust dated 3/27/80 3,559 Donald C. Thompson 39,243 13 14 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- TUT Investments I LLC 5,274 William S. Tyrrell 2,906 Van Gilder Family Partnership 2,262 Virginia B. and Norton Sharpe Living 12,055 trust UDT dated 4/26/96 Steve Walbridge 338 Richard Walker, Jr. 963 Charles Kendall Jr. Rollover IRA 656 dated 1/21/93 William B. Wiener, Jr. 41,119 Patricia Wiener-Shifke 12,944 William J. Mallen Trust dated 4/29/94 8,016 Fred Wilson 35,787 World's Fair Thirty 1,442 Wolsum, Inc. 2,427 Johannson Yap 1,680 Gerald & Sharon Zuckerman 615 Stephen Mann 15,017 Stanley Gruber 30,032 Seymour Israel 15,016 J. O'Neil Duffy, Sr. 513 James O. Duffy, Jr. 513 Garrett E. Sheehan 513 14 15 LIMITED PARTNERS NUMBER OF UNITS - ---------------- --------------- Sam Shamie Trust Agreement dated 337,753 March 16, 1978, as restated on November 16, 1993 Richard H. Zimmerman Living Trust 47,174 dated October 15, 1990, as amended Keith J. Pomeroy Revocable Trust 128,783 Agreement, dated December 13, 1976, as amended and restated on June 28, 1995 Enid Braden Trust of June 28, 1995 18,464 Sam L. Yaker Revocable Trust 30,285 Agreement dated February 14, 1984 Armenag Kalaydjian Revocable Trust 21,655 Agreement dated February 28, 1984 RBZ LLC 124 KEP LLC 78,873 ESAA Associates Limited Partnership 19,367 Paul F. Obrecht, Jr. 5,289 Richard F. Obrecht 5,289 Thomas F. Obrecht 5,289 George F. Obrecht 5,289 Joan R. Kreiger Revocable Trust 15,184 William L. Kreiger, Jr. 3,374 Elmer H. Wingate 1,688 Apollo/Pacifica Bryant LLC 42,977 Edwin and Cathleen Hession 7,987 Leslie A. Rubin 471 15 EX-27.1 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIRST INDUSTRIAL REALTY TRUST, INC. FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 1 13,139 0 10,856 (1,750) 0 22,245 2,464,590 (146,464) 2,423,859 68,736 1,081,670 0 18 378 1,077,156 2,423,859 0 163,519 0 (47,199) 37,028 0 (32,013) 44,812 0 44,812 0 0 (1,976) 42,836 .77 .77
EX-27.2 5 FINANCIAL DATA SCHEDULE RESTATED
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIRST INDUSTRIAL REALTY TRUST, INC. FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1 12,459 304,204 7,673 (750) 0 19,382 1,308,750 (103,547) 1,620,117 52,938 500,219 0 17 301 665,980 1,620,117 0 98,791 0 (27,407) (21,782) 0 (21,321) 31,760 0 31,760 0 (12,563) 0 19,197 .53 .52
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