<PAGE> 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, 1997
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
__________________
Commission File Number 33-97014-01
FIRST INDUSTRIAL SECURITIES, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4036965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices)
(312) 344-4300
(Registrant's telephone number, including area code)
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 .
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FIRST INDUSTRIAL SECURITIES, L.P.
FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1997
INDEX
PART I: FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets of First Industrial Securities, L.P. as of June 30,
1997 and December 31, 1996.......................................... 2
Statements of Operations of First Industrial Securities, L.P. for
the Six Months Ended June 30, 1997 and June 30, 1996................ 3
Statements of Operations of First Industrial Securities, L.P. for
the Three Months Ended June 30, 1997 and June 30, 1996.............. 4
Statements of Cash Flows of First Industrial Securities, L.P. for
the Six Months Ended June 30, 1997 and June 30, 1996................ 5
Notes to Financial Statements....................................... 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8-9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings........................................ 10
Item 2. Changes in Securities.................................... 10
Item 3. Defaults Upon Senior Securities.......................... 10
Item 4. Submission of Matters to a Vote of Security Holders...... 10
Item 5. Other Information........................................ 10
Item 6. Exhibits and Reports on Form 8-K......................... 10
SIGNATURE................................................................ 11
EXHIBIT INDEX............................................................ 12
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
ASSETS --------- ------------
<S> <C> <C>
Assets:
Investment in Real Estate:
Land.............................................. $ 11,626 $ 11,626
Buildings and Improvements........................ 64,959 64,629
Less: Accumulated Depreciation................... (4,518) (3,673)
--------- ------------
Net Investment in Real Estate................. 72,067 72,582
Cash and Cash Equivalents.......................... 1,758 1,428
Restricted Cash.................................... 411 411
Tenant Accounts Receivable, Net.................... 462 568
Deferred Rent Receivable........................... 933 717
Prepaid Expenses and Other Assets, Net............. 493 631
--------- ------------
Total Assets.................................. $ 76,124 $ 76,337
========= ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses.............. 999 858
Rents Received in Advance and Security Deposits.... 555 582
--------- ------------
Total Liabilities............................. 1,554 1,440
--------- ------------
Commitments and Contingencies....................... --- ---
Partners' Capital:
General Partner and Preferred Limited Partner...... 41,250 41,254
Limited Partner.................................... 33,320 33,643
--------- ------------
Total Partners' Capital....................... 74,570 74,897
--------- ------------
Total Liabilities and Partners' Capital....... $ 76,124 $ 76,337
========= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Revenues:
Rental Income............................. $ 4,166 $ 4,396
Tenant Recoveries and Other Income........ 1,390 1,351
------------- -------------
Total Revenues....................... 5,556 5,747
------------- -------------
Expenses:
Real Estate Taxes......................... 1,122 938
Repairs and Maintenance................... 270 220
Property Management....................... 179 165
Utilities................................. 99 55
Insurance................................. 18 49
Other..................................... 45 28
Depreciation and Amortization............. 890 878
------------- -------------
Total Expenses....................... 2,623 2,333
------------- -------------
Net Income................................ $ 2,933 $ 3,414
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Revenues:
Rental Income............................. $ 2,008 $ 2,308
Tenant Recoveries and Other Income........ 669 697
------------- -------------
Total Revenues....................... 2,677 3,005
------------- -------------
Expenses:
Real Estate Taxes......................... 550 516
Repairs and Maintenance................... 96 101
Property Management....................... 93 78
Utilities................................. 45 31
Insurance................................. 8 27
Other..................................... 37 22
Depreciation and Amortization............. 443 439
------------- -------------
Total Expenses....................... 1,272 1,214
------------- -------------
Net Income................................. $ 1,405 $ 1,791
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................. $ 2,933 $ 3,414
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization............................. 890 878
Decrease in Tenant Accounts Receivable.................... 106 2
Increase in Deferred Rent Receivable and Prepaid
Expenses and Other Assets............................... (123) (172)
Increase in Restricted Cash............................... --- (4)
Increase (Decrease) in Total Liabilities................. 114 (61)
------------- --------------
Net Cash Provided by Operating Activities............. 3,920 4,057
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate..... (330) (717)
------------- --------------
Net Cash Used in Investing Activities................. (330) (717)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions.............................................. (3,260) (2,667)
------------- --------------
Net Cash Used In Financing Activities................. (3,260) (2,667)
------------- --------------
Net Increase in Cash and Cash Equivalents................... 330 673
Cash and Cash Equivalents, Beginning of Period.............. 1,428 1,112
------------- --------------
Cash and Cash Equivalents, End of Period.................... $ 1,758 $ 1,785
============= ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION
First Industrial Securities, L.P. (the "Company") is a Delaware limited
partnership formed on August 14, 1995, the 1% general partner of which is First
Industrial Securities Corporation ("Securities Corporation"), a wholly owned
subsidiary of First Industrial Realty Trust, Inc. ("FI"), and the 99% limited
partner of which is First Industrial, L.P. ("the "Operating Partnership"), of
which FI is the sole general partner. Securities Corporation also owns a
preferred limited partnership interest in the Company.
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 1996 Form 10-K. These interim
financial statements should be read in conjunction with the December 31, 1996
audited financial statements and notes thereto included in the Company's 1996
Form 10-K. The following notes to these interim financial statements
highlights changes to the notes included in the December 31, 1996 audited
financial statements included in the Company's 1996 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 as of June
30, 1997 and December 31, 1996, and reported amounts of revenues and expenses
for the six months and three months ended June 30, 1997 and 1996. Actual
results could differ from these estimates.
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary to present fairly the financial position of the
Company as of June 30, 1997 and the results of operations for the six months
and three months ended June 30, 1997 and 1996 and the cash flows for the six
months ended June 30, 1997 and 1996 have been included.
The Company evaluates and, if applicable, provides for an allowance for
doubtful accounts against the portion of tenant accounts receivable which is
estimated to be uncollectible. Tenant accounts receivable in the balance
sheets are shown net of an allowance for doubtful accounts of $50 as of June
30, 1997 and December 31, 1996.
3. RELATED PARTY TRANSACTIONS
The 19 properties owned by the Company are managed by the Operating
Partnership. Management fees incurred are based on 3.25% of gross receipts.
Such fees totaled $179 and $165 for the six months ended June 30, 1997 and
1996, respectively. At June 30, 1997 and December 31, 1996, $0 and $42 of
accrued management fees were due to the Operating Partnership, respectively.
4. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in legal actions
arising from the ownership of its properties. 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 financial position,
operations or liquidity of the Company.
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5. PARTNERS' CAPITAL
On March 27, 1997, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the aggregate amount of $1,300.
On March 31, 1997, the Company distributed $980 to Securities Corporation
in respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid a preferred stock dividend of $980 to FI, in each
case, the amount equal to the aggregate dividend payable on FI's Series A
Preferred Stock.
On June 30, 1997, the Company distributed $980 to Securities Corporation
in respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid a preferred stock dividend of $980 to FI, in each
case, the amount equal to the aggregate dividend payable on FI's Series A
Preferred Stock.
6. SUBSEQUENT EVENTS
On July 18, 1997, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the aggregate amount of $1,000.
7
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FIRST INDUSTRIAL SECURITIES, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of First Industrial Securities,
L.P.'s (the "Company") financial condition and the 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, 1997 and 1996, the Company owned 19 properties with
approximately 2.2 million square feet.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30, 1996
Total revenues decreased by $.2 million, or 3.3%, due primarily to a
slight decrease in occupancy.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $.3 million, or 19.1%. This increase is due primarily to
additional snow removal expenses incurred in the Minneapolis and Harrisburg
metropolitan areas, and an increase in repair and maintenance expense and real
estate taxes in the majority of the Company's geographical markets.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 TO THREE MONTHS ENDED JUNE 30,
1996
Total revenues decreased by $.3 million, or 10.9%, due primarily to a
slight decrease in occupancy.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by $.1 million, or 7.0%. This increase is due primarily to an
increase in real estate taxes in the majority of the Company's geographical
markets.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $3.9 million for the six
months ended June 30, 1997 compared to $4.1 million for the six months ended
June 30, 1996. The decrease is primarily due to the operations of the
properties as discussed in the results of operations above.
Net cash used in investing activities was $.3 million for the six months
ended June 30, 1997 compared to $ .7 million for the six months ended June 30,
1996. The majority of the cash used in investing activities was for capital
improvements of the Company's properties.
Net cash used in financing activities for the six months ended June 30,
1997 consisted of preferred limited partner distributions of $2.0 million and a
general and limited partner distribution of $1.3 million. Net cash used in
financing activities for the six months ended June 30, 1996 consisted of
preferred limited partner distributions of $2.0 million and a general limited
partner distribution of $.7 million.
The Company has considered its short-term (less than one year) liquidity
requirements and the adequacy of its estimated cash flows from operations. The
Company believes that its liquidity needs are to fund normal recurring
expenses, and pay the preferred limited partnership distribution and other
partnership distributions. The Company anticipates that these needs will be
met with cash flows provided by operating activities.
8
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The Company expects to fund its long-term (greater than one year)
liquidity requirements for non-recurring capital improvements with its cash
flows from operations and in part with a deferred maintenance escrow
established in connection with the issuance of First Industrial Realty Trust,
Inc.'s Series A Preferred Stock which is included in restricted cash on the
balance sheet.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended June 30,
1997.
10
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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 SECURITIES, L.P.,
BY: FIRST INDUSTRIAL SECURITIES CORPORATION,
ITS SOLE GENERAL PARTNER
Date: August 12, 1997 By: /s/ Michael J. Havala
-------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
EX-27 Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL SECURITIES, L.P. FOR THE SIX MONTHS
ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,758
<SECURITIES> 0
<RECEIVABLES> 512
<ALLOWANCES> (50)
<INVENTORY> 0
<CURRENT-ASSETS> 2,220
<PP&E> 76,585
<DEPRECIATION> (4,518)
<TOTAL-ASSETS> 76,124
<CURRENT-LIABILITIES> 999
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 74,570
<TOTAL-LIABILITY-AND-EQUITY> 76,124
<SALES> 0
<TOTAL-REVENUES> 5,556
<CGS> 0
<TOTAL-COSTS> (1,733)
<OTHER-EXPENSES> (890)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,933
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,933
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,933
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
