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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 MARCH 31, 1998
( ) 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 (or for such shorter period that the
registrant was required to file such reports), 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 MARCH 31, 1998
INDEX
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PART I: FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Balance Sheets of First Industrial Securities, L.P. as of
March 31, 1998 and December 31, 1997.................................... 2
Statements of Operations of First Industrial Securities, L.P.
for the Three Months Ended March 31, 1998 and March 31, 1997............ 3
Statements of Cash Flows of First Industrial Securities, L.P.
for the Three Months Ended March 31, 1998 and March 31, 1997........... 4
Notes to Financial Statements........................................... 5-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 7-8
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 9
Item 2. Changes in Securities.......................................... 9
Item 3. Defaults Upon Senior Securities................................ 9
Item 4. Submission of Matters to a Vote of Security Holders............ 9
Item 5. Other Information.............................................. 9
Item 6. Exhibits and Reports on Form 8-K............................... 9
SIGNATURE.................................................................. 10
EXHIBIT INDEX.............................................................. 11
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
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ASSETS
Assets:
Investment in Real Estate:
Land.................................................. $ 11,626 $ 11,626
Buildings and Improvements............................ 68,096 65,767
Construction in Progress.............................. --- 2,098
Less: Accumulated Depreciation....................... (5,817) (5,385)
-------- --------
Net Investment in Real Estate...................... 73,905 74,106
Cash and Cash Equivalents.............................. 958 458
Restricted Cash........................................ 411 411
Tenant Accounts Receivable, Net........................ 88 99
Deferred Rent Receivable............................... 1,169 1,102
Prepaid Expenses and Other Assets, Net................. 660 646
-------- --------
Total Assets....................................... $ 77,191 $ 76,822
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses.................. 691 1,053
Rents Received in Advance and Security Deposits........ 401 468
-------- --------
Total Liabilities.................................. 1,092 1,521
-------- --------
Commitments and Contingencies........................... --- ---
Partners' Capital:
General Partner and Preferred Limited Partner.......... 41,266 41,258
Limited Partner........................................ 34,833 34,043
-------- --------
Total Partners' Capital............................ 76,099 75,301
-------- --------
Total Liabilities and Partners' Capital............ $ 77,191 $ 76,822
======== ========
</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
March 31, 1998 March 31, 1997
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Revenues:
Rental Income............................................... $ 2,363 $ 2,158
Tenant Recoveries and Other Income.......................... 667 721
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Total Revenues.......................................... 3,030 2,879
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Expenses:
Real Estate Taxes........................................... 558 572
Repairs and Maintenance..................................... 87 174
Property Management......................................... 95 86
Utilities................................................... 33 54
Insurance................................................... 8 10
Other....................................................... 9 8
Depreciation and Amortization............................... 462 447
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Total Expenses.......................................... 1,252 1,351
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Net Income.................................................... $ 1,778 $ 1,528
=========== ===========
</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)
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<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1998 March 31, 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.............................................................................. $1,778 $1,528
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization......................................................... 462 447
Decrease in Tenant Accounts Receivable............................................... 11 54
Increase in Deferred Rent Receivable................................................. (67) (97)
Increase in Prepaid Expenses and Other Assets, Net.................................... (44) (68)
Increase (Decrease) in Accounts Payable and Accrued Expenses and Rents
Received in Advance and Security Deposits............................................ 20 (125)
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Net Cash Provided by Operating Activities........................................... 2,160 1,739
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate................................. (680) (9)
-------------- --------------
Net Cash Used in Investing Activities............................................... (680) (9)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions.......................................................................... (980) (2,280)
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Net Cash Used In Financing Activities............................................... (980) (2,280)
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Net Increase (Decrease) in Cash and Cash Equivalents.................................... 500 (550)
Cash and Cash Equivalents, Beginning of Period.......................................... 458 1,428
-------------- --------------
Cash and Cash Equivalents, End of Period................................................ $ 958 $ 878
============== ==============
</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 AND FORMATION OF COMPANY
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. ("FR"), and the 99% limited
partner of which is First Industrial, L.P. (the "Operating Partnership"), of
which FR 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 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 March 31, 1998 and the results of its operations and its cash flows for
the three months ended March 31, 1998 and 1997.
Recent Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board 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 approximates its comprehensive income as
defined in Concepts Statement No. 6, "Elements of Financial Statements".
Reclassification:
Certain 1997 items have been reclassified to conform to the 1998
presentation.
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 $95 and $86 for the three months ended March 31, 1998 and
1997, 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.
5. PARTNERS' CAPITAL
On March 24, 1998, 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 FR, in each
case, the amount equal to the aggregate dividend payable on FR's 9.5% Series A
Cumulative Preferred Stock.
6
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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 March 31, 1998, the Company owned 19 properties with approximately 2.2
million square feet of gross leasable area ("GLA"). At March 31, 1997, the
Company owned 19 properties with approximately 2.1 million square feet of GLA.
The increase of approximately .1 million square feet is due to the expansion of
two of the Company's properties that were completed and placed in service
between April 1, 1997 and March 31, 1998.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THREE MONTHS ENDED MARCH 31,
1997
Total revenues increased by approximately $.1 million, or 5.2%, due
primarily to an increase in occupancy and additional rental income from the
expansion of two of the Company's properties that were completed and placed in
service between April 1, 1997 and March 31, 1998. Average occupancy for the
three months ended March 31, 1998 and 1997 was 98.7% and 94.9%, respectively.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
decreased by approximately $.1 million, or 12.7%. This decrease is due
primarily to additional snow removal expenses for properties located in certain
of the Company's metropolitan areas during the three months ended March 31,
1997.
Depreciation and amortization remained relatively unchanged.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was approximately $2.2 million
for the three months ended March 31, 1998 compared to approximately $1.7
million for the three months ended March 31, 1997. This increase is primarily
due to additional rental income from the expansion of two of the Company's
properties that were completed and placed in service between April 1, 1997 and
March 31, 1998 as well as an increase in accounts payable and accrued expenses
and rents received in advance and security deposits.
Net cash used in investing activities was approximately $.7 million for
the three months ended March 31, 1998 compared to approximately $.01 million
for the three months ended March 31, 1997. The majority of the increase in
cash used in investing activities for the three months ended March 31, 1998
relates to an expansion of one of the Company's properties located in Auburn
Hills, Michigan. This expansion was placed in service on February 1, 1998.
Net cash used in financing activities for the three months ended March 31,
1998 consisted of a preferred limited partner distribution of approximately
$1.0 million. Net cash used in financing activities for the three months ended
March 31, 1997 consisted of a preferred limited partner distribution of
approximately $1.0 million and a general and limited partner distribution of
approximately $1.3 million.
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 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 and
to pay the quarterly preferred limited partnership distribution and other
partnership distributions. The Company anticipates that these needs will be
met with cash flows provided by operating activities.
The Company expects to fund its long-term (greater than one year)
liquidity requirements for non-recurring capital improvements and property
expansions with its cash flow from operations, capital contributions 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.
OTHER
In June 1997, the Financial Accounting Standards Board 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 approximates its comprehensive income as
defined in Concepts Statement No. 6, "Elements of Financial Statements".
8
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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
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27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended March 31,
1998.
9
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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: May 14, 1998 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
10
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
EX-27 Financial Data Schedule
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL SECURITIES, L.P. FOR THE THREE MONTHS
ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B)
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 958
<SECURITIES> 0
<RECEIVABLES> 138
<ALLOWANCES> (50)
<INVENTORY> 0
<CURRENT-ASSETS> 1046
<PP&E> 79722
<DEPRECIATION> (5817)
<TOTAL-ASSETS> 77191
<CURRENT-LIABILITIES> 691
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 76099
<TOTAL-LIABILITY-AND-EQUITY> 77191
<SALES> 0
<TOTAL-REVENUES> 3030
<CGS> 0
<TOTAL-COSTS> (790)
<OTHER-EXPENSES> (462)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1778
<INCOME-TAX> 0
<INCOME-CONTINUING> 1778
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1778
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
