<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 SEPTEMBER 30, 1999
/ / 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 SEPTEMBER 30, 1999
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 September 30, 1999 and
December 31, 1998...................................................................... 2
Statements of Operations of First Industrial Securities, L.P. for the Nine Months
Ended September 30, 1999 and September 30, 1998........................................ 3
Statements of Operations of First Industrial Securities, L.P. for the Three Months
Ended September 30, 1999 and September 30, 1998........................................ 4
Statements of Cash Flows of First Industrial Securities, L.P. for the Nine Months
Ended September 30, 1999 and September 30, 1998......................................... 5
Notes to Financial Statements........................................................... 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................... 10-14
Item 3. Quantitative and Qualitative Disclosures About Market Risk...................... 15
PART II: OTHER INFORMATION
Item 1. Legal Proceedings............................................................... 16
Item 2. Changes in Securities........................................................... 16
Item 3. Defaults Upon Senior Securities................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders............................. 16
Item 5. Other Information............................................................... 16
Item 6. Exhibits and Reports on Form 8-K................................................ 16
SIGNATURE...................................................................................... 17
EXHIBIT INDEX.................................................................................. 18
</TABLE>
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------------- -----------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land.................................................... $ 11,828 $ 11,580
Buildings and Improvements.............................. 71,830 69,020
Construction in Progress................................ 3,458 --
Less: Accumulated Depreciation......................... (8,721) (7,163)
---------------- -----------------
Net Investment in Real Estate................... 78,395 73,437
---------------- -----------------
Cash and Cash Equivalents.................................. 522 1,391
Restricted Cash............................................ 71 410
Tenant Accounts Receivable, Net............................ 294 38
Deferred Rent Receivable................................... 808 1,104
Prepaid Expenses and Other Assets, Net..................... 795 1,069
---------------- -----------------
Total Assets................................... $ 80,885 $ 77,449
================ =================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses...................... $ 1,717 $ 794
Rents Received in Advance and Security Deposits............ 750 528
---------------- -----------------
Total Liabilities............................. 2,467 1,322
---------------- -----------------
Commitments and Contingencies......................... -- --
Partners' Capital:
General Partner and Preferred Limited Partner..... 41,621 41,266
Limited Partner................................... 36,797 34,861
---------------- -----------------
Total Partners' Capital.................... 78,418 76,127
---------------- -----------------
Total Liabilities and Partners' Capital.... $ 80,885 $ 77,449
================= =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
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Revenues:
Rental Income.............................................. $ 6,021 $ 7,091
Tenant Recoveries and Other Income......................... 1,990 2,202
----------- ----------
Total Revenues................................... 8,011 9,293
----------- ----------
Expenses:
Real Estate Taxes.......................................... 1,809 1,686
Repairs and Maintenance.................................... 225 233
Property Management........................................ 266 311
Utilities.................................................. 102 84
Insurance.................................................. 18 24
Other...................................................... 46 97
Depreciation and Amortization.............................. 1,455 1,413
----------- ----------
Total Expenses.................................. 3,921 3,848
----------- ----------
Income from Operations........................................ 4,090 5,445
Gain on Sale of Real Estate............................... 926 --
----------- ----------
Net Income...................................... $ 5,016 $ 5,445
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
September 30, 1999 September 30, 1998
-------------------- ------------------
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Revenues:
Rental Income.............................................. $ 1,883 $ 2,344
Tenant Recoveries and Other Income......................... 649 710
--------- ---------
Total Revenues................................... 2,532 3,054
--------- ---------
Expenses:
Real Estate Taxes.......................................... 662 539
Repairs and Maintenance.................................... 26 60
Property Management........................................ 96 111
Utilities.................................................. 23 32
Insurance.................................................. 2 8
Other...................................................... --- 71
Depreciation and Amortization.............................. 560 482
--------- ---------
Total Expenses.......................................... 1,369 1,303
--------- ---------
Income from Operations........................................ 1,163 1,751
Gain on Sale of Real Estate................................ 926 --
--------- ---------
Net Income...................................... $ 2,089 $ 1,751
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 1999 September 30, 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................. $ 5,016 $ 5,445
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization........................... 1,455 1,413
Provision for Bad Debts................................. --- 50
Gain on Sale of Real Estate............................. (926) ---
Increase in Restricted Cash............................. (7) ---
Increase in Tenant Accounts Receivable................. (254) (36)
Increase in Deferred Rent Receivable................... (2) (214)
Increase in Prepaid Expenses and Other Assets, Net...... (41) (382)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits.......... 572 89
-------------------- -----------------
Net Cash Provided by Operating Activities......... 5,813 6,365
-------------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate
and Closing Costs of Sale of Investment in Real Estate (3,980) (882)
Proceeds from Sale of Investment in Real Estate.......... 8,800 ---
Decrease in Restricted Cash.............................. 346 ---
-------------------- -----------------
-------------------- -----------------
Net Cash Provided by (Used in) Investing Activities 5,166 (882)
-------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions................................................ (12,640) (4,990)
Contributions................................................ 792 ---
-------------------- -----------------
-------------------- -----------------
Net Cash Used In Financing Activities .............. (11,848) (4,990)
-------------------- -----------------
Net(Decrease) Increase in Cash and Cash Equivalents........... (869) 493
Cash and Cash Equivalents, Beginning of Period................ 1,391 458
==================== =================
Cash and Cash Equivalents, End of Period...................... $ 522 $ 951
==================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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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. ("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 1998 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, 1998 audited financial statements included in
the Company's 1998 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 September 30, 1999 and the results of its operations and its cash
flows for the nine months and three months ended September 30, 1999 and 1998.
Tenant Accounts Receivable, Net:
The Company provides 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 $100 as of September 30, 1999 and December 31, 1998.
3. RELATED PARTY TRANSACTIONS
The 21 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 $266 and $311 for the nine months ended September 30, 1999 and
1998, respectively.
4. SALE OF REAL ESTATE
During the nine months ended September 30, 1999, the Company sold one
industrial property comprising approximately .3 million square feet of gross
leasable area ("GLA"). Gross proceeds from the sale were approximately $8,800.
The gain on sale of real estate was approximately $926. In accordance with the
guarantee and payment agreement of the Company dated November 17, 1995, the
Company replaced the sold industrial property with three industrial properties
comprising .1 million square feet of GLA with a net book value of $9,123 (see
Note 6).
6
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. SALE OF REAL ESTATE, CONTINUED
The following table discloses the results of operations for the nine
months ending September 30, 1999 and 1998 if the sale of the one industrial
property comprising .3 million square feet of GLA and the contribution of three
industrial properties comprising .1 million square feet of GLA had occurred on
January 1, 1998. The proforma statements are not necessarily indicative of what
the Company's results of operations would have been for the nine months ended
September 30, 1999 and 1998, nor do they purport to present the future results
of operations of the Company.
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PROFORMA
--------
Nine Nine
Months Ended Months Ended
September 30, 1999 September 30, 1998
------------------- ------------------
<S> <C> <C>
Total Revenues...................... $ 8,039 $ 9,213
Property Expenses................... (2,389) (2,306)
Depreciation and Amortization....... (1,459) (1,437)
--------- ----------
Income from Operations.............. $ 4,191 $ 5,470
========= ==========
</TABLE>
At September 30, 1999, the Company had one industrial property held
for sale comprising .1 million square feet of GLA. Net income (defined as total
property revenues less property expenses, which include real estate taxes,
repairs and maintenance, property management, utilities, insurance and other
expenses, and depreciation and amortization) of the property held for sale
for the nine months ended September 30, 1999 and 1998 is approximately
$.1 million and $.2 million, respectively. Net carrying value of the
industrial property held for sale at September 30, 1999 is approximately $2.4
million. The Company plans to substitute one or more properties in the place
of this property if the sale occurs. There can be no assurance that such
property held for sale will be sold.
7
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. 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.
The Company has committed to the redevelopment of one of its properties
located in Maple Grove, Minnesota and the development of a 50,000 square foot
property located in Carol Stream, Illinois. The Company expects to fund these
costs with cash flows from operations and capital contributions.
6. PARTNERS' CAPITAL
On January 15, 1999, 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.
On March 29, 1999, 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, the amount equal to the aggregate dividend payable on FR's 9.5%, $.01 par
value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock").
On June 3, 1999, the Company received a general and limited partnership
contribution from Securities Corporation and the Operating Partnership in the
aggregate amount of $700.
On June 22, 1999, 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, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock.
On July 23, 1999, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the aggregate amount of $400.
On August 19, 1999, the limited partner contributed three industrial
properties comprising .1 million square feet of GLA with a net book value of
$9,123 to the Company (see Note 4).
On August 20, 1999, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the aggregate amount of $8,300.
8
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. PARTNERS' CAPITAL, CONTINUED
On September 20, 1999, the Company received a general partner
contribution from Securities Corporation in the aggregate amount of $92.
On September 23, 1999, 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, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock.
7. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
The following table discloses the non-cash operating, investing and
financing activities that resulted from the contribution of the three industrial
properties compromising .1 million square feet of GLA from the limited partner.
<TABLE>
<CAPTION>
Nine
Months Ended
September 30, 1999
------------------
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Land...................................................... $ 1,472
Building.................................................. 8,844
Accumulated Depreciation.................................. (1,140)
Deferred Rent Receivable.................................. 18
Tenant Accounts Receivable................................ 2
Accounts Payable and Accrued Expenses..................... (73)
Limited Partnership Contribution.......................... (9,123)
------------------
$ --
==================
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9
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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.
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of complying with these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "believe", "expect",
"intend", "anticipate", "estimate", "project" or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
affect on the operations and future prospects of the Company include, but are
not limited to, changes in: economic conditions generally and the real estate
market specifically, legislative/regulatory changes, availability of capital,
interest rates, competition, supply and demand for industrial properties in the
Company's current market areas and general accounting principles, policies and
guidelines. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included herein and in the Company's other filings with
the Securities and Exchange Commission.
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.
RESULTS OF OPERATIONS
At September 30, 1999, the Company owned 21 properties with
approximately 2.0 million square feet of gross leasable area ("GLA") compared to
19 properties with approximately 2.2 million square feet of GLA at September 30,
1998. During the period October 1, 1998 through September 30, 1999, the Company
sold one industrial property comprising .3 million square feet of GLA. During
this same time period, the limited partner contributed three industrial
properties compromising .1 million square feet of GLA.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 TO NINE MONTHS ENDED
SEPTEMBER 30, 1998
Total revenues decreased by approximately $1.3 million, or 13.8%, due
primarily to the decrease of rental income and recovery income from one of the
Company's properties that is under redevelopment.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
remained relatively unchanged.
Depreciation and amortization remained relatively unchanged.
The $.9 million gain on sale of property for the nine months ended
September 30, 1999 resulted from the sale of one industrial property. Gross
proceeds from this sale were approximately $8.8 million.
10
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COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THREE MONTHS ENDED
SEPTEMBER 30, 1998
Total revenues decreased by approximately $.5 million, or 17.1%, due
primarily to decrease of rental income and recovery income from one of the
Company's properties that is under redevelopment.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
remained relatively unchanged.
Depreciation and amortization remained relatively unchanged.
The $.9 million gain on sale of property for the three months ended
September 30, 1999 resulted from the sale of one industrial property. Gross
proceeds from this sale were approximately $8.8 million.
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED SEPTEMBER 30, 1999
Net cash provided by operating activities of approximately $5.8 million
for the nine months ended September 30, 1999 was primarily comprised of net
income of approximately $5.0 million, adjustments for non-cash items of
approximately $.5 million and the net change in operating assets and liabilities
of approximately $.3 million. The adjustments for non-cash items of $.5 million
are comprised of depreciation and amortization of approximately $1.4 million,
offset by the gain on sale of real estate of approximately $.9 million.
Net cash provided by investing activities of approximately $5.2 million
for the nine months ended September 30, 1999 was primarily comprised of $8.8
million of gross proceeds from the sale of real estate and the reciept of $.3
million from a deferred maintenance escrow established in connection with the
issuance of FR's 9.5%, $.01 par value, Series A Cumulative Preferred Stock (the
"Series A Preferred Stock") offset by capital expenditures related to the
redevelopment of one of the Company's properties located in Maple Grove,
Minnesota ($.9 million) and the development of one of the Company's properties
located in Carol Stream, Illinois ($2.1 million) as well as various other
capital improvements and closing costs from the sale of investment in real
estate($1.0 million).
Net cash used in financing activities of approximately $11.8 million
for the nine months ended September 30, 1999 consisted of preferred limited
partner distributions of approximately $2.9 million and general and limited
partner distributions totaling approximately $9.7 million offset by general and
limited partnership contributions totaling approximately $.8 million.
NINE MONTHS ENDED SEPTEMBER 30, 1998
Net cash provided by operating activities of approximately $6.4 million
for the nine months ended September 30, 1998 was primarily comprised of net
income of approximately $5.4 million and adjustments for non-cash items of
approximately $1.3 million, offset by the net change in operating assets and
liabilities of approximately $.3 million. The adjustments for non-cash items of
$1.3 million are comprised of depreciation and amortization of approximately
$1.4 million and a provision for bad debts of approximately $.1 million, offset
by the effect of straight-lining of rental income of approximately $.2 million.
Net cash used in investing activities of approximately $.9 million for
the nine months ended September 30, 1998 was primarily comprised of capital
expenditures related to an expansion of one of the Company's properties located
in Auburn Hills, Michigan that was placed in service on February 1, 1998 and
various other capital improvements.
11
<PAGE> 13
Net cash used in financing activities of approximately $5.0 million for
the nine months ended September 30, 1998 consisted of preferred limited partner
distributions of approximately $2.9 million and general and limited partner
distributions totaling approximately $2.1 million.
SALE OF REAL ESTATE
During the nine months ended September 30, 1999, the Company sold one
industrial property comprising approximately .3 million square feet of GLA.
Gross proceeds from the sale were approximately $8.8 million. The gain on sale
of real estate was approximately $.9 million. In accordance with the guarantee
and payment agreement of the Company dated November 17, 1995, the Company
replaced the sold industrial property with three industrial properties
compromising .1 million square feet with a net book value of $9.1 million.
At September 30, 1999, the Company had one industrial property held for
sale comprising .1 million square feet of GLA. Net income (defined as total
property revenues less property expenses, which include real estate taxes,
repairs and maintenance, property management, utilities, insurance and other
expenses, and depreciation and amortization) of the property held for sale for
the nine months ended September 30, 1999 and 1998 is approximately $.1 million
and $.2 million, respectively. Net carrying value of the industrial property
held for sale at September 30, 1999 is approximately $2.4 million. The Company
plans to substitute one or more properties in the place of this property if the
sale occurs. There can be no assurance that such property held for sale will be
sold.
DISTRIBUTIONS/DIVIDENDS
On January 15, 1999, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the aggregate amount of $1.0 million.
On March 29, 1999, the Company distributed $.98 million to Securities
Corporation in respect of its preferred limited partnership interest in the
Company, and Securities Corporation paid a preferred stock dividend of $.98
million to FR, the amount equal to the aggregate dividend payable on FR's Series
A Preferred Stock.
On June 3, 1999, the Company received a general and limited partnership
contribution from Securities Corporation and the Operating Partnership in the
aggregate amount of $.7 million.
On June 22, 1999, the Company distributed $.98 million to Securities
Corporation in respect of its preferred limited partnership interest in the
Company, and Securities Corporation paid a preferred stock dividend of $.98
million to FR, the amount equal to the aggregate dividend payable on FR's Series
A Preferred Stock.
On July 23, 1999, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the amount of $.4 million.
On August 19, 1999, the limited partner contributed three industrial
properties comprising .1 million square feet of GLA with a net book value of
$9.1 million to the Company.
On August 20, 1999, the Company paid a pro rata general and limited
partnership distribution to Securities Corporation and the Operating
Partnership, respectively, in the amount of $8.3 million.
On September 20, 1999, the Company received a general partner
contribution from Securities Corporation in the aggregate amount of $.09
million.
12
<PAGE> 14
On September 23, 1999, the Company distributed $.98 million to
Securities Corporation in respect of its preferred limited partnership interest
in the Company, and Securities Corporation paid a preferred stock dividend of
$.98 million to FR, the amount equal to the aggregate dividend payable on FR's
Series A Preferred Stock.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
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. 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, property
redevelopments and property developments with its cash flow from operations,
capital contributions and, in part, with a deferred maintenance escrow
established in connection with the issuance of FR's Series A Preferred Stock
which is included in restricted cash on the balance sheet.
13
<PAGE> 15
YEAR 2000 COMPLIANCE
The Year 2000 compliance issue concerns the inability of computerized
information systems and non-information systems to accurately calculate, store
or use a date after 1999. This could result in computer systems failures or
miscalculations causing disruptions of operations. The Year 2000 issue affects
almost all companies and organizations.
The Company has discussed its software applications and internal
operational programs with its current information systems' vendor and, based on
such discussions, believes that such applications and programs will properly
recognize calendar dates beginning in the year 2000. The Company is discussing
with its material third-party service providers, such as its banks and
telecommunications provider, their Year 2000 compliance and is assessing what
effect their possible non-compliance might have on the Company. In addition, the
Company is discussing with its material vendors the possibility of any interface
difficulties and/or electrical or mechanical problems relating to the year 2000
which may affect properties owned by the Company. The Company has also surveyed
substantially all of its tenants to determine the status of their Year 2000
compliance and what effect their possible non-compliance might have on the
Company. The Company is currently processing the information obtained from such
tenant surveys and remains in discussions with its material vendors and
third-party service providers. As of September 30, 1999, tenants representing
65% of annual base rent of the Company have replied. Of the tenant surveys
received as of September 30, 1999, all have stated that they are Year 2000
compliant or will be Year 2000 compliant by the end of 1999. The Company is
still seeking confirmation of Year 2000 compliance from the tenants who have not
responded to the tenant survey. Until such time the Company cannot estimate any
potential adverse impact resulting from the failure of tenants, vendors or
third-party service providers to address their Year 2000 issues; however, to
date, no significant Year 2000-related conditions have been identified.
Because the Company's evaluation of its Year 2000 issues has been
conducted by its own personnel or by its vendors in connection with their
servicing operations, the Company believes that its expenditures for assessing
its Year 2000 issues, though difficult to quantify, to date have not been
material. In addition, the Company is not aware of any Year 2000-related
conditions that it believes would likely require any material expenditures by
the Company in the future.
Based on its current information, the Company believes that the risk
posed by any foreseeable Year 2000-related problem with its internal systems and
the systems at its properties (including both information and non-information
systems) or with its vendors or tenants is minimal. The Company believes that
Year 2000-related problems with the Company's software applications and internal
operational programs or with the electrical or mechanical systems at its
properties are unlikely to cause more than minor disruptions in the Company's
operations. The Company believes that the risk posed by Year 2000-related
problems at certain of its third-party service providers, such as its banks and
telecommunications provider is marginally greater, though, based on its current
information, the Company is not aware any such problems would have a material
effect on its operations. Any Year 2000 related problems at such third-party
service providers could delay the processing of financial transactions and could
disrupt the Company's internal and external communications. At this time, the
Company has not developed and does not anticipate developing any contingency
plans with respect to Year 2000 issues. In addition, the Company has no plans to
seek independent verification or review of its assessment of its Year 2000
issues. The Company does intend to complete its assessment of, and to continue
to monitor, its Year 2000 issues and will develop contingency plans if, and to
the extent, deemed necessary.
While the Company believes that it will be Year 2000 compliant by
December 31, 1999, there can be no assurance that the Company has been or will
be successful in identifying and assessing Year 2000 issues, or that, to the
extent identified, the Company's efforts to remediate such issues will be
effective such that Year 2000 issues will not have a material adverse effect on
the Company's business, financial condition or results of operation.
14
<PAGE> 16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
15
<PAGE> 17
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
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
27* Financial Data Schedule
* Filed herewith
No reports on Form 8-K were filed during the quarter ended September
30, 1999.
16
<PAGE> 18
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: November 1, 1999 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
17
<PAGE> 19
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
EX-27* Financial Data Schedule
* Filed herewith
18
<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 NINE MONTHS
ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 522
<SECURITIES> 0
<RECEIVABLES> 394
<ALLOWANCES> (100)
<INVENTORY> 0
<CURRENT-ASSETS> 816
<PP&E> 87,116
<DEPRECIATION> (8,721)
<TOTAL-ASSETS> 80,885
<CURRENT-LIABILITIES> 1,717
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 78,418
<TOTAL-LIABILITY-AND-EQUITY> 80,885
<SALES> 0
<TOTAL-REVENUES> 8,011
<CGS> 0
<TOTAL-COSTS> (2,466)
<OTHER-EXPENSES> (1,455)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,090
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,090
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,016
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
