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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, 1999
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Commission File Number 33-97014-01
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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 MARCH 31, 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 March 31, 1999
and December 31, 1998..................................................................... 2
Statements of Operations of First Industrial Securities, L.P. for the Three Months Ended
March 31, 1999 and March 31, 1998......................................................... 3
Statements of Cash Flows of First Industrial Securities, L.P. for the Three Months Ended
March 31, 1999 and March 31, 1998......................................................... 4
Notes to Financial Statements............................................................. 5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................ 7-10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................ 10
PART II: OTHER INFORMATION
Item 1. Legal Proceedings................................................................ 11
Item 2. Changes in Securities............................................................ 11
Item 3. Defaults Upon Senior Securities.................................................. 11
Item 4. Submission of Matters to a Vote of Security Holders.............................. 11
Item 5. Other Information................................................................ 11
Item 6. Exhibits and Reports on Form 8-K................................................. 11
SIGNATURE...................................................................................... 12
EXHIBIT INDEX.................................................................................. 13
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
March 31, December 31,
1999 1998
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ASSETS
Assets:
Investment in Real Estate:
Land..................................................... $11,580 $11,580
Buildings and Improvements............................... 69,462 69,020
Construction in Progress................................. 378 ---
Less: Accumulated Depreciation.......................... (7,598) (7,163)
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Net Investment in Real Estate......................... 73,822 73,437
Cash and Cash Equivalents.................................. 707 1,391
Restricted Cash............................................ 410 410
Tenant Accounts Receivable, Net............................ 65 38
Deferred Rent Receivable................................... 1,165 1,104
Prepaid Expenses and Other Assets, Net..................... 793 1,069
======= =======
Total Assets.......................................... $76,962 $77,449
======= =======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses.................... $ 710 $ 794
Rents Received in Advance and Security Deposits.......... 696 528
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Total Liabilities..................................... 1,406 1,322
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Commitments and Contingencies.............................. --- ---
Partners' Capital:
General Partner and Preferred Limited Partner............ 41,260 41,266
Limited Partner.......................................... 34,296 34,861
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Total Partners' Capital............................... 75,556 76,127
======= =======
Total Liabilities and Partners' Capital............... $76,962 $77,449
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</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)
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<CAPTION>
Three Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
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Revenues:
Rental Income.............................................. $2,058 $2,363
Tenant Recoveries and Other Income......................... 672 667
--------------------- ----------------------
Total Revenues......................................... 2,730 3,030
--------------------- ----------------------
Expenses:
Real Estate Taxes.......................................... 580 558
Repairs and Maintenance.................................... 110 87
Property Management........................................ 86 95
Utilities.................................................. 46 33
Insurance.................................................. 8 8
Other...................................................... 18 9
Depreciation and Amortization.............................. 473 462
--------------------- ----------------------
Total Expenses......................................... 1,321 1,252
--------------------- ----------------------
Net Income.................................................... $1,409 $1,778
===================== ======================
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
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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, 1999 March 31, 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................. $1,409 $1,778
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization........................... 473 462
(Increase) Decrease in Tenant Accounts Receivable...... (27) 11
Increase in Deferred Rent Receivable................... (61) (67)
Decrease (Increase) in Prepaid Expenses and Other
Assets, Net............................................ 238 (44)
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits........ 77 20
-------------------- ---------------------
Net Cash Provided by Operating Activities.......... 2,109 2,160
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate... (813) (680)
-------------------- ---------------------
Net Cash Used in Investing Activities...............
(813) (680)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions............................................ (1,980) (980)
-------------------- ---------------------
Net Cash Used In Financing Activities .............. (1,980) (980)
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Net (Decrease) Increase in Cash and Cash Equivalents.......... (684) 500
Cash and Cash Equivalents, Beginning of Period................ 1,391 458
==================== =====================
Cash and Cash Equivalents, End of Period...................... $ 707 $ 958
==================== =====================
</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. ("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 March 31, 1999 and the results of its operations and its cash
flows for each of the three months ended March 31, 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 March 31, 1999 and December 31, 1998.
2. 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 $86 and $95 for the three months ended March 31, 1999 and 1998,
respectively.
3. 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 one of its properties
located in Carol Stream, Illinois. The Company expects to fund these costs with
cash flows from operations and capital contributions.
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. 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.
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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. First Industrial Securities,
L.P. (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 March 31, 1999 and 1998, the Company owned 19 properties with
approximately 2.2 million square feet of gross leasable area ("GLA").
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1999 TO THREE MONTHS ENDED MARCH 31,
1998
Total revenues decreased by approximately $.3 million, or 9.9%, due
primarily to the loss 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.
7
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LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED MARCH 31, 1999
Net cash provided by operating activities of approximately 2.1 million
for the three months ended March 31, 1999 was primarily comprised of net income
of approximately $1.4 million and adjustments for non-cash items of
approximately $.4 million, and the net change in operating assets and
liabilities of approximately $.3 million. The adjustments for non-cash items are
comprised of depreciation and amortization of approximately $.5 million, offset
by the effect of straight-lining of rental income of approximately $.1 million.
Net cash used in investing activities of approximately $.8 million for
the three months ended March 31, 1999 was primarily comprised of capital
expenditures related to the redevelopment of one of the Company's properties
located in Maple Grove, Minnesota ($.2 million) and the development of one of
the Company's properties located in Carol Stream, Illinois ($.2 million) as well
as various other capital improvements ($.4 million).
Net cash used in financing activities of approximately $2.0 million for
the three months ended March 31, 1999 consisted of preferred limited partner
distributions of approximately $1.0 million and general and limited partner
distributions totaling approximately $1.0 million.
THREE MONTHS ENDED MARCH 31, 1998
Net cash provided by operating activities of approximately $2.2 million
for the three months ended March 31, 1998 was primarily comprised of net income
of approximately $1.8 million and adjustments for non-cash items of
approximately $.4 million. The adjustments for non-cash items are comprised of
depreciation and amortization of approximately $.5 million, offset by the effect
of straight-lining of rental income of approximately $.1 million.
Net cash used in investing activities of approximately $.7 million for
the three months ended March 31, 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.
Net cash used in financing activities of approximately $1.0 million for
the three months ended March 31, 1998 consisted of preferred limited partner
distributions of approximately $1.0 million.
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 $1.0 million to Securities
Corporation in respect of its preferred limited partnership interest in the
Company, and Securities Corporation paid a preferred stock dividend of $1.0
million 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").
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
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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.
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, payroll
processor 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. Of the tenant surveys processed to
date, all have stated that they are Year 2000 compliant or will be Year 2000
compliant by the end of 1999. The Company plans to complete its assessment of
Year 2000 compliance by such parties by June 30, 1999. 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. 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, payroll processor and
telecommunications provider is marginally greater, though, based on its current
information, the Company does not believe 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 the Company's payroll 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
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
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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
* Filed herewith
No reports on Form 8-K were filed during the quarter ended March 31,
1999.
11
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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 5, 1999 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
* Filed herewith
13
<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 THREE MONTHS
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 707
<SECURITIES> 0
<RECEIVABLES> 165
<ALLOWANCES> (100)
<INVENTORY> 0
<CURRENT-ASSETS> 772
<PP&E> 81,420
<DEPRECIATION> (7,598)
<TOTAL-ASSETS> 76,962
<CURRENT-LIABILITIES> 710
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 75,556
<TOTAL-LIABILITY-AND-EQUITY> 76,962
<SALES> 0
<TOTAL-REVENUES> 2,730
<CGS> 0
<TOTAL-COSTS> (848)
<OTHER-EXPENSES> (473)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,409
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,409
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,409
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
