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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 SEPTEMBER 30, 2000
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
----------------------
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 SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Financial Statements
Balance Sheets of First Industrial Securities, L.P. as of September 30,
2000 and December 31, 1999............................................................ 2
Statements of Operations of First Industrial Securities, L.P. for the Nine
Months Ended September 30, 2000 and September 30, 1999................................ 3
Statements of Operations of First Industrial Securities, L.P. for the
Three Months Ended September 30, 2000 and September 30, 1999.......................... 4
Statements of Cash Flows of First Industrial Securities, L.P. for the Nine Months
Ended September 30, 2000 and September 30, 1999....................................... 5
Notes to Financial Statements......................................................... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................ 8-11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................... 11
PART II: OTHER INFORMATION
Item 1. Legal Proceedings............................................................ 12
Item 2. Changes in Securities......................................................... 12
Item 3. Defaults Upon Senior Securities............................................... 12
Item 4. Submission of Matters to a Vote of Security Holders........................... 12
Item 5. Other Information............................................................. 12
Item 6. Exhibits and Reports on Form 8-K............................................. 12
SIGNATURE................................................................................... 13
EXHIBIT INDEX............................................................................... 14
</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,
2000 1999
------------- ------------
ASSETS
<S> <C> <C>
Assets:
Investment in Real Estate:
Land .................................................................. $ 9,943 $ 11,642
Buildings and Improvements ............................................ 58,882 70,680
Construction in Progress .............................................. 5,176 4,984
Less: Accumulated Depreciation ....................................... (8,477) (8,971)
-------- --------
Net Investment in Real Estate ................................. 65,524 78,335
Real Estate Held For Sale, Net of Accumulated Depreciation
and Amortization of $1,904 ............................................ 11,994 --
Cash and Cash Equivalents ................................................ 542 63
Restricted Cash .......................................................... 66 64
Tenant Accounts Receivable, Net .......................................... 329 210
Deferred Rent Receivable ................................................. 889 761
Prepaid Expenses and Other Assets, Net ................................... 864 833
-------- --------
Total Assets .................................................. $ 80,208 $ 80,266
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses .................................... $ 1,661 $ 1,998
Rents Received in Advance and Security Deposits .......................... 639 644
-------- --------
Total Liabilities ........................................... 2,300 2,642
-------- --------
Commitments and Contingencies ............................................... -- --
Partners' Capital:
General Partner and Preferred Limited Partner ........................... 41,615 41,612
Limited Partner ......................................................... 36,293 36,012
-------- --------
Total Partners' Capital ..................................... 77,908 77,624
-------- --------
Total Liabilities and Partners' Capital ..................... $ 80,208 $ 80,266
======== ========
</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)
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Revenues:
Rental Income ............................. $6,931 $6,021
Tenant Recoveries and Other Income ........ 1,887 1,990
------ ------
Total Revenues ....................... 8,818 8,011
------ ------
Expenses:
Real Estate Taxes ......................... 1,625 1,809
Repairs and Maintenance ................... 205 225
Property Management ....................... 285 266
Utilities ................................. 79 102
Insurance ................................. 21 18
Other ..................................... 50 46
Depreciation and Amortization ............. 1,529 1,455
------ ------
Total Expenses ....................... 3,794 3,921
------ ------
Income from Operations .................... 5,024 4,090
Gain on Sale of Real Estate .......... --- 926
------ ------
Net Income ................................ $5,024 $5,016
====== ======
</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, 2000 September 30, 1999
------------------ ---------------------
<S> <C> <C>
Revenues:
Rental Income ............................. $2,417 $1,883
Tenant Recoveries and Other Income ........ 510 649
------ ------
Total Revenues ....................... 2,927 2,532
------ ------
Expenses:
Real Estate Taxes ......................... 571 662
Repairs and Maintenance ................... 48 26
Property Management ....................... 97 96
Utilities ................................. 17 23
Insurance ................................. 13 2
Other ..................................... 16 --
Depreciation and Amortization ............. 459 560
------ ------
Total Expenses ....................... 1,221 1,369
------ ------
Income from Operations ...................... 1,706 1,163
Gain on Sale of Real Estate .......... -- 926
------ ------
Net Income .................................. $1,706 $2,089
====== ======
</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, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ........................................................... $ 5,024 $ 5,016
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization ........................................ 1,529 1,455
Gain on Sale of Real Estate .......................................... -- (926)
Increase in Tenant Accounts Receivable, Net ......................... (119) (254)
Increase in Deferred Rent Receivable ................................ (128) (2)
Increase in Prepaid Expenses and Other Assets, Net ................... (242) (41)
(Decrease) Increase in Accounts Payable and Accrued Expenses
and Rents Received in Advance and Security Deposits ................ (105) 572
Increase in Restricted Cash .......................................... (2) (7)
-------- --------
Net Cash Provided by Operating Activities ....................... 5,957 5,813
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate and Construction in Progress .... (738) (3,980)
Proceeds from Sale of Investment in Real Estate ........................ -- 8,800
Decrease in Restricted Cash ............................................ -- 346
-------- --------
Net Cash (Used in) Provided by Investing Activities ............. (738) 5,166
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions ...................................................... (4,740) (12,640)
Contributions ...................................................... -- 792
-------- --------
Net Cash Used In Financing Activities ........................... (4,740) (11,848)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents ................... 479 (869)
Cash and Cash Equivalents, Beginning of Period ......................... 63 1,391
-------- --------
Cash and Cash Equivalents, End of Period ............................... $ 542 $ 522
======== ========
</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 unaudited 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 1999 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, 1999 audited financial statements included in
the Company's 1999 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 September
30, 2000 and December 31,1999, and the reported amounts of revenues and expenses
for each of the nine months and three months ended September 30, 2000 and 1999.
Actual results could differ from those estimates.
In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Company as of September 30, 2000 and the results of its operations and its cash
flows for each of the nine months and three months ended September 30, 2000 and
1999.
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 approximately $285 and $266 for the nine months ended September 30,
2000 and 1999, respectively.
4. REAL ESTATE HELD FOR SALE
At September 30, 2000, the Company has four properties comprising
approximately .5 million square feet of GLA held for sale. The Company plans to
substitute properties in place of these properties if the sales occur. There can
be no assurance that such properties held for sale will be sold.
6
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FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. REAL ESTATE HELD FOR SALE, CONTINUED
The following table discloses certain information regarding the four
properties held for sale by the Company.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ------------------
2000 1999 2000 1999
------- ------- ------ --------
<S> <C> <C> <C> <C>
Total Revenues $1,432 $1,351 $ 470 $ 436
Operating Expenses (333) (298) (114) (86)
Depreciation and Amortization (177) (264) -- (88)
------ ------ ----- -----
Income from Operations $ 922 $ 789 $ 356 $ 262
====== ====== ===== =====
</TABLE>
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.
6. PARTNERS' CAPITAL
During the nine months ended September 30, 2000, the Company paid pro rata
general and limited partner distributions to Securities Corporation and the
Operating Partnership, respectively, in the aggregate amount of approximately
$1,800.
During the nine months ended September 30, 2000, the Company distributed
approximately $2,940 to Securities Corporation in respect of its preferred
limited partnership interest in the Company, and Securities Corporation paid a
preferred stock dividend of approximately $2,940 to FR, the amount equal to the
aggregate dividend payable on FR's 9.5%, $.01 par value, Series A Cumulative
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 comprising approximately .1 million square feet of GLA from the
limited partner during the nine months ended September 30, 1999.
Nine
Months Ended
September 30, 1999
------------------
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 Partner Contribution ................ (9,123)
-------
$ --
=======
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.
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 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, 2000 and September 30, 1999, the Company owned 21
properties with approximately 2.0 million square feet of gross leasable area
("GLA"). During the period January 1, 1999 through September 30, 1999, the
Company sold one industrial property comprising approximately .3 million square
feet of GLA. During this same time period, the Operating Partnership contributed
three industrial properties comprising approximately .1 million square feet of
GLA. During the period October 1, 1999 through December 31, 1999, the Company
sold one industrial property comprising approximately .1 million square feet of
GLA. During this same time period, the Operating Partnership contributed one
industrial property comprising approximately .1 million square feet of GLA. No
sales or additions occurred during the nine months ended September 30, 2000.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Total revenues increased by approximately $.8 million, or 10.1%, due
primarily to an increase in occupancy, offset by a decrease in recoverable
income due to a decrease in property expenses as discussed below. Average
occupancy for the nine months ended September 30, 2000 and 1999 was 97.1% and
94.4%, respectively.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
decreased by approximately $.2 million or 8.2%, due primarily to a decrease in
real estate taxes. The decrease in real estate tax expense is attributable to a
8
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property that is under redevelopment and lower real estate taxes associated with
the four properties contributed by the Operating Partnership during 1999 as
compared to the two properties sold during 1999.
Depreciation and amortization increased by approximately $.1 million
due to depreciation and amortization related to the four properties contributed
by the Operating Partnership during 1999, offset by the depreciation and
amortization related to the two properties sold during 1999 and the Company
ceasing depreciation and amortization on properties it considers held for sale.
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.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Total revenues increased by approximately $.4 million, or 15.6%, due
primarily to an increase in occupancy. Average occupancy for the three months
ended September 30, 2000 and 1999 was 97.4% and 93.2%, respectively.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
decreased by approximately $.1 million or 5.8%, due primarily to a decrease in
real estate taxes. The decrease in real estate tax expense is attributable to a
property that is under redevelopment and lower real estate taxes associated with
the four properties contributed by the Operating Partnership during 1999 as
compared to the two properties sold during 1999.
Depreciation and amortization decreased by approximately $.1 million or
18.0%, due primarily to the Company ceasing depreciation and amortization on
properties it considers held for sale.
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, 2000
Net cash provided by operating activities of approximately $6.0 million
for the nine months ended September 30, 2000 was primarily comprised of net
income of approximately $5.0 million, adjustments for non-cash items of
approximately $1.4 million, offset by the net change in operating assets and
liabilities of approximately $.4 million. The adjustments for non-cash items of
approximately $1.4 million are primarily comprised of depreciation and
amortization of approximately $1.5 million, offset by the effect of the
straight-lining of rental income of approximately $.1 million.
Net cash used in investing activities of approximately $.7 million for
the nine months ended September 30, 2000 was primarily comprised of construction
expenditures related to the redevelopment of one of the Company's properties
located in Maple Grove, Minnesota ($.4 million) as well as various other capital
improvements ($.3 million).
Net cash used in financing activities of approximately $4.7 million for
the nine months ended September 30, 2000 consisted of preferred limited partner
distributions totaling, in the aggregate, approximately $2.9 million and general
and limited partner distributions totaling, in the aggregate, approximately $1.8
million.
9
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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
approximately $.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 receipt of $.4
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 totaling, in the aggregate, approximately $2.9 million and
general and limited partner distributions totaling, in the aggregate,
approximately $9.7 million, offset by general and limited partnership
contributions totaling, in the aggregate, approximately $.8 million.
REAL ESTATE HELD FOR SALE
At September 30, 2000, the Company had four properties comprising
approximately .5 million square feet of GLA held for sale. Income from
operations of the four properties held for sale for the nine months ended
September 30, 2000 and 1999 is approximately $.9 million and $.8 million,
respectively. Income from operations of the four properties held for sale for
the three months ended September 30, 2000 and 1999 is approximately $.4 million
and $.3 million, respectively. Net carrying value of the four properties held
for sale at September 30, 2000 is approximately $12.0 million. The Company plans
to substitute properties in place of these properties if the sales occur. There
can be no assurance that such properties held for sale will be sold.
DISTRIBUTIONS/DIVIDENDS
During the nine months ended September 30, 2000, the Company paid pro
rata general and limited partner distributions to Securities Corporation and the
Operating Partnership, respectively, in the aggregate amount of approximately
$1.8 million.
During the nine months ended September 30, 2000, the Company
distributed approximately $2.9 million to Securities Corporation in respect of
its preferred limited partnership interest in the Company, and Securities
Corporation paid preferred stock dividends of approximately $2.9 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.
10
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
11
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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
* Filed herewith
No reports on Form 8-K were filed during the quarter ended September 30,
2000.
12
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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: November 13, 2000 By: /s/ Michael J. Havala
-----------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
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EXHIBIT INDEX
Exhibit No. Description
27* Financial Data Schedule
* Filed herewith
14
