<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
------------ ----------
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) (Zip Code)
(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
GUARANTEE OF THE 9 1/2% SERIES A CUMULATIVE PREFERRED STOCK
OF FIRST INDUSTRIAL REALTY TRUST, INC.
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
<PAGE> 2
FIRST INDUSTRIAL SECURITIES, L.P.
TABLE OF CONTENTS
PAGE
----
PART I.
Item 1. Business........................................................ 4
Item 2. The Properties.................................................. 5
Item 3. Legal Proceedings............................................... 8
Item 4. Submission of Matters to a Vote of Security Holders............. 8
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters........................................... 9
Item 6. Selected Financial Data......................................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10
Item 7a. Quantitative and Qualitative Disclosures About Market Risk...... 13
Item 8. Financial Statements and Supplementary Data..................... 13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.......................... 13
PART III.
Item 10. Directors and Executive Officers of the Registrant.............. 14
Item 11. Executive Compensation.......................................... 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management................................................ 14
Item 13. Certain Relationships and Related Transactions.................. 14
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K................................................... 15
SIGNATURES............................................................... 16
2
<PAGE> 3
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. 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.
3
<PAGE> 4
PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial Securities, L.P. (the "Company") is a Delaware limited
partnership which owns 21 industrial properties (the "Properties"). The
Properties consist of eight light industrial properties, three R&D/Flex
properties, five bulk warehouse properties, two regional warehouse properties
and three manufacturing properties. The markets in which the Properties are
located include: Chicago, IL, Minneapolis/St. Paul, MN, Grand Rapids, MI,
Detroit, MI, Central Pennsylvania and Milwaukee, WI. The Properties contain an
aggregate of approximately 2.0 million square feet of gross leasable area
("GLA") which, as of December 31, 1999, was 99% leased to 39 tenants. At
December 31, 1999, the Company had no employees. The Company's executive offices
are located at 311 South Wacker Drive, Suite 4000, Chicago, Illinois 60606, and
its telephone number is (312) 344-4300.
The Company was formed in 1995 in connection with the issuance of
1,650,000 shares of $.01 par value Series A Cumulative Preferred Stock (the
"Series A Preferred Stock") of First Industrial Realty Trust, Inc. ("FR"). The
1% general partner of the Company is First Industrial Securities Corporation
("Securities Corporation"), which is a wholly owned subsidiary of FR. The 99%
limited partner of the Company is First Industrial, L.P. (the "Operating
Partnership"), of which FR is the sole general partner.
In connection with the issuance of the Series A Preferred Stock, FR
contributed to Securities Corporation the gross proceeds from the issuance of
the Series A Preferred Stock in exchange for preferred stock of Securities
Corporation, and Securities Corporation contributed such proceeds to the Company
in exchange for a preferred limited partnership interest in the Company. The
Operating Partnership and First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership") contributed 19 properties to the Company in exchange for limited
partnership interests in the Company (the "Contribution"). The Pennsylvania
Partnership subsequently distributed its limited partnership interest to the
Operating Partnership, which is the Company's limited partner.
THE GUARANTEE AND LIMITED PARTNERSHIP AGREEMENT
The Company has guaranteed the payment of dividends on, and payments
upon liquidation or redemption of, the Series A Preferred Stock under a
guarantee (the "Guarantee") contained in a Guarantee and Payment Agreement (the
"Guarantee Agreement"). The Guarantee Agreement is administered by American
National Bank and Trust Company, as guarantee agent (together with any subagents
which it may appoint, the "Guarantee Agent"). The Guarantee Agent may enforce
the Guarantee directly against the Company only at the direction of the holders
of at least 25% of the outstanding Series A Preferred Stock. No holder of Series
A Preferred Stock may seek directly to enforce the Guarantee. The Guarantee and
the Guarantee Agreement will terminate upon confirmation to the Company from
Fitch IBCA and Standard & Poor's Ratings Group that, immediately following such
a termination, the Series A Preferred Stock would be rated at least BBB, whether
or not the Series A Preferred Stock is so rated prior to such termination.
The limited partnership agreement of the Company (the "Limited
Partnership Agreement") and the Guarantee Agreement contain covenants generally
restricting the Company's activities to the ownership and operation of the
Properties and, under certain circumstances, other industrial properties. These
covenants shall cease to have any effect upon the termination of the Guarantee.
Under its Articles of Incorporation, Securities Corporation's sole purpose will
be to act as general partner of the Company and to pay dividends on its common
and preferred stock. These and other restrictions are intended to assure that
even in the event of FR, the Operating Partnership or other affiliates of FR
becoming subject to federal bankruptcy proceedings, neither Securities
Corporation nor the Company nor their assets will be treated as subject to such
bankruptcy proceedings under the doctrine of substantive consolidation or other
doctrines (except to the extent liabilities are imposed by non-insolvency
regulatory statutes on affiliates) and that activities of FR, the Operating
Partnership and other affiliates will not cause Securities Corporation or the
Company to become insolvent or unable to pay their debts as they mature
(including the Guarantee).
4
<PAGE> 5
ITEM 2. THE PROPERTIES
GENERAL
At December 31, 1999, the Company owned 21 industrial properties
containing approximately 2.0 million square feet of GLA in five states. The
properties are generally located in business parks which have convenient access
to interstate highways and air transportation. The median age of the properties
as of December 31, 1999 was approximately 10 years.
The Company classifies its properties into five industrial categories:
Light Industrial, R&D/Flex, Bulk Warehouse, Regional Warehouse and
Manufacturing. While some properties may have characteristics which fall under
more than one property type, the Company has used what it feels is the most
dominating characteristic to categorize the property.
The following table summarizes certain information as of December 31,
1999 with respect to the properties.
<TABLE>
<CAPTION>
PROPERTY SUMMARY
Light Industrial R&D/ FLEX Bulk Warehouse Regional Warehouse Manufacturing
------------------- ----------------- ------------------ ------------------ --------------------
Number of Number of Number of Number of Number of
Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- ----------------- ------- ---------- ------ ---------- ------ ---------- ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chicago, IL 41,780 1 49,730 1 225,000 1 --- --- --- ---
Minneapolis/ St. 51,906 1 --- --- --- --- --- --- 532,927 3
Paul, MN
Grand Rapids, MI 80,000 1 --- --- 384,500 3 --- --- --- ---
Detroit, MI 290,747 4 --- --- --- --- 66,395 1 --- ---
Central
Pennsylvania 49,350 1 --- --- 100,000 1 --- --- --- ---
Milwaukee, WI --- --- 93,705 2 --- --- 39,468 1 --- ---
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Total 513,783 8 143,435 3 709,500 5 105,863 2 532,927 3
========= ===== ========= ===== ========= ===== ========= ===== ========= =====
<CAPTION>
TOTALS
------------------------------------------------------------
AVERAGE GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/99 PORTFOLIO
- ------------------------- ----------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Chicago, IL 316,510 3 100% 16%
Minneapolis/St. Paul, MN 584,833 4 95% 29%
Grand Rapids, MI 464,500 4 100% 23%
Detroit, MI 357,142 5 100% 18%
Central Pennsylvania 149,350 2 100% 7%
Milwaukee, WI 133,173 3 100% 7%
----------- ------------ -------------- -----------
Total or Average 2,005,508 21 99% 100%
=========== ============ ============== ===========
</TABLE>
5
<PAGE> 6
DETAIL PROPERTY LISTING
The following table lists all of the Properties as of December 31, 1999,
none of which were subject to mortgage liens as of such date.
<TABLE>
<CAPTION>
PROPERTY LISTING
LAND
LOCATION YEAR BUILT/ BUILDING AREA OCCUPANCY
BUILDING ADDRESS (CITY/STATE) RENOVATED TYPE (ACRES) GLA AT 12/31/99
- ----------------------------- --------------------- ------------ ---------------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
365 North Avenue Carol Stream, IL 1969 Bulk Warehouse 28.65 225,000 100%
2942 MacArthur Boulevard Northbrook, IL 1979 R&D/Flex 3.12 49,730 100%
3150-3160 MacArthur Boulevard Northbrook, IL 1978 Light Industrial 2.14 41,780 100%
900 Apollo Road Eagan, MN 1970 Manufacturing 39.00 312,265 100%
7316 Aspen Lane North Brooklyn Park, MN 1978 Manufacturing 6.63 97,640 100%
6655 Wedgwood Road Maple Grove, MN 1989 Manufacturing 17.88 123,022 75%
953 Westgate Drive St. Paul, MN 1991 Light Industrial 3.17 51,906 100%
425 Gordon Industrial Court Grand Rapids, MI 1990 Bulk Warehouse 8.77 173,875 100%
2851 Prairie Street Grandville, MI 1989 Bulk Warehouse 5.45 117,251 100%
2945 Walkent Court Grand Rapids, MI 1993 Bulk Warehouse 4.45 93,374 100%
537 76th Street Grand Rapids, MI 1987 Light Industrial 5.26 80,000 100%
2965 Technology Drive Rochester Hills, MI 1995 Reg. Warehouse 4.92 66,395 100%
4177A Varsity Drive Ann Arbor, MI 1993 Light Industrial 2.48 11,050 100%
6515 Cobb Drive Sterling Heights, MI 1984 Light Industrial 2.91 47,597 100%
1451 Lincoln Avenue Madison Heights, MI 1967 Light Industrial 3.92 75,000 100%
4400 Purks Drive Auburn Hills, MI 1987 Light Industrial 13.04 157,100 100%
7195 Grayson Road Harrisburg, PA 1994 Bulk Warehouse 6.02 100,000 100%
5020 Louise Drive Mechanicsburg, PA 1995 Light Industrial 5.06 49,350 100%
N25 W23050 Paul Road Pewaukee, WI 1989 R&D/Flex 4.50 37,765 100%
N25 W23255 Paul Road Pewaukee, WI 1987 R&D/Flex 4.80 55,940 100%
N27 W23293 Roundry Road Pewaukee, WI 1989 Reg. Warehouse 3.64 39,468 100%
----------- ---------
TOTAL 2,005,508 99%
=========== =========
</TABLE>
PROPERTY SALES
During 1999, the Company sold two industrial properties comprising
approximately .4 million square feet of GLA. Gross proceeds from these sales
totaled approximately $11.8 million. The sold industrial properties have the
following characteristics:
<TABLE>
<CAPTION>
METROPOLITAN AREA GLA PROPERTY TYPE SALE DATE
---------------------------- ----------- ------------------------- -----------------------
<S> <C> <C> <C>
Chicago, IL 323,425 Manufacturing August 19, 1999
Minneapolis / St. Paul, MN 75,939 Regional Warehouse December 10, 1999
-----------
399,364
===========
</TABLE>
In accordance with the Guarantee Agreement, the Company replaced the
sold industrial properties with four industrial properties comprising
approximately .2 million square feet of GLA with a net book value of
approximately $10.4 million, which were contributed by the limited partner of
the company (the "Replacement Properties"). The Replacement Properties have the
following characteristics:
<TABLE>
<CAPTION>
OCCUPANCY AT CONTRIBUTION
METROPOLITAN AREA GLA PROPERTY TYPE 12/31/99 DATE
---------------------------- ----------- --------------------- ----------------- --------------------
<S> <C> <C> <C> <C>
Milwaukee, WI 37,765 R&D / Flex 100% August 19, 1999
Milwaukee, WI 55,940 R&D / Flex 100% August 19, 1999
Milwaukee, WI 39,468 Regional Warehouse 100% August 19, 1999
Minneapolis / St. Paul, MN 51,906 Light Industrial 100% December 10, 1999
---------
185,079
=========
</TABLE>
6
<PAGE> 7
TENANT AND LEASE INFORMATION
Many of the Company's leases have an initial term of between three and
five years and provide for periodic rental increases that are either fixed or
based on changes in the Consumer Price Index. Industrial tenants typically have
net or semi-net leases and pay as additional rent their percentage of the
property's operating costs, including the costs of common area maintenance,
property taxes and insurance. As of December 31, 1999, 99% of the GLA of the
Properties was leased.
The following table sets forth, as of December 31, 1999, the annualized
December 1999 base rent, and the total GLA leased, by tenants responsible for
more than one percent of the aggregate annualized December 1999 base rent.
<TABLE>
<CAPTION>
ANNUALIZED BASE RENT
(IN THOUSANDS) GLA
---------------------------- ----------------------------
TENANT AMOUNT % OF TOTAL OCCUPIED % OF TOTAL
- -------------------------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Tamor Corp./Plastics, Inc. $ 890 10.2% 312,265 15.6%
Meyercord Company 863 9.9% 225,000 11.2%
MSX International Engineering 697 8.0% 157,100 7.8%
ITT Corp. 505 5.8% 39,468 2.0%
Underwriters Laboratories 435 5.0% 49,730 2.5%
American Axle & Manufacturing 430 4.9% 66,395 3.3%
General Electric Company 420 4.8% 55,940 2.8%
Nelson Metal Products Corp. 358 4.1% 117,251 5.8%
Belmont Trading Company 328 3.8% 41,780 2.1%
Universal Trim, Inc. 315 3.6% 75,000 3.7%
International Paper Company 285 3.3% 93,374 4.7%
Comtrol Corp. 253 2.9% 35,434 1.8%
NWS Michigan 252 2.9% 113,875 5.7%
Transpak, Inc. 223 2.6% 47,597 2.4%
Espec Corp. 209 2.4% 60,000 3.0%
ITT Educational Services, Inc. 206 2.4% 21,000 1.0%
Crest Engineering Company 185 2.1% 40,040 2.0%
Spectrum, Inc. 173 2.0% 24,693 1.2%
ViTec, Inc. 156 1.8% 16,385 0.8%
St. Thomas Creations 150 1.7% 28,350 1.4%
Kent Electronics 144 1.7% 21,642 1.1%
Blevins, Inc. 140 1.6% 40,000 2.0%
Spartan Stores, Inc. 120 1.4% 40,000 2.0%
TERAMed, Inc. 112 1.3% 15,488 0.8%
Phaidon Press, Inc. 94 1.1% 24,800 1.2%
----------- --------- ---------- --------
TOTAL $ 7,943 91.3% 1,762,607 87.9%
=========== ========= =========== ========
</TABLE>
The following table shows scheduled lease expirations for all leases for
the Company's Properties as of December 31, 1999.
<TABLE>
<CAPTION>
ANNUALIZED PERCENTAGE OF
NUMBER PERCENTAGE BASE RENT UNDER TOTAL ANNUALIZED
YEAR OF OF LEASES GLA OF GLA EXPIRING LEASES BASE RENT
EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING
- ---------------- ----------- ------------ ------------ ----------------- --------------
<S> <C> <C> <C> <C> <C>
2000 10 309,811 15.7% $ 855 9.8%
2001 4 164,801 8.4% 589 6.7%
2002 5 303,300 15.3% 1,224 14.0%
2003 5 339,227 17.2% 1,659 18.9%
2004 9 561,840 28.4% 2,298 26.3%
2005 2 66,395 3.4% 850 9.7%
2006 1 21,000 1.1% 206 2.4%
2007 3 143,951 7.3% 383 4.4%
2008 1 39,468 2.0% 505 5.8%
Thereafter 1 24,693 1.2% 173 2.0%
-------- ------------ --------- ------------ ---------
Total 41 1,974,486 100% $ 8,742 100%
======== ============ ========= ============ =========
</TABLE>
(1) Lease expirations as of December 31, assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 31,022 aggregate square feet.
7
<PAGE> 8
MATERIAL PROPERTIES
At December 31, 1999, three of the Company's Properties (the "Material
Properties") represent ten percent or more of the aggregate book value of the
Properties as of December 31, 1999, or ten percent or more of the aggregate
annualized rental revenues as of December 31, 1999.
The following table shows the occupancy rate and average annual base
rent per square foot for each of the Material Properties for the periods
indicated:
<TABLE>
<CAPTION>
6655 WEDGEWOOD ROAD 365 NORTH AVENUE 900 APOLLO ROAD
MAPLE GROVE, MN CAROL STREAM, IL EAGAN, MN
----------------------- ---------------------- -------------------------
AVERAGE AVERAGE AVERAGE
ANNUAL ANNUAL ANNUAL
OCCUPANCY BASE RENT OCCUPANCY BASE RENT OCCUPANCY BASE RENT
YEAR RATE (1) PER SQ. FT. RATE (1) PER SQ. FT. RATE (1) PER SQ. FT.
<S> <C> <C> <C> <C> <C> <C>
1999............. 75% $7.73 100% $3.83 100% $2.85
1998............. 100% 8.60 100% 3.71 100% 2.45
1997............. 100% 8.60 100% 3.58 100% 2.45
1996............. 100% 8.60 100% 3.79 100% 2.45
1995............. 100% 8.60 100% 4.00 100% 2.45
1994............. 100% 7.63 100% 4.00 (4) (4)
1993............. (2) (2) (3) (3) (4) (4)
</TABLE>
- --------------------
(1) As of December 31 of the year indicated.
(2) The Company acquired this property on September 30, 1994.
Information for periods prior to January 1, 1994, is not available.
(3) The Company acquired this property on November 14, 1994.
Information for periods prior to January 1, 1994, is not available.
(4) The Company acquired this property on March 10, 1995.
Information for periods prior to January 1, 1995, is not available.
The following table sets forth certain information concerning the
tenants and leases in the Material Properties as of December 31, 1999.
<TABLE>
<CAPTION>
ANNUALIZED PRIMARY MAXIMUM
GLA BASE RENT AT LEASE LEASE
NATURE OF OCCUPIED DECEMBER TERM TERM
TENANT BUSINESS (SQ. FT.) 31, 1999 EXPIRATION EXPIRATION
- ---------------------------- ------------------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
6655 WEDGEWOOD ROAD
Comtrol Corporation .......... Communications Equipment 35,434 $253,353 2004 2009
Spectrum, Inc................. Services 24,693 $172,848 2009 2034
TERAMed, Inc.................. Medical Equipment 15,488 $112,288 2004 2004
ViTec, Inc.................... Insurance Carriers 16,385 $155,658 2004 2009
365 NORTH AVENUE
Meyercord Company ............ Commercial Printing 225,000 (1) $862,508 2002 2012
900 APOLLO ROAD
Tamor Corp./Plastics, Inc. ... Plastic Products 312,265 $889,955 2004 2029
</TABLE>
- -----------------------
(1) The tenant has subleased 87,571 sq. ft. of this property to CP&P,
Incorporated, which is a fast food paper and plastic supplier.
PROPERTY MANAGEMENT
The Company's properties are managed by the Operating Partnership, of
which FR is the sole general partner.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings arising in the ordinary
course of business. All such proceedings, taken together, are not expected to
have a material impact on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
8
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial and operating data for the
Company and its Predecessor Businesses (hereinafter defined). The following data
should be read in conjunction with the financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K. "Predecessor Businesses"
include the historical statements of operations of the Properties from the date
of acquisition (or, if the Property was developed, the date placed in service)
by the Operating Partnership or the Pennsylvania Partnership for the period
January 1, 1995 to December 15, 1995.
<TABLE>
<CAPTION>
PREDECESSOR
FIRST INDUSTRIAL SECURITIES, L.P. BUSINESSES
------------------------------------------------------------------------ ----------------
FOR THE PERIOD FOR THE PERIOD
FOR THE FOR THE FOR THE FOR THE AUGUST 14, JANUARY 1,
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 1995 TO 1995 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 15,
1999 1998 1997 1996 1995 1995
------------ ------------ ------------ ------------ -------------- ---------------
(IN THOUSANDS, EXCEPT PROPERTY DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total Revenues ..................... $ 10,772 $ 11,821 $ 11,355 $ 11,516 $ 1,223 $ 8,048
Property Expenses .................. 2,793 3,112 3,311 3,394 269 2,291
Interest Expense ................... -- -- -- -- -- 2,376
Gain On Sale of Real Estate ........ 1,291 -- -- -- -- --
Depreciation and Amortization ...... 1,930 1,913 1,820 1,766 271 1,261
---------- ---------- ---------- ---------- ---------- --------
Net Income ......................... $ 7,340 $ 6,796 $ 6,224 $ 6,356 $ 683 $ 2,120
========== ========== ========== ========== ========== ========
BALANCE SHEET DATA (END OF PERIOD):
Real Estate, Before Accumulated
Depreciation ...................... $ 87,306 $ 80,600 $ 79,491 $ 76,255 $ 75,319
Real Estate, After
Accumulated Depreciation .......... 78,335 73,437 74,106 72,582 73,338
Total Assets ....................... 80,266 77,449 76,822 76,337 75,878
Total Liabilities .................. 2,642 1,322 1,521 1,440 1,110
Partners' Capital .................. $ 77,624 $ 76,127 $ 75,301 $ 74,897 $ 74,768
OTHER DATA (END OF PERIOD):
Total Properties ................... 21 19 19 19 19
Total GLA in sq. ft ................ 2,005,508 2,228,099 2,158,099 2,141,099 2,139,459
Occupancy % ........................ 99% 99% 99% 97% 100%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE> 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with "Selected
Financial Data" and the historical Financial Statements and Notes thereto
appearing elsewhere in this Form 10-K.
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.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998
At December 31, 1999, the Company owned 21 industrial properties
comprising approximately 2.0 million square feet of gross leasable area ("GLA")
compared to 19 industrial properties comprising approximately 2.2 million square
feet of GLA at December 31, 1998. During 1999, the Company sold two industrial
properties comprising approximately .4 million square feet of GLA. During this
same period, the limited partner of the Company contributed four industrial
properties comprising approximately .2 million square feet of GLA.
Total revenues decreased by approximately $1.0 million, or 8.9%, due
primarily to the decrease in 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
decreased by approximately $.3 million or 10.3% due primarily to one of the
properties that is under redevelopment.
Depreciation and amortization remained relatively unchanged.
The $1.3 million gain on sale of properties for the year ended
December 31, 1999 resulted from the sale of two industrial properties. Gross
proceeds from these sales were approximately $11.8 million.
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997
At December 31, 1998 and 1997, the Company owned 19 industrial
properties comprising approximately 2.2 million square feet of GLA.
On February 1, 1998, the Company completed a 70,000 square foot
expansion of an existing industrial property located in Auburn Hills, Michigan.
The cost of the expansion was approximately $2.6 million and was funded with
cash flows from operations and a general and limited partner capital
contribution made in 1997.
Total revenues increased by approximately $.5 million, or 4.1%, due
primarily to an increase in rental income due to an increase in occupancy,
general rent increases and additional rental income from the expansion of one of
the Company's properties that was completed and placed in service on February 1,
1998. Average occupancy for the twelve months ended December 31, 1998 and 1997
was 99% and 94%, respectively.
10
<PAGE> 11
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
decreased by $.2 million or 6.0% due primarily to a decrease in snow removal and
related expenses incurred for properties located in certain of the Company's
metropolitan areas during the year ended December 31, 1998 as compared to the
year ended December 31, 1997.
Depreciation and amortization increased by approximately $.1 million, or
5.1%, due primarily to the additional depreciation related to the expansion of
one of the Company's properties that was completed and placed in service on
February 1, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999 and 1998, the Company had no outstanding
indebtedness.
YEAR ENDED DECEMBER 31, 1999
Net cash provided by operating activities of approximately $7.6 million
for the year ended December 31, 1999 was primarily comprised of net income of
approximately $7.3 million and adjustments for non-cash items of approximately
$.7 million, offset by the net change in operating assets and liabilities of
approximately $.4 million. The adjustments for non-cash items of approximately
$.7 million is comprised of depreciation and amortization of approximately $1.9
million and the effect of straight-lining of rental income of approximately $.1
million, offset by the gain on sales of real estate of approximately $1.3
million.
Net cash provided by investing activities of approximately $7.2 million
for the year ended December 31, 1999 was primarily comprised of approximately
$11.6 million of net proceeds from the sale of real estate and the receipt of
approximately $.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 (approximately $1.8 million) and the development of one of the
Company's properties located in Carol Stream, Illinois (approximately $2.3
million) as well as various other capital improvements (approximately $.6
million).
Net cash used in financing activities of approximately $16.2 million for
the year ended December 31, 1999 consisted of preferred limited partner
distributions totaling approximately $3.9 million and general and limited
partner distributions totaling approximately $13.1 million offset by general and
limited partnership cash contributions totaling approximately $.8 million.
YEAR ENDED DECEMBER 31, 1998
Net cash provided by operating activities of approximately $8.5 million
for the year ended December 31, 1998 was primarily comprised of net income of
approximately $6.8 million and adjustments for non-cash items of approximately
$2.0 million, offset by 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 $1.9 million and a provision for
bad debts of approximately $.1 million, offset by the effect of straight-lining
of rental income.
Net cash used in investing activities of approximately $1.6 million for
the year ended December 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 completed and placed in service on February 1, 1998 and
various other capital improvements.
Net cash used in financing activities of approximately $6.0 million for
the year ended December 31, 1998 consisted of preferred limited partner
distributions totaling approximately $3.9 million and general and limited
partner distributions totaling approximately $2.1 million.
11
<PAGE> 12
YEAR ENDED DECEMBER 31, 1997
Net cash provided by operating activities of approximately $7.6 million
for the year ended December 31, 1997 was primarily comprised of net income of
approximately $6.2 million and adjustments for non-cash items of approximately
$1.4 million. The adjustments for non-cash items are comprised of depreciation
and amortization of approximately $1.8 million, offset by the effect of
straight-lining of rental income of approximately $.4 million.
Net cash used in investing activities of approximately $2.8 million for
the year ended December 31, 1997 was primarily comprised of capital expenditures
related to an expansion of one of the Company's properties located in Grand
Rapids, Michigan that was completed and placed in service on April 1, 1997,
capital expenditures related to the 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.
Net cash used in financing activities of approximately $5.8 million for
the year ended December 31, 1997 consisted of preferred limited partner
distributions of approximately $3.9 million and general and limited partner
distributions totaling approximately $2.3 million, offset by a general and
limited partner cash contribution from Securities Corporation and the Operating
Partnership, respectively, in the amount of approximately $.4 million.
SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information". This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Generally, financial information is required to
be reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. Management views
the Company as a single segment.
SALES OF REAL ESTATE
During the year ended December 31, 1999, the Company sold two industrial
properties comprising approximately .4 million square feet of GLA. Gross
proceeds from the sale were approximately $11.8 million. The gain on sale of
real estate was approximately $1.3 million. In accordance with the guarantee and
payment agreement of the Company dated November 17, 1995, the Company replaced
the sold industrial properties with four industrial properties comprising
approximately .2 million square feet with a net book value of $10.4 million.
These properties were contributed by the limited partner of the Company.
DISTRIBUTIONS/DIVIDENDS AND CONTRIBUTIONS
In 1999, the Company distributed $3.9 million to Securities Corporation
in respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid preferred stock dividends of $3.9 million to FR, in
each case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock. In 1999, the Company paid general and limited partner
distributions to Securities Corporation and the Operating Partnership,
respectively, in the aggregate amount of approximately $13.1 million that were
partially offset by general and limited partner cash contributions from the
Securities Corporation and the Operating Partnership, respectively, in the
aggregate amount of approximately $.8 million. In 1999, the limited partner also
contributed four industrial properties comprising approximately .2 million
square feet of GLA with a net book value of approximately $10.4 million to the
Company.
In 1998, the Company distributed $3.9 million to Securities Corporation
in respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid preferred stock dividends of $3.9 million to FR, in
each case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock. In 1998, the Company paid general and limited partner
distributions to Securities Corporation and the Operating Partnership,
respectively, in the aggregate amount of approximately $2.1 million.
In 1997, the Company distributed $3.9 million to Securities Corporation
in respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid preferred stock dividends of $3.9 million to FR, in
each case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock. In 1997, the Company paid general and limited partner
distributions to Securities Corporation and the Operating Partnership,
respectively, in the aggregate amount of approximately $2.3 million that were
partially offset by a general and limited partner capital contribution from
Securities Corporation and the Operating Partnership, respectively, in the
amount of approximately $.4 million.
12
<PAGE> 13
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 1,650,000 shares of FR's $.01 par
value Series A Cumulative Preferred Stock which is included in restricted cash
on the balance sheet.
INFLATION
Inflation has not had a significant impact on the Company because of
the relatively low inflation rates in the Company's markets of operation. Most
of the Company's leases require the tenants to pay their share of operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation. In addition, many of the leases are for terms
less than five years which may enable the Company to replace existing leases
with new leases at higher base rentals if rents of existing leases are below the
then-existing market rate.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule on
page F-1 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
13
<PAGE> 14
PART III
ITEM 10 AND 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND EXECUTIVE
COMPENSATION
The directors and executive officers of Securities Corporation, the
general partner of the Company are as follows:
Name Age Office
---- --- ------
Michael W. Brennan 43 President, Chief Executive Officer
and Director
Michael J. Havala 40 Chief Financial Officer and Director
Dr. Ronald E. Muller 60 Independent Director
The independent director receives an annual director's fee of $10,000.
No other director or executive officer of Securities Corporation receives any
separate compensation as such.
The following biographical descriptions set forth certain information
with respect to the directors and executive officers of Securities Corporation:
Michael W. Brennan. Mr. Brennan has been President and Chief Executive
Officer and a Director of Securities Corporation since November 1998. Prior to
this, Mr. Brennan was the Chief Operating Officer of Securities Corporation
since its inception. Mr. Brennan has been President, Chief Executive Officer and
a Director of FR since November 1998. From December 1995 to November 1998, Mr.
Brennan was the Chief Operating Officer and a Director of FR and from April 1994
to December 1995, he was Senior Vice President, Asset Management of FR. Between
1988 and 1994, he was a partner of The Shidler Group and the President of the
Brennan/Tomasz/Shidler Investment Corporation and was in charge of asset
management, leasing, project finance, accounting and treasury functions for The
Shidler Group's Chicago operations.
Michael J. Havala. Mr. Havala has been Chief Financial Officer and a
Director of Securities Corporation since its inception and has been the Chief
Financial Officer of FR since April 1994. Between 1989 and 1994 he was Chief
Financial Officer for The Shidler Group's Midwest region with responsibility for
accounting, finance and treasury functions.
Dr. Ronald E. Muller. Dr. Muller has been a Director of Securities
Corporation since May 1999. Since 1990, he has been Chairman, Chief Executive
Officer and a managing partner of REM Capital Corporation, an international
financial advisory, merchant banking and insurance advisory group, having held
the same positions for its predecessor company, DSL Capital Corporation, from
1985 to 1990. From 1979 to 1985, Dr. Muller served as Chief Executive Officer of
the Center for International Technical Cooperation, a provider of integrated
financial, technical and managerial advisory services to U.S. and emerging
market companies and governmental organizations.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Securities Corporation owns a 1% general partner interest and the
preferred limited partner interest in the Company. The Operating Partnership
owns a 99% limited partner interest in the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Properties are managed by the Operating Partnership
pursuant to a property management agreement. Management fees incurred are based
on 3.25% of gross receipts. These fees totaled approximately $.4 million for the
year ended December 31, 1999.
14
<PAGE> 15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS
(1 & 2) See Index to Financial Statements and Financial Statement
Schedule on page F-1 of this Form 10-K
(3) Exhibits:
Exhibit No. Description
----------- -----------
4.1 The Limited Partnership Agreement of First
Industrial Securities, L.P. (incorporated
by reference to Exhibit 4.1 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1995, File No. 33-97014-01)
4.2 Amended and Restated Articles of Incorporation
of First Industrial Securities Corporation
(incorporated by reference to Exhibit 4.2 of the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No.
33-97014-01).
4.3 Articles Supplementary of First Industrial
Securities Corporation (incorporated by
reference to Exhibit 4.3 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1995, File No.
33-97014-01)
4.4 Bylaws of First Industrial Securities Corporation
(incorporated by reference to Exhibit 4.4 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1995, File No. 33-97014-01)
10.1 Guarantee and Payment Agreement (incorporated by
reference to Exhibit 10.1 of the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995, File No. 33-97014-01)
10.2 Agency and Advance Agreement (incorporated
by reference to Exhibit 10.2 of the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No.
33-97014-01)
10.3 Guarantee Agency Agreement (incorporated by
reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1995, File No.
33-97014-01)
10.4 Property Management Agreement (incorporated
by reference to Exhibit 10.4 of the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No.
33-97014-01)
27 * Financial Data Schedule
* Filed herewith.
(b) REPORTS ON FORM 8-K
None.
15
<PAGE> 16
SIGNATURES
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: March 10, 2000 By: /s/ Michael W. Brennan
-------------------------------------
Michael W. Brennan
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 10, 2000 By: /s/ Michael J. Havala
-------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael W. Brennan
- ------------------------------- President, Chief Executive Officer March 10, 2000
Michael W. Brennan and Director
/s/ Michael J. Havala
- -------------------------------- Chief Financial Officer and Director March 10, 2000
Michael J. Havala
/s/ Ronald E. Muller
- --------------------------------
Ronald E. Muller Director March 10, 2000
</TABLE>
16
<PAGE> 17
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 The Limited Partnership Agreement of First Industrial
Securities, L.P. (incorporated by reference to Exhibit 4.1
of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, File No. 33-97014-01)
4.2 Amended and Restated Articles of Incorporation of First
Industrial Securities Corporation (incorporated by reference
to Exhibit 4.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, File No. 33-97014-01).
4.3 Articles Supplementary of First Industrial Securities
Corporation (incorporated by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 33-97014-01)
4.4 Bylaws of First Industrial Securities Corporation (incorporated
by reference to Exhibit 4.4 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, File No.
33-97014-01)
10.1 Guarantee and Payment Agreement (incorporated by reference to
Exhibit 10.1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, File No. 33-97014-01)
10.2 Agency and Advance Agreement (incorporated by reference to
Exhibit 10.2 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 33-97014-01)
10.3 Guarantee Agency Agreement (incorporated by reference to
Exhibit 10.3 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 33-97014-01)
10.4 Property Management Agreement (incorporated by reference to
Exhibit 10.4 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, File No. 33-97014-01)
27 * Financial Data Schedule
* Filed herewith.
17
<PAGE> 18
FIRST INDUSTRIAL SECURITIES, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Accountants........................ F-2
Balance Sheets of First Industrial Securities, L.P.
(the "Company") as of December 31, 1999 and 1998 ........ F-3
Statements of Operations of the Company for the Years
Ended December 31, 1999, 1998 and 1997 .................. F-4
Statements of Changes in Partners' Capital of the
Company for the Years Ended December 31, 1999, 1998
and 1997 ................................................ F-5
Statements of Cash Flows of the Company for the Years
Ended December 31, 1999, 1998 and 1997 .................. F-6
Notes to Financial Statements .......................... F-7
FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants........................ S-1
Schedule III: Real Estate and Accumulated Depreciation.. S-2
F-1
<PAGE> 19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial Securities, L.P.
In our opinion, the accompanying balance sheets and the related statements of
operations, of changes in partners' capital and of cash flows present fairly, in
all material respects, the financial position of First Industrial Securities,
L.P. (the "Company") at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 14, 2000
F-2
<PAGE> 20
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
----------- ------------
ASSETS
<S> <C> <C>
Assets:
Investment in Real Estate:
Land............................................ $ 11,642 $ 11,580
Buildings and Improvements...................... 70,680 69,020
Construction in Progress ....................... 4,984 --
Less: Accumulated Depreciation.................. (8,971) (7,163)
-------- --------
Net Investment in Real Estate............. 78,335 73,437
Cash and Cash Equivalents....................... 63 1,391
Restricted Cash ................................ 64 410
Tenant Accounts Receivable, Net................. 210 38
Deferred Rent Receivable ....................... 761 1,104
Prepaid Expenses and Other Assets, Net.......... 833 1,069
-------- --------
Total Assets ............................. $ 80,266 $ 77,449
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses............ $ 1,998 $ 794
Rents Received in Advance and Security Deposits.. 644 528
-------- --------
Total Liabilities ....................... 2,642 1,322
-------- --------
Commitments and Contingencies...................... -- --
Partners' Capital:
General Partner and Preferred Limited Partner.... 41,612 41,266
Limited Partner.................................. 36,012 34,861
-------- --------
Total Partners' Capital .................. 77,624 76,127
-------- --------
Total Liabilities and Partners' Capital .. $ 80,266 $ 77,449
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 21
FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Year For the Year For the Year
Ended Ended Ended
December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rental Income ............................ $ 8,291 $ 9,057 $ 8,544
Tenant Recoveries and Other Income ....... 2,481 2,764 2,811
------- ------- -------
Total Revenues ..................... 10,772 11,821 11,355
------- ------- -------
Expenses:
Real Estate Taxes ........................ 1,979 2,149 2,213
Repairs and Maintenance .................. 248 304 444
Property Management ...................... 364 407 380
Utilities ................................ 130 107 158
Insurance ................................ 22 32 32
Other .................................... 50 113 84
Depreciation and Other Amortization....... 1,930 1,913 1,820
------- ------- -------
Total Expenses ..................... 4,723 5,025 5,131
------- ------- -------
Income from Operations ..................... 6,049 6,796 6,224
Gain on Sales of Real Estate ............... 1,291 -- --
------- ------- -------
Net Income ................................. $ 7,340 $ 6,796 $ 6,224
======= ======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 22
FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
General
Partner and
Limited Preferred Limited
Total Partner Partner
------- ----------- -----------------
<S> <C> <C> <C>
Balance at December 31, 1996...... $ 74,897 $ 33,643 $ 41,254
Contributions .................. 400 396 4
Distributions .................. (6,220) (2,277) (3,943)
Net Income ..................... 6,224 2,281 3,943
-------- -------- --------
Balance at December 31, 1997...... $ 75,301 $ 34,043 $ 41,258
Distributions .................. (5,970) (2,029) (3,941)
Net Income ..................... 6,796 2,847 3,949
-------- -------- --------
Balance at December 31, 1998...... $ 76,127 $ 34,861 $ 41,266
Contributions .................. 11,127 10,684 443
Distributions .................. (16,970) (12,919) (4,051)
Net Income ..................... 7,340 3,386 3,954
-------- -------- --------
Balance at December 31, 1999 ..... $ 77,624 $ 36,012 $ 41,612
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 23
FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Year For the Year For the Year
Ended Ended Ended
December 31, December 31, December 31,
1999 1998 1997
------------ ------------ -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .......................................................... $ 7,340 $ 6,796 $ 6,224
Adjustments to Reconcile Net Income to Net Cash Provided by Operating
Activities:
Depreciation and Amortization .................................. 1,930 1,913 1,820
Provision for Bad Debts ........................................ (8) 50 --
Gain on Sales of Real Estate ................................... (1,291) -- --
Decrease (Increase) in Deferred Rent Receivable ................ 52 (2) (385)
(Increase) Decrease in Tenant Accounts Receivable .............. (185) 11 469
Increase in Prepaid Expenses and Other Assets .................. (115) (558) (123)
Decrease in Restricted Cash .................................... -- 1 --
(Decrease) Increase in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits ..................................................... (93) 246 (368)
-------- -------- --------
Net Cash Provided by Operating Activities .................. 7,630 8,457 7,637
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate
and Construction in Progress ................................. (4,718) (1,554) (2,787)
Net Proceeds from the Sale of Investment in Real Estate ........ 11,580 -- --
Decrease in Restricted Cash .................................... 346 -- --
-------- -------- --------
Net Cash Provided By (Used In) Investing Activities ............ 7,208 (1,554) (2,787)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions .................................................. (16,970) (5,970) (6,220)
Contributions .................................................. 804 -- 400
-------- -------- --------
Net Cash Used In Financing Activities ...................... (16,166) (5,970) (5,820)
-------- -------- --------
Net (Decrease) Increase in Cash and Cash Equivalents ................ (1,328) 933 (970)
Cash and Cash Equivalents, Beginning of Period ...................... 1,391 458 1,428
-------- -------- --------
Cash and Cash Equivalents, End of Period ............................ $ 63 $ 1,391 $ 458
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 24
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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.
The limited partnership agreement of the Company (the "Limited
Partnership Agreement") and the Guarantee Agreement (herein after defined)
contain covenants generally restricting the Company's activities to the
ownership and operation of the properties and, under certain circumstances,
other industrial properties. These covenants shall cease to have any effect upon
the termination of the Guarantee. Under its Articles of Incorporation,
Securities Corporation's sole purpose will be to act as general partner of the
Company and to pay dividends on its common and preferred stock. These and other
restrictions are intended to assure that even in the event of FR, the Operating
Partnership or other affiliates of FR becoming subject to federal bankruptcy
proceedings, neither Securities Corporation nor the Company nor their assets
will be treated as subject to such bankruptcy proceedings under the doctrine of
substantive consolidation or other doctrines (except to the extent liabilities
are imposed by non-insolvency regulatory statutes on affiliates) and that
activities of FR, the Operating Partnership and other affiliates will not cause
Securities Corporation or the Company to become insolvent or unable to pay their
debts as they mature (including the Guarantee).
2. FORMATION TRANSACTIONS
THE INITIAL CAPITALIZATION
The Company was capitalized with a capital contribution of $1 on August
28, 1995 by Securities Corporation.
THE CONTRIBUTION TRANSACTIONS
On November 17, 1995, FR completed a public offering of 1,500,000 shares
of $.01 par value 9 1/2% Series A Cumulative Preferred Stock at $25.00 per
share, and on December 14, 1995, FR issued 150,000 shares of $.01 par value 9
1/2% Series A Cumulative Preferred Stock for $25.00 per share pursuant to the
underwriters' exercise of their over-allotment option (together the "Series A
Preferred Shares"). The issuance of 1,650,000 Series A Preferred Shares is thus
referred to as the "Offering". Gross proceeds to FR from the Offering were
$41,250. FR contributed to Securities Corporation the gross proceeds from the
Offering in exchange for preferred stock of Securities Corporation, and
Securities Corporation contributed such proceeds to the Company in exchange for
a preferred limited partnership interest in the Company. The Operating
Partnership and First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), a Delaware limited partnership and a subsidiary of the Operating
Partnership, contributed to the Company, in return for limited partnership
interests, 14 properties and 5 properties (described below) on November 17, 1995
and December 14, 1995, respectively, encumbered by liens collateralizing debt
under the 1994 Acquisition Facility (herein after defined). An amount of such
debt equal to the gross proceeds of the Offering was repaid by the Company and
such liens on the properties described below were released.
F-7
<PAGE> 25
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
2. FORMATION TRANSACTIONS, CONTINUED
The Pennsylvania Partnership contributed its limited partnership
interest in the Company to the Operating Partnership. The foregoing is herein
collectively referred to as the "Contribution Transactions". The Company
commenced operations on November 17, 1995.
THE PROPERTIES
Upon consummation of the Offering and the Contribution Transactions
(collectively, the "Formation Transactions"), the Company owned 19 properties
located in four states containing an aggregate of approximately 2.1 million
square feet (unaudited) of gross leasable area ("GLA"). Of the properties:
(a) Four were acquired by the Operating Partnership prior to FR's
initial public offering (the "Initial Offering") in June, 1994;
(b) Two were acquired concurrently with the consummation of the
Initial Offering; and
(c) Thirteen were acquired or developed by either the Operating
Partnership or the Pennsylvania Partnership subsequent to the
Initial Offering.
On April 1, 1997, the Company completed a 17,000 square foot (unaudited)
expansion of an existing industrial property located in Grand Rapids, Michigan.
The cost of the expansion was approximately $252 and was funded with cash flows
from operations.
On February 1, 1998, the Company completed a 70,000 square foot
(unaudited) expansion of an existing industrial property located in Auburn
Hills, Michigan. The cost of the expansion was approximately $2,630 and was
funded with cash flows from operations.
On July 31, 1998, a governmental entity condemned two parcels of land.
The Company received gross proceeds of approximately $108 as consideration for
these parcels of land. The gain is reflected in total revenues.
During 1999, the Company sold two industrial properties comprising
approximately 400,000 square feet (unaudited) of GLA. Gross proceeds from the
sale were approximately $11,800. In accordance with the Guarantee Agreement
(hereinafter defined), the Company replaced the sold industrial properties with
four industrial properties comprising approximately 185,000 square feet
(unaudited) of GLA with a net book value of approximately $10,387, which were
contributed by the limited partner of the Company.
THE GUARANTEE
In connection with the Offering, the Company entered into a Guarantee
and Payment Agreement (the "Guarantee Agreement") pursuant to which the Company
guaranteed the payment of dividends on, and payments on liquidation or
redemption of, the Series A Preferred Shares.
The guarantee was created through the execution of the Guarantee
Agreement between the Company and Securities Corporation, for the benefit of a
guarantee agent. The Guarantee Agreement is administered and enforced for the
benefit of the holders of the Series A Preferred Shares by the guarantee agent.
The guarantee agent may enforce the guarantee directly against the Company only
with the approval of the holders of at least 25% of the outstanding Series A
Preferred Shares. No holder may seek directly to enforce the guarantee.
Under the terms of the Guarantee Agreement, the Company was required to
deposit approximately $414 into a restricted cash escrow account with the
guarantee agent (the "Restricted Escrow"). These funds were set aside to pay for
certain repair and maintenance items of the contributed properties. The balance
of the Restricted Escrow at December 31, 1999 and 1998 is $64 and $410,
respectively, and is included in restricted cash.
F-8
<PAGE> 26
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 December
31, 1999 and 1998, and the reported amounts of revenues and expenses for the
years ended December 31, 1999, 1998 and 1997. Actual results could differ from
those estimates.
SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information". This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Generally, financial information is required to
be reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments. Management views
the Company as a single segment.
REVENUE RECOGNITION
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and are recognized as revenues in the period the
related expenses are incurred by the Company.
The Company evaluates and, if applicable, provides for an allowance for
doubtful accounts against the portion of accounts receivable which is estimated
to be uncollectible. Accounts receivable in the balance sheets is shown net of
an allowance for doubtful accounts of $92 and $100 as of December 31, 1999 and
1998, respectively.
GENERAL AND ADMINISTRATIVE
Expenses incurred related to the operations of the properties are
reflected in property management expense, therefore, there is no allocation of
FR's general and administrative expense.
INVESTMENT IN REAL ESTATE AND DEPRECIATION
Real estate assets are carried at cost. The Company reviews its
properties on a quarterly basis for impairment and provides an allowance if
impairments are determined. First, to determine if impairment may exist, the
Company reviews its properties and identifies those which have had either an
event of change or event of circumstance warranting further assessment of
recoverability. Then, the Company estimates the fair value of those properties
on an individual basis by capitalizing the expected net operating income. Such
amounts are then compared to the property's depreciated cost to determine
whether an impairment exists. For properties management considers held for sale,
the Company ceases depreciating the properties and values the properties at the
lower of depreciated cost or fair value.
Real estate taxes and other directly related expenses incurred during
construction periods are capitalized and depreciated commencing with the date
placed in service, on the same basis as the related assets. Depreciation expense
is computed using the straight-line method based on the following useful lives:
Years
-----
Buildings and Improvements...................... 38 to 40
Land Improvements............................... 15
F-9
<PAGE> 27
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Construction expenditures for tenant improvements, leasehold
improvements and leasing commissions are capitalized and amortized over the
terms of each specific lease, and repairs and maintenance are charged to expense
when incurred. Expenditures for improvements are capitalized.
When assets are sold or retired, their costs and related accumulated
depreciation are removed from the accounts with the resulting gains or losses
reflected in net income or loss.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all cash and liquid investments with
an initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
INCOME TAXES
No federal income taxes are payable by the Company and none have been
provided for in the accompanying financial statements. In accordance with
partnership taxation, each of the partners is responsible for reporting their
share of taxable income or loss.
FAIR VALUE OF FINANCIAL INVESTMENTS
The Company's financial instruments include short-term investments,
tenant accounts receivable, accounts payable and other accrued expenses. The
fair value of these financial instruments was not materially different from
their carrying amount or contract values.
4. RELATED PARTY TRANSACTIONS
The 21 industrial properties owned by the Company are managed by the
Operating Partnership, of which FR is the sole general partner. Management fees
incurred are based on 3.25% of gross receipts. Such fees totaled $364, $407 and
$380 for the years ended December 31, 1999, 1998 and 1997, respectively. At
December 31, 1999 and 1998, there were no accrued management fees due to the
Operating Partnership.
F-10
<PAGE> 28
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5. SALES OF REAL ESTATE
During the year ended December 31, 1999, the Company sold two
industrial properties comprising approximately 400,000 square feet (unaudited)
of GLA. Gross proceeds from the sale were approximately $11,800. The gain on
sale of real estate was approximately $1,291. In accordance with the Guarantee
Agreement, the Company replaced the sold industrial properties with four
industrial properties comprising approximately 185,000 square feet (unaudited)
of GLA with a net book value of approximately $10,387 (see Note 6 and 8).
The following table discloses the results of operations for the years
ended December 31, 1999 and 1998 as if the sales of the two industrial
properties comprising approximately 400,000 square feet (unaudited) of GLA and
the contribution of the four industrial properties comprising approximately
185,000 square feet (unaudited) of GLA had occurred on January 1, 1998. The pro
forma statements are not necessarily indicative of what the Company's results of
operations would have been for the years ended December 31, 1999 and 1998, nor
do they purport to present the future results of operations of the Company.
PRO FORMA
---------
Year Ended Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
Total Revenues................... $ 10,742 $ 11,725
Property Expenses................ (2,654) (2,916)
Depreciation and Amortization.... (1,980) (1,888)
-------- --------
Income from Operations........... $ 6,108 $ 6,921
======== ========
6. PARTNERS' CAPITAL
During 1999, the Company distributed $3,920 to Securities Corporation in
respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid a preferred stock dividend of $3,920 to FR, in each
case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock.
During 1999, the Company paid general and limited partner distributions
to Securities Corporation and the Operating Partnership, respectively, in the
aggregate amount of approximately $13,050 that were partially offset by general
and limited partner cash contributions from Securities Corporation and the
Operating Partnership, respectively, in the aggregate amount of approximately
$804.
During 1999, the limited partner contributed four industrial properties
comprising approximately 185,000 square feet (unaudited) of GLA with a net book
value of $10,387 to the Company.
During 1998, the Company distributed $3,920 to Securities Corporation in
respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid a preferred stock dividend of $3,920 to FR, in each
case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock.
During 1998, the Company paid general and limited partner distributions
to Securities Corporation and the Operating Partnership, respectively, in the
aggregate amount of $2,050.
During 1997, the Company distributed $3,920 to Securities Corporation in
respect of its preferred limited partnership interest in the Company, and
Securities Corporation paid a preferred stock dividend of $3,920 to FR, in each
case, the amount equal to the aggregate dividend payable on FR's Series A
Preferred Stock.
During 1997, the Company paid general and limited partner distributions
to Securities Corporation and the Operating Partnership, respectively, in the
aggregate amount of $2,300.
During 1997, the Company received a pro rata general and limited partner
cash contribution from Securities Corporation and the Operating Partnership,
respectively, in the aggregate amount of $400.
F-11
<PAGE> 29
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
7. FUTURE RENTAL REVENUES
The Company's properties are leased to tenants under net and semi-net
operating leases. Minimum lease payments receivable, excluding tenant
reimbursements of expenses, under noncancelable operating leases in effect as of
December 31, 1999 are approximately as follows:
2000 $ 8,604
2001 7,921
2002 6,931
2003 5,531
2004 2,923
Thereafter 4,335
----------
Total $ 36,245
==========
Three of the Company's properties represent ten percent or more of the
aggregate book value of the assets as of December 31, 1999, or ten percent or
more of the Company's aggregate rental revenues as of December 31, 1999.
8. 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 four industrial
properties comprising approximately 185,000 square feet (unaudited) of GLA from
the limited partner.
Year Ended
December 31, 1999
-----------------
Land.......................................... $ 1,665
Building...................................... 10,025
Accumulated Depreciation...................... (1,303)
Deferred Rent Receivable...................... 40
Tenant Accounts Receivable.................... (21)
Other Assets, Net............................. 17
Accounts Payable and Accrued Expenses......... (100)
Limited Partner Contribution.................. (10,323)
--------
$ ---
========
9. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in legal
actions arising from the ownership of their properties. In management's opinion,
the liabilities, if any, that may ultimately result from such legal actions are
not expected to have a material adverse effect on the financial position,
results of operations or liquidity of the Company.
One property has a lease granting the tenant the option to purchase the
property. Such option is exercisable prior to January 31, 2007 at a fixed
purchased price which is in excess of the property's depreciated cost. The
Company has no notice of any exercise of any tenant purchase option.
F-12
<PAGE> 30
FIRST INDUSTRIAL SECURITIES, L.P.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
10. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
FIRST INDUSTRIAL SECURITIES, L.P.
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
---------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
Revenues......................... $ 2,730 $ 2,749 $ 2,532 $ 2,761
Property Expenses................ (848) (809) (809) (327)
Depreciation and Amortization.... (473) (422) (560) (475)
Gain on Sales of Real Estate..... --- --- 926 365
---------------- ------------------ ---------------- ------------------
Net Income....................... $ 1,409 $ 1,518 $ 2,089 $ 2,324
================ ================== ================ ==================
<CAPTION>
FIRST INDUSTRIAL SECURITIES, L.P.
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH-QUARTER
---------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
Revenues ........................ $ 3,030 $ 3,209 $ 3,054 $ 2,528
Property Expenses................ (790) (824) (821) (677)
Depreciation and Amortization.... (462) (469) (482) (500)
---------------- ------------------ ---------------- ------------------
Net Income....................... $ 1,778 $ 1,916 $ 1,751 $ 1,351
================ ================== ================ ==================
</TABLE>
F-13
<PAGE> 31
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial Securities, L.P.
Our report on the financial statements of First Industrial Securities, L.P. is
included on page F-2 of this Form 10-K. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the Index to Financial Statements and Financial Statement
Schedule on page F-1 of this Form 10-K. In our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 14, 2000
S-1
<PAGE> 32
FIRST INDUSTRIAL SECURITIES, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COSTS
CAPITALIZED GROSS AMOUNT CARRIED
SUBSEQUENT TO AT CLOSE OF PERIOD(12/31/99)(c)
INITIAL COST (a) ACQUISITION -------------------------------
LOCATION ------------------- OR BUILDING AND
BUILDING ADDRESS (CITY/STATE) LAND BUILDINGS COMPLETION LAND IMPROVEMENTS TOTAL
---------------- --------------- ------- --------- ------------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
365 North Avenue Carol Stream, IL $ 1,208 $ 6,961 $ 81 $ 1,208 $ 7,042 $ 8,250
2942 MacArthur Boulevard Northbrook, IL 315 1,803 256 315 2,059 2,374
3150-3160 MacArthur Boulevard Northbrook, IL 439 2,518 111 439 2,629 3,068
900 Apollo Road Eagan, MN 1,029 5,855 1,126 1,029 6,981 8,010
7316 Aspen Lane North Brooklyn Park, MN 368 2,156 400 368 2,556 2,924
6655 Wedgewood Road Maple Grove, MN 1,466 8,342 143 1,466 8,485 9,951
953 Westgate Drive St. Paul, MN 193 1,181 -- 193 1,181 1,374
425 Gordon Industrial Court Grand Rapids, MI 611 3,747 1,330 644 5,044 5,688
2851 Prairie Street Grandville, MI 377 2,778 241 445 2,951 3,396
2945 Walkent Court Grand Rapids, MI 310 2,074 296 352 2,328 2,680
537 76th Street Grand Rapids, MI 255 1,456 330 255 1,786 2,041
2965 Technology Drive Rochester Hills, MI 964 2,277 111 964 2,388 3,352
4177A Varsity Drive Ann Arbor, MI 90 536 79 90 615 705
6515 Cobb Drive Sterling Heights, MI 305 1,753 177 305 1,930 2,235
1451 Lincoln Avenue Madison Heights, MI 299 1,703 440 305 2,137 2,442
4400 Purks Drive Auburn Hills, MI 602 3,410 2,687 612 6,087 6,699
7195 Grayson Harrisburg, PA 478 2,771 80 478 2,851 3,329
5020 Louise Drive Mechanisburg, PA 707 -- 2,782 716 2,773 3,489
N25 W23050 Paul Road Pewaukee, WI 475 2,741 -- 475 2,741 3,216
N25 W23255 Paul Road Pewaukee, WI 571 3,278 -- 571 3,278 3,849
N27 W23293 Roundry Road Pewaukee, WI 412 2,838 -- 412 2,838 3,250
------- ------- ------- ------- ------- -------
$11,474 $60,178 $10,670 $11,642 $70,680 $82,322(d)
======= ======= ======= ======= ======= =======
<CAPTION>
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
12/31/99 RENOVATED LIVES (YEARS)
----------- ---------- -------------
<S> <C> <C> <C>
365 North Avenue $ 924 1969 (b)
2942 MacArthur Boulevard 309 1979 (b)
3150-3160 MacArthur Boulevard 368 1978 (b)
900 Apollo Road 749 1970 (b)
7316 Aspen Lane North 291 1978 (b)
6655 Wedgewood Road 1,032 1989 (b)
953 Westgate Drive 165 1991 (b)
425 Gordon Industrial Court 682 1990 (b)
2851 Prairie Street 425 1989 (b)
2945 Walkent Court 335 1993 (b)
537 76th Street 240 1987 (b)
2965 Technology Drive 291 1995 (b)
4177A Varsity Drive 130 1993 (b)
6515 Cobb Drive 242 1984 (b)
1451 Lincoln Avenue 313 1967 (b)
4400 Purks Drive 504 1987 (b)
7195 Grayson 361 1994 (b)
5020 Louise Drive 396 1995 (b)
N25 W23050 Paul Road 376 1989 (b)
N25 W23255 Paul Road 450 1987 (b)
N27 W23293 Roundry Road 388 1989 (b)
--------
$ 8,971
========
</TABLE>
NOTES:
(a) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(b) Depreciation is computed based upon the following estimated lives:
Buildings and Improvements 38 to 40 years
Tenant Improvements and Leasehold Improvements Life of lease
Land Improvements 15 years
(c) At December 31, 1999, aggregate cost of land, buildings and
improvements for federal income tax purposes was approximately $82.3
million (excluding Construction in Progress).
(d) Excludes $4,984 of Construction in Progress.
These properties are owned by the Securities Partnership. The Securities
Partnership guarantees the payment of the Series A Cumulative Preferred
Stock dividends and amounts upon redemption, liquidation, dissoluton or
winding - up.
S-2
<PAGE> 33
FIRST INDUSTRIAL SECURITIES, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 1999
(Dollars in thousands)
The changes in total real estate assets for the years ended December 31,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
First Industrial Securities, L.P.
-----------------------------------
1999 1998
-------------- ------------
<S> <C> <C>
Balance, Beginning of Year ................ $ 80,600 $ 79,491
Construction Costs and Improvements ....... 982 1,155
Properties Contributed .................... 11,690 --
Properties Sold ........................... (10,950) (46)
-------- --------
Balance, End of Year ...................... $ 82,322 $ 80,600
======== ========
</TABLE>
The changes in accumulated depreciation for the years ended December 31,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
First Industrial Securities, L.P.
-----------------------------------
1999 1998
-------------- ------------
<S> <C> <C>
Balance, Beginning of Year................. $ 7,163 $5,385
Properties Contributed..................... 1,303 --
Properties Sold............................ (1,199) --
Depreciation for Year...................... 1,704 1,778
------- ------
Balance, End of Year....................... $ 8,971 $7,163
======= ======
</TABLE>
S-3
<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 year ended
December 31, 1999 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 63
<SECURITIES> 0
<RECEIVABLES> 302
<ALLOWANCES> (92)
<INVENTORY> 0
<CURRENT-ASSETS> 273
<PP&E> 87,306
<DEPRECIATION> (8,971)
<TOTAL-ASSETS> 80,266
<CURRENT-LIABILITIES> 1,998
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 77,624
<TOTAL-LIABILITY-AND-EQUITY> 80,266
<SALES> 0
<TOTAL-REVENUES> 10,772
<CGS> 0
<TOTAL-COSTS> (2,793)
<OTHER-EXPENSES> (1,930)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,340
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,340
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,340
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
