<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 MARCH 31, 2000
INDEX
PART I: FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets of First Industrial Securities, L.P. as of
March 31, 2000 and December 31, 1999................................. 2
Statements of Operations of First Industrial Securities, L.P.
for the Three Months Ended March 31, 2000 and March 31, 1999......... 3
Statements of Cash Flows of First Industrial Securities, L.P.
for the Three Months Ended March 31, 2000 and March 31, 1999......... 4
Notes to Financial Statements........................................ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 6-8
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 8
PART II: OTHER INFORMATION
Item 1. Legal Proceedings............................................ 9
Item 2. Changes in Securities........................................ 9
Item 3. Defaults Upon Senior Securities.............................. 9
Item 4. Submission of Matters to a Vote of Security Holders.......... 9
Item 5. Other Information............................................ 9
Item 6. Exhibits and Reports on Form 8-K............................. 9
SIGNATURE.................................................................. 10
EXHIBIT INDEX.............................................................. 11
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL SECURITIES, L.P.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
March 31, December 31,
2000 1999
---------- ------------
ASSETS
Assets:
Investment in Real Estate:
Land........................................... $ 11,642 $ 11,642
Buildings and Improvements .................... 70,680 70,680
Construction in Progress....................... 5,139 4,984
Less: Accumulated Depreciation................. (9,446) (8,971)
-------- --------
Net Investment in Real Estate............ 78,015 78,335
Cash and Cash Equivalents........................ 301 63
Restricted Cash.................................. 65 64
Tenant Accounts Receivable, Net.................. 386 210
Deferred Rent Receivable......................... 769 761
Prepaid Expenses and Other Assets, Net........... 764 833
-------- --------
Total Assets............................. $ 80,300 $ 80,266
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable and Accrued Expenses............ $ 2,465 $ 1,998
Rents Received in Advance and Security Deposits.. 658 644
-------- --------
Total Liabilities........................ 3,123 2,642
-------- --------
Commitments and Contingencies..................... --- ---
Partners' Capital:
General Partner and Preferred Limited Partner.... 41,608 41,612
Limited Partner.................................. 35,569 36,012
-------- --------
Total Partners' Capital.................. 77,177 77,624
-------- --------
Total Liabilities and Partners' Capital.. $ 80,300 $ 80,266
======== ========
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)
Three Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
---------------- ----------------
Revenues:
Rental Income................................. $ 2,211 $ 2,058
Tenant Recoveries and Other Income............ 772 672
--------- --------
Total Revenues........................... 2,983 2,730
--------- --------
Expenses:
Real Estate Taxes............................ 585 580
Repairs and Maintenance...................... 80 110
Property Management.......................... 95 86
Utilities.................................... 29 46
Insurance.................................... 4 8
Other........................................ 25 18
Depreciation and Amortization................ 532 473
--------- --------
Total Expenses........................... 1,350 1,321
--------- --------
Net Income...................................... $ 1,633 $ 1,409
========= ========
The accompanying notes are an integral part of the financial statements.
3
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FIRST INDUSTRIAL SECURITIES, L.P.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................. $ 1,633 $ 1,409
Adjustments to Reconcile Net Income to Net Cash Provided
By Operating Activities:
Depreciation and Amortization............................. 532 473
Increase in Tenant Accounts Receivable................... (176) (27)
Increase in Deferred Rent Receivable..................... (8) (61)
Decrease in Prepaid Expenses and Other Assets, Net........ 12 238
Increase in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits.......... 511 77
Increase in Restricted Cash............................... (1) ---
------- -------
Net Cash Provided by Operating Activities.............. 2,503 2,109
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate and
Construction in Progress................................. (185) (813)
------- -------
Net Cash Used In Investing Activities.................. (185) (813)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions............................................. (2,080) (1,980)
------- -------
Net Cash Used In Financing Activities ................. (2,080) (1,980)
------- -------
Net Increase (Decrease) in Cash and Cash Equivalents....... 238 (684)
Cash and Cash Equivalents, Beginning of Period.............. 63 1,391
------- -------
Cash and Cash Equivalents, End of Period.................... $ 301 $ 707
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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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 and the reported
amounts of revenues and expenses. Actual results could differ from those
estimates.
In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Company as of March 31, 2000 and the results of its operations and its cash
flows for each of the three months ended March 31, 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 $95 and $86 for the three months ended March 31, 2000 and 1999,
respectively.
4. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in legal actions
arising from the ownership of its properties. In management's opinion, the
liabilities, if any, that may ultimately result from such legal actions are not
expected to have a materially adverse effect on the financial position,
operations or liquidity of the Company.
The Company has committed to the redevelopment of one of its properties
located in Maple Grove, Minnesota and the development of one of its properties
located in Carol Stream, Illinois. The Company expects to fund these costs with
cash flows from operations and capital contributions.
5. PARTNERS' CAPITAL
During the three months ended March 31, 2000, the Company paid pro rata
general and limited partner distributions to Securities Corporation and the
Operating Partnership, respectively, in the aggregate amount of $1,100.
During the three months ended March 31, 2000, the Company distributed
$980 to Securities Corporation in respect of its preferred limited partnership
interest in the Company, and Securities Corporation paid a preferred stock
dividend of $980 to FR, the amount equal to the aggregate dividend payable on
FR's 9.5%, $.01 par value, Series A Cumulative Preferred Stock.
5
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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 March 31, 2000, the Company owned 21 properties with approximately 2.0
million square feet of gross leasable area ("GLA") compared to 19 properties
comprising approximately 2.2 million square feet of GLA at March 31, 1999.
During the period April 1, 1999 through March 31, 2000, the Company sold two
properties comprising approximately .4 million square feet of GLA. During the
same period, the limited partner of the Company contributed four properties
comprising approximately .2 million square feet of GLA.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2000 TO THREE MONTHS ENDED
MARCH 31, 1999
Total revenues increased by approximately $.3 million, or 9.3%, due
primarily to an increase in occupancy. Average occupancy for the three months
ended March 31, 2000 and 1999 was 96.8% and 94.1%, respectively.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
remained relatively unchanged.
Depreciation and amortization increased by approximately $.1 million or
12.5%, due primarily to tenant improvements incurred subsequent to December 31,
1998.
6
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LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED MARCH 31, 2000
Net cash provided by operating activities of approximately $2.5 million for
the three months ended March 31, 2000 was primarily comprised of net income of
approximately $1.6 million, adjustments for non-cash items of approximately $.5
million and the net change in operating assets and liabilities of approximately
$.4 million. The adjustments for non-cash items of approximately $.5 million are
primarily comprised of depreciation and amortization.
Net cash used in investing activities of approximately $.2 million for the
three months ended March 31, 2000 was primarily comprised of construction
expenditures related to the redevelopment and development of two of the
Company's properties.
Net cash used in financing activities of approximately $2.1 million for the
three months ended March 31, 2000 consisted of a preferred limited partner
distribution of approximately $1.0 million and general and limited partner
distributions totaling, in the aggregate, approximately $1.1 million.
THREE MONTHS ENDED MARCH 31, 1999
Net cash provided by operating activities of approximately $2.1 million for
the three months ended March 31, 1999 was primarily comprised of net income of
approximately $1.4 million and adjustments for non-cash items of approximately
$.4 million, and the net change in operating assets and liabilities of
approximately $.3 million. The adjustments for non-cash items of approximately
$.4 million are comprised of depreciation and amortization of approximately $.5
million, offset by the effect of straight-lining of rental income of
approximately $.1 million.
Net cash used in investing activities of approximately $.8 million for the
three months ended March 31, 1999 was primarily comprised of capital
expenditures related to the redevelopment of one of the Company's properties
located in Maple Grove, Minnesota (approximately $.2 million) and the
development of one of the Company's properties located in Carol Stream, Illinois
(approximately $.2 million) as well as various other capital improvements
(approximately $.4 million).
Net cash used in financing activities of approximately $2.0 million for the
three months ended March 31, 1999 consisted of a preferred limited partner
distribution of approximately $1.0 million and a general and limited partner
distribution of approximately $1.0 million.
DISTRIBUTIONS/DIVIDENDS
During the three months ended March 31, 2000, the Company paid pro rata
general and limited partner distributions to Securities Corporation and the
Operating Partnership, respectively, in the aggregate amount of $1.1 million.
During the three months ended March 31, 2000, the Company distributed $1.0
million to Securities Corporation in respect of its preferred limited
partnership interest in the Company, and Securities Corporation paid a preferred
stock dividend of $1.0 million to FR, the amount equal to the aggregate dividend
payable on FR's 9.5%, $.01 par value, Series A Cumulative Preferred Stock (the
"Series A Preferred Stock").
7
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SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Company has considered its short-term (one year or less) liquidity
needs and the adequacy of its estimated cash flow from operations and other
expected liquidity sources to meet these needs. The Company believes that its
principal short-term liquidity needs are to fund normal recurring expenses and
to pay the quarterly preferred limited partnership distribution. The Company
anticipates that these needs will be met with cash flows provided by operating
activities.
The Company expects to fund its long-term (greater than one year) liquidity
requirements for non-recurring capital improvements, property redevelopments and
property developments with its cash flow from operations, capital contributions
and, in part, with a deferred maintenance escrow established in connection with
the issuance of FR's Series A Preferred Stock which is included in restricted
cash on the balance sheet.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
8
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
----------- -----------
27* Financial Data Schedule
* Filed herewith
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL SECURITIES, L.P.,
BY: FIRST INDUSTRIAL SECURITIES CORPORATION,
ITS SOLE GENERAL PARTNER
Date: May 11, 2000 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
10
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27* Financial Data Schedule
* Filed herewith
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL SECURITIES, L.P. FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 301
<SECURITIES> 0
<RECEIVABLES> 478
<ALLOWANCES> (92)
<INVENTORY> 0
<CURRENT-ASSETS> 687
<PP&E> 87,461
<DEPRECIATION> (9,446)
<TOTAL-ASSETS> 80,300
<CURRENT-LIABILITIES> 2,465
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 77,177
<TOTAL-LIABILITY-AND-EQUITY> 80,300
<SALES> 0
<TOTAL-REVENUES> 2,983
<CGS> 0
<TOTAL-COSTS> (818)
<OTHER-EXPENSES> (532)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,633
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,633
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,633
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
