<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 JUNE 30, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
------------------
Commission File Number 333-21873
------------------
FIRST INDUSTRIAL, L.P.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3924586
(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 [ ]
<PAGE> 2
FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1999
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998.......................... 2
Consolidated Statements of Operations for the Six Months Ended June 30, 1999
and June 30, 1998.............................................................................. 3
Consolidated Statements of Operations for the Three Months Ended June 30, 1999
and June 30, 1998.............................................................................. 4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999
and June 30, 1998.............................................................................. 5
Notes to Consolidated Financial Statements .................................................... 6-14
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................... 15-23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.............................. 23
PART II: OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 24
Item 2. Changes in Securities................................................................... 24
Item 3. Defaults Upon Senior Securities......................................................... 24
Item 4. Submission of Matters to a Vote of Security Holders..................................... 24
Item 5. Other Information....................................................................... 24
Item 6. Exhibits and Report on Form 8-K......................................................... 24
SIGNATURE........................................................................................... 25
EXHIBIT INDEX....................................................................................... 26
</TABLE>
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:
Land .......................................... $ 318,819 $ 323,363
Buildings and Improvements .................... 1,779,826 1,794,611
Furniture, Fixtures and Equipment ............. 1,353 1,353
Construction in Progress ...................... 28,777 14,138
Less: Accumulated Depreciation ................ (165,703) (145,435)
------------ ------------
Net Investment in Real Estate ............... 1,963,072 1,988,030
Investment in Other Real Estate Partnerships ..... 385,138 368,364
Cash and Cash Equivalents ........................ 715 13,946
Restricted Cash .................................. 35,597 7,680
Tenant Accounts Receivable, Net .................. 12,094 9,755
Investment in Joint Venture ...................... 5,117 4,458
Deferred Rent Receivable ......................... 12,842 11,150
Deferred Financing Costs, Net .................... 10,303 10,458
Prepaid Expenses and Other Assets, Net ........... 56,017 56,820
------------ ------------
Total Assets ................................ $ 2,480,895 $ 2,470,661
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ...................... $ 65,199 $ 66,065
Senior Unsecured Debt, Net ....................... 948,641 948,595
Acquisition Facility Payable ..................... 158,100 134,800
Accounts Payable and Accrued Expenses ............ 60,472 68,198
Rents Received in Advance and Security Deposits... 18,148 16,363
Distributions Payable ............................ 27,157 27,081
------------ ------------
Total Liabilities ........................... 1,277,717 1,261,102
------------ ------------
Commitments and Contingencies ....................... -- --
Partners' Capital:
General Partner Preferred Units ................. 336,990 336,990
General Partner Units ........................... 686,666 689,923
Unamortized Value of General Partnership
Restricted Units .............................. (4,627) (3,312)
Limited Partners' Units .......................... 184,149 185,958
------------ ------------
Total Partners' Capital ................... 1,203,178 1,209,559
------------ ------------
Total Liabilities and Partners' Capital.... $ 2,480,895 $ 2,470,661
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Revenues:
Rental Income ............................................ $ 126,806 $ 110,730
Tenant Recoveries and Other Income ....................... 33,241 25,608
------------ ------------
Total Revenues ................................. 160,047 136,338
------------ ------------
Expenses:
Real Estate Taxes ........................................ 25,621 22,668
Repairs and Maintenance .................................. 8,789 6,514
Property Management ...................................... 4,706 5,436
Utilities ................................................ 3,945 3,639
Insurance ................................................ 360 381
Other .................................................... 1,793 1,922
General and Administrative ............................... 6,456 5,982
Interest ................................................. 38,775 30,594
Amortization of Deferred Financing Costs ................. 570 369
Depreciation and Other Amortization ...................... 29,163 25,525
------------ ------------
Total Expenses ................................ 120,178 103,030
------------ ------------
Income from Operations Before Equity in Income of Other Real
Estate Partnerships and Equity in Income of Joint
Venture ................................................. 39,869 33,308
Equity in Income of Other Real Estate Partnerships .......... 12,929 14,046
Equity in Income of Joint Venture ........................... 246 --
------------ ------------
Income from Operations ...................................... 53,044 47,354
Gain on Sales of Real Estate ................................ 8,395 93
------------ ------------
Income Before Cumulative Effect of Change in Accounting
Principle ............................................... 61,439 47,447
Cumulative Effect of Change in Accounting Principle ......... -- (719)
------------ ------------
Net Income .................................................. 61,439 46,728
Less: Preferred Unit Distributions ......................... (14,462) (12,228)
------------ ------------
Net Income Available to Unitholders ......................... $ 46,977 $ 34,500
============ ============
Net Income Available to Unitholders Before Cumulative Effect
of Change in Accounting Principle per Weighted Average
Unit Outstanding:
Basic ............................................ $ 1.04 $ .81
============ ============
Diluted .......................................... $ 1.04 $ .81
============ ============
Net Income Available to Unitholders per Weighted Average Unit
Outstanding:
Basic ............................................ $ 1.04 $ .80
============ ============
Diluted .......................................... $ 1.04 $ .79
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Revenues:
Rental Income ......................................................... $ 62,555 $ 59,396
Tenant Recoveries and Other Income .................................... 16,534 13,864
---------- ----------
Total Revenues .............................................. 79,089 73,260
---------- ----------
Expenses:
Real Estate Taxes ..................................................... 12,573 11,860
Repairs and Maintenance ............................................... 3,720 3,535
Property Management ................................................... 2,326 2,951
Utilities ............................................................. 1,749 1,695
Insurance ............................................................. 167 202
Other ................................................................. 898 1,070
General and Administrative ............................................ 3,361 3,363
Interest .............................................................. 19,457 16,525
Amortization of Deferred Financing Costs .............................. 322 208
Depreciation and Other Amortization ................................... 14,571 13,908
---------- ----------
Total Expenses ............................................. 59,144 55,317
---------- ----------
Income from Operations Before Equity in Income of Other Real Estate
Partnerships and Equity in Income of Joint Venture ..................... 19,945 17,943
Equity in Income of Other Real Estate Partnerships ....................... 6,521 5,289
Equity in Income of Joint Venture ....................................... 120 --
---------- ----------
Income from Operations ................................................... 26,586 23,232
Gain on Sales of Real Estate ............................................. 6,850 50
---------- ----------
Income Before Cumulative Effect of Change in Accounting Principle ........ 33,436 23,282
Cumulative Effect of Change in Accounting Principle ...................... -- (719)
---------- ----------
Net Income ............................................................... 33,436 22,563
Less: Preferred Unit Distributions ....................................... (7,231) (7,230)
---------- ----------
Net Income Available to Unitholders ...................................... $ 26,205 $ 15,333
========== ==========
Net Income Available to Unitholders Before Cumulative Effect of Change in
Accounting Principle per Weighted Average Unit Outstanding:
Basic ...................................................... $ .58 $ .36
========== ==========
Diluted .................................................... $ .58 $ .36
========== ==========
Net Income Available to Unitholders per Weighted Average Unit Outstanding:
Basic ...................................................... $ .58 $ .35
========== ==========
Diluted .................................................... $ .58 $ .35
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 1999 June 30, 1998
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................. $ 61,439 $ 46,728
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation .............................................. 26,574 23,140
Amortization of Deferred Financing Costs .................. 570 369
Other Amortization ........................................ 2,744 2,759
Equity in Income of Joint Venture ......................... (246) --
Equity in Income of Other Real Estate Partnerships ........ (12,929) (14,046)
Gain on Sales of Real Estate .............................. (8,395) (93)
Cumulative Effect of Change in Accounting Principle ....... -- 719
Provision for Bad Debts ................................... -- 297
Increase in Tenant Accounts Receivable and
Prepaid Expenses and Other Assets ...................... (5,592) (11,760)
Increase in Deferred Rent Receivable ...................... (2,288) (1,862)
Decrease in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits ....... (5,188) (155)
------------ ------------
Net Cash Provided by Operating Activities .............. 56,689 46,096
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to Investment in Real Estate
and Closing Costs of Sales of Investment in
Real Estate ............................................ (67,701) (379,849)
Contributions to Investment in Other Real Estate
Partnerships ........................................... (39,507) (58,858)
Distributions from Investment in Other Real Estate
Partnerships ........................................... 35,662 10,707
Contributions to and Investments in Joint Venture ....... (778) --
Distributions from Joint Venture ........................ 365 --
Proceeds from Sales of Investment in Real Estate ........ 76,567 7,117
Repayment of Mortgage Loans Receivable .................. 199 1,007
Increase in Restricted Cash ............................. (27,917) --
------------ ------------
Net Cash Used in Investing Activities ................. (23,110) (419,876)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ....................................... 59 35,334
Unit Distributions ....................................... (54,227) (44,502)
Preferred Unit Contributions ............................. -- 192,700
Preferred Unit Distributions ............................. (14,462) (12,229)
Repayments on Mortgage Loans Payable ..................... (829) (723)
Proceeds from Acquisition Facilities Payable ............. 56,600 411,200
Repayments on Acquisition Facilities Payable ............. (33,300) (310,500)
Proceeds from Senior Unsecured Debt ...................... -- 99,753
Other Proceeds from Senior Unsecured Debt ................ -- 2,760
Other Costs of Senior Unsecured Debt .................... -- (2,565)
Debt Issuance Costs and Prepayment Fees .................. (651) (1,730)
------------ ------------
Net Cash(Used in) Provided by Financing Activities .... (46,810) 369,498
------------ ------------
Net Decrease in Cash and Cash Equivalents................. (13,231) (4,282)
Cash and Cash Equivalents, Beginning of Period ........... 13,946 4,995
------------ ------------
Cash and Cash Equivalents, End of Period ................. $ 715 $ 713
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
1. ORGANIZATION AND FORMATION OF COMPANY
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner of the Operating Partnership is First Industrial Realty Trust,
Inc. (the "Company") with an approximate 84.1% ownership interest at June 30,
1999. The Company also owns preferred units with an aggregate liquidation
priority of $350,000. The Company is a real estate investment trust (REIT) as
defined in the Internal Revenue Code. The Company's operations are conducted
primarily through the Operating Partnership. The limited partners of the
Operating Partnership own approximately a 15.9% aggregate ownership interest at
June 30, 1999.
The Operating Partnership is the sole member of limited liability
companies (the "L.L.C.s"), owns a 95% economic interest in FR Development
Services, Inc. as well as a 99% limited partnership interest (subject in one
case, as described below, to a preferred limited partnership interest) in each
of eight limited partnerships (together, the "Other Real Estate Partnerships").
The Operating Partnership, through wholly owned limited liability companies in
which it is the sole member, also owns a 10% equity interest in and provides
asset and property management services to a joint venture which invests in
industrial properties (the "September 1998 Joint Venture").
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest in the Other
Real Estate Partnership for which it acts as a general partner. Each general
partner of the Other Real Estate Partnerships is a wholly owned subsidiary of
the Company. First Industrial Securities Corporation, the general partner of one
of the Other Real Estate Partnerships (First Industrial Securities, L.P.), also
owns a preferred limited partnership interest in the First Industrial Securities
L.P. which entitles it to receive a fixed quarterly distribution, and results in
it being allocated income in the same amount, equal to the fixed quarterly
dividend the Company pays on its 9.5%, $.01 par value, Series A Cumulative
Preferred Stock.
The consolidated financial statements of the Operating Partnership report
the L.L.C.s and FR Development Services, Inc. on a consolidated basis
(hereinafter defined as the "Consolidated Operating Partnership") and the Other
Real Estate Partnerships and the September 1998 Joint Venture are accounted for
under the equity method of accounting. The minority ownership interest in FR
Development Services, Inc. is not reflected in the consolidated financial
statements due to its immateriality. As of June 30, 1999, the Consolidated
Operating Partnership owned 865 in-service properties containing an aggregate of
approximately 55.6 million square feet of gross leasable area ("GLA"). On a
combined basis, as of June 30, 1999, the Other Real Estate Partnerships owned
103 in-service properties containing an aggregate of approximately 11.9 million
square feet of GLA.
Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and the Other Real Estate Partnerships are allocated to the general
partner and the limited partners, or the members, as applicable, in accordance
with the provisions contained within the partnership agreements or ownership
agreements, as applicable, of the Operating Partnership, the L.L.C.s and the
Other Real Estate Partnerships.
6
<PAGE> 8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim financial statements have been prepared in
accordance with the accounting policies described in the financial statements
and related notes included in the Operating Partnership's 1998 Form 10-K and
should be read in conjunction with such financial statements and related notes.
The following notes to these interim financial statements highlight significant
changes to the notes included in the December 31, 1998 audited financial
statements included in the Operating Partnership's 1998 Form 10-K and present
interim disclosures as required by the Securities and Exchange Commission.
In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnership'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 June 30, 1999 and December 31, 1998, and the reported
amounts of revenues and expenses for each of the six months and the three months
ended June 30, 1999 and 1998. Actual results could differ from those estimates.
In the opinion of management, all adjustments consist of normal
recurring adjustments necessary to present fairly the financial position of the
Consolidated Operating Partnership as of June 30, 1999, the results of its
operations and its cash flows for each of the six months and three months ended
June 30, 1999 and 1998.
Tenant Accounts Receivable, Net:
The Consolidated Operating Partnership provides an allowance for
doubtful accounts against the portion of tenant accounts receivable which is
estimated to be uncollectible. Tenant accounts receivable in the consolidated
balance sheets are shown net of an allowance for doubtful accounts of $1,649 as
of June 30, 1999 and December 31, 1998.
7
<PAGE> 9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
3. INVESTMENT IN OTHER REAL ESTATE PARTNERSHIPS
The Investment in Other Real Estate Partnerships reflects the
Operating Partnership's 99% limited partnership equity interest in the entities
described in Note 1 to these financial statements.
Summarized condensed financial information as derived from the
financial statements of the Other Real Estate Partnerships is presented below:
Condensed Combined Balance Sheets:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate, Net ......................................... $ 435,497 $ 419,117
Other Assets ........................................................... 43,083 41,198
------------ ------------
Total Assets ................................................... $ 478,580 $ 460,315
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ................................................ $ 42,157 $ 42,422
Other Liabilities ...................................................... 7,246 5,901
------------ ------------
Total Liabilities .............................................. 49,403 48,323
------------ ------------
Partners' Capital ...................................................... 429,177 411,992
------------ ------------
Total Liabilities and Partners' Capital ........................ $ 478,580 $ 460,315
============ ============
Condensed Combined Statements of Operations:
Six Months Ended
------------------------------
June 30, June 30,
1999 1998
------------ ------------
Total Revenues ................................................................. $ 29,325 $ 27,137
Property Expenses .............................................................. (7,481) (6,162)
Interest Expense ............................................................... (1,527) (1,419)
Amortization of Deferred Financing Costs ....................................... (34) (32)
Depreciation and Other Amortization ............................................ (5,210) (4,800)
(Loss) Gain on Sales of Real Estate ............................................ (53) 2,282
Cumulative Effect of Change In Accounting Principle ............................ -- (858)
------------ ------------
Net Income ..................................................................... $ 15,020 $ 16,148
============ ============
</TABLE>
8
<PAGE> 10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
4. INVESTMENT IN JOINT VENTURE
During the six months ended June 30, 1999, the Consolidated Operating
Partnership received approximately $1,237 (net of the intercompany elimination)
in acquisition, asset management and property management fees from the September
1998 Joint Venture. The Operating Partnership, through a wholly owned limited
liability company in which it is the sole member, also invested approximately
$778 and received distributions of approximately $365 from the September 1998
Joint Venture. As of June 30, 1999, the September 1998 Joint Venture owned 146
industrial properties comprising approximately 7.5 million square feet of GLA.
5. REAL ESTATE HELD FOR SALE
The Consolidated Operating Partnership has an active sales program through
which it is continually engaged in identifying and evaluating its current
portfolio for potential sales candidates in order to redeploy capital. At June
30, 1999, the Consolidated Operating Partnership had four industrial properties
comprising approximately 1.2 million square feet of GLA held for sale. Three of
four of these industrial properties were identified as held for sale during the
three months ended June 30, 1999. There can be no assurance that such properties
held for sale will be sold.
The following table discloses certain information regarding the four
industrial properties held for sale by the Consolidated Operating Partnership.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Total Revenues $ 2,317 $ 1,366
Operating Expenses (703) (658)
Depreciation and Amortization (77) (154)
------------- -------------
Net Income $ 1,537 $ 554
============= =============
Net Carrying Value at June 30, 1999 $ 15,982
=============
</TABLE>
9
<PAGE> 11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
6. MORTGAGE LOANS, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION FACILITY
PAYABLE
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
acquisition facility payable:
<TABLE>
<CAPTION>
ACCRUED INTEREST INTEREST
OUTSTANDING BALANCE AT PAYABLE AT RATE AT
--------------------------- ----------------------- --------
JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31, JUNE 30, MATURITY
1999 1998 1999 1998 1999 DATE
---------- ------------ -------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE, NET
CIGNA Loan....................... $ 34,960 $ 35,220 $ 218 $ -- 7.500% 4/01/03
Assumed Loans.................... 8,506 8,661 -- -- 9.250% 1/01/13
LB Mortgage Loan II.............. 705 705 -- -- 8.000% (1)
Acquisition Mortgage Loan I...... 3,731 3,864 -- -- 8.500% 8/01/08
Acquisition Mortgage Loan II..... 7,723 7,828 -- 51 7.750% 4/01/06
Acquisition Mortgage Loan III.... 3,414 3,485 -- 26 8.875% 6/01/03
Acquisition Mortgage Loan IV..... 2,454 2,488 -- 19 8.950% 10/01/06
Acquisition Mortgage Loan VI..... 1,006 (2) 1,024 (2) -- 7 8.875% 11/01/06
Acquisition Mortgage Loan VII.... 1,419 (2) 1,450 (2) -- 11 9.750% 3/15/02
Acquisition Mortgage Loan VIII... 1,281 1,340 -- $ 9 8.450% 7/01/09
---------- ---------- -------- ----------
Total ........................... $ 65,199 $ 66,065 $ 218 $ 123
========== ========== ======== ==========
SENIOR UNSECURED DEBT, NET
2005 Notes ...................... $ 50,000 $ 50,000 $ 383 $ 383 6.900% 11/21/05
2006 Notes ...................... 150,000 150,000 875 875 7.000% 12/01/06
2007 Notes ...................... 149,959 (3) 149,956 (3) 1,457 1,457 7.600% 5/15/07
2011 Notes ...................... 99,447 (3) 99,424 (3) 942 942 7.375% 5/15/11 (4)
2017 Notes ...................... 99,823 (3) 99,818 (3) 625 625 7.500% 12/01/17
2027 Notes ...................... 99,864 (3) 99,862 (3) 914 914 7.150% 5/15/27 (5)
2028 Notes ...................... 199,771 (3) 199,768 (3) 7,009 7,051 7.600% 7/15/28
2011 Drs ........................ 99,777 (3) 99,767 (3) 1,553 1,553 6.500% (7) 4/05/11 (6)
---------- ---------- -------- ----------
Total .......................... $ 948,641 $ 948,595 $ 13,758 $ 13,800
========== ========== ======== ==========
ACQUISITION FACILITY
PAYABLE
1997 Unsecured Acquisition
Facility......................... $ 158,100 $ 134,800 $ 802 $ 690 5.860% 4/30/01
========== ========== ======== ==========
</TABLE>
(1) The maturity date of the LB Mortgage Loan II is based on a contingent event
relating to the environmental status of the property collateralizing the
loan.
(2) At June 30, 1999, the Acquisition Mortgage Loan VI and the Acquisition
Mortgage Loan VII are net of unamortized premiums of $62 and $78,
respectively. At December 31, 1998, the Acquisition Mortgage loan VI and
the Acquisition Mortgage loan VII are net of amoritized premiums of $68
and $100, respectively.
(3) At June 30, 1999, the 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028
Notes and the 2011 Drs. are net of unamortized discounts of $41, $553,
$177, $136, $229 and $223, respectively. At December 31, 1998, the 2007
Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
net of unamortized discounts of $44, $576, $182, $138, $232 and $233,
respectively.
(4) The 2011 Notes are redeemable at the option of the holder thereof, on May
15, 2004.
(5) The 2027 Notes are redeemable at the option of the holders thereof, on May
15, 2002.
(6) The 2011 Drs. are required to be redeemed by the Operating Partnership on
April 5, 2001 if the Remarketing Dealer elects not to remarket the 2011
Drs.
(7) The 2011 Drs. bear interest at an annual rate of 6.50% to the Remarketing
Date. If the holder of the Call Option calls the 2011 Drs. and elects to
remarket the 2011 Drs., then after the Remarketing Date, the interest rate
on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based on
a predetermined formula as disclosed in the related Prospectus Supplement.
The following is a schedule of the stated maturities and scheduled
principle payments of the mortgage loans, senior unsecured debt and acquisition
facility payable for the next five years ending December 31, and thereafter:
<TABLE>
<CAPTION>
Amount
--------------
<S> <C>
Remainder of 1999 $ 903
2000 1,901
2001 160,164
2002 3,463
2003 36,620
Thereafter 969,403
--------------
Total $ 1,172,454
==============
</TABLE>
The maturity date of the LB Mortgage Loan II is based on a contingent
event. As a result, this loan is not included in the preceding table.
10
<PAGE> 12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
7. PARTNERS' CAPITAL
The Operating Partnership has issued general partnership units, limited
partnership units (together, the "Units") and preferred general partnership
units. The general partnership units resulted from capital contributions from
the Company. The limited partnership units are issued in conjunction with the
acquisition of certain properties. The preferred general partnership units
resulted from preferred capital contributions from the Company. The Operating
Partnership will be required to make all required distributions on the preferred
general partnership units prior to any distribution of cash or assets to the
holders of the general and limited partnership units except for distributions
required to enable the Company to maintain its qualification as a REIT.
Unit Contributions:
During the six months ended June 30, 1999, the Company awarded 72,100
shares of restricted common stock to certain employees and 1,776 shares of
restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 2,641 shares of
restricted common stock. The Operating Partnership issued Units to the Company
in the same amount. These shares of restricted common stock had a fair value of
approximately $2,001 on the date of grant. The restricted common stock vests
over periods from five to ten years. Compensation expense will be charged to
earnings over the respective vesting period.
During the six months ended June 30, 1999, the Operating Partnership
issued 1,034,067 non-qualified employee stock options to certain officers,
Directors and employees of the Operating Partnership. These non-qualified
employee stock options vest over one year and have a strike price of $25.13 -
$27.69 per share and expire ten years from the date of grant.
Distributions:
On January 18, 1999, the Operating Partnership paid a fourth quarter 1998
distribution of $.60 per Unit, totaling approximately $27,081. On April 19,
1999, the Operating Partnership paid a first quarter 1999 distribution of $.60
per unit, totaling approximately $27,157.
On March 31, 1999, the Operating Partnership paid a first quarter 1999
distribution of $54.688 per unit on its Series B Cumulative Preferred Units,
$53.906 per unit on its Series C Cumulative Preferred Units, $49.687 per unit on
its Series D Cumulative Preferred Units and $49.375 per unit on its Series E
Cumulative Preferred Units. The preferred unit distributions paid on March 31,
1999 totaled, in the aggregate, approximately $7,231.
On June 30, 1999, the Operating Partnership paid a second quarter 1999
distribution of $54.688 per unit on its Series B Cumulative Preferred Units,
$53.906 per unit on its Series C Cumulative Preferred Units, $49.687 per unit on
its Series D Cumulative Preferred Units and $49.375 per unit on its Series E
Cumulative Preferred Units. The preferred unit distributions paid on June 30,
1999 totaled in the aggregate, approximately $7,231.
8. ACQUISITION OF REAL ESTATE
During the six months ended June 30, 1999, the Consolidated Operating
Partnership acquired three existing industrial properties and several land
parcels. The aggregate purchase price for these acquisitions totaled
approximately $16,484, excluding costs incurred in conjunction with the
acquisition of the properties.
11
<PAGE> 13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
9. SALES OF REAL ESTATE
During the six months ended June 30, 1999, the Consolidated Operating
Partnership sold 24 existing industrial properties and one land parcel. Gross
proceeds from these sales were approximately $76,567. Approximately $4,759 of
the gross proceeds from the sales of these properties was received from the
September 1998 Joint Venture (the Consolidated Operating Partnership sold two
properties to the September 1998 Joint Venture at Consolidated Operating
Partnership's net book value). The gain on sales of real estate was
approximately $8,395.
10. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------------
June 30, June 30,
1999 1998
---------------- ----------------
<S> <C> <C>
Interest paid, net of capitalized interest .................. $ 38,610 $ 28,243
================ ================
Interest capitalized......................................... $ 2,464 $ 1,907
================ ================
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Distribution payable on Units................................ $ 27,157 $ 23,553
================ ================
EXCHANGE OF LIMITED PARTNERSHIP UNITS FOR GENERAL PARTNERSHIP
UNITS:
Limited Partnership Units................................... $ (638) (3,929)
General Partnership Units................................... 638 3,929
---------------- ----------------
$ -- $ --
================ ================
IN CONJUNCTION WITH THE PROPERTY ACQUISITIONS, THE FOLLOWING
ASSETS AND LIABILITIES WERE ASSUMED AND OPERATING PARTNERSHIP
UNITS WERE EXCHANGED:
Purchase of real estate ..................................... $ 16,484 $ 373,500
Prepaid(Accrued) real estate taxes and security deposits .... (42) (3,520)
Mortgage Loans............................................... -- (2,525)
Operating Partnership Units.................................. -- (33,802)
---------------- ----------------
$ 16,442 $ 333,653
================ ================
IN CONJUNCTION WITH THE DISTRIBUTION OF 173 PROPERTIES FROM
THE FINANCING PARTNERSHIP TO THE OPERATING PARTNERSHIP ON
JANUARY 2, 1998, THE FOLLOWING ASSETS AND LIABILITIES
WERE ASSUMED:
Investment in real estate.................................... $ 382,190
Tenant accounts receivable................................... 3,017
Deferred rent receivable..................................... 4,689
Other assets................................................. 6,209
Accounts payable and accrued expenses........................ (5,920)
Rents received in advance and security deposits.............. (2,538)
----------------
Investment in other real estate partnerships................. $ 387,647
================
</TABLE>
12
<PAGE> 14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
11. EARNINGS PER UNIT ("EPU")
Net income per weighted average Units - Basic, is based on the weighted
average Units outstanding. Net Income per weighted average Unit - Diluted, is
based on the weighted average Units outstanding plus the effect of in-the-money
employee stock options that result in the issuance of general partnership units.
The computation of basic and diluted EPU is presented below:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
--------------------- -----------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- ----------
<S> <C> <C> <C> <C>
Numerator:
Income Before Cumulative Effect of Change in
Accounting Principle .............................. $ 61,439 $ 47,447 $ 33,436 $ 23,282
Less: Preferred Distributions ....................... (14,462) (12,228) (7,231) (7,230)
-------- -------- -------- ----------
Net Income Available to Unitholders Before
Cumulative Effect of Change in Accounting
Principle - For Basic and Diluted EPU ............. 46,977 35,219 26,205 16,052
Cumulative Effect of Change in Accounting
Principle ......................................... -- (719) -- (719)
-------- -------- -------- ----------
Net Income Available to Unitholders - For Basic
and Diluted EPU ................................... $ 46,977 $ 34,500 $ 26,205 $ 15,333
======== ======== ======== ==========
Denominator:
Weighted Average Units - Basic ...................... 45,222 43,233 45,251 44,069
Effect of Dilutive Securities:
Employee Common Stock Options of the Company
that result in the issuance of general
partnership units ................................. 118 338 151 264
-------- -------- -------- ----------
Weighted Average Units - Diluted .................... 45,340 43,571 45,402 44,333
======== ======== ======== ==========
Basic EPU:
Net Income Available to Unitholders Before
Cumulative Effect of Change in Accounting
Principle ......................................... $ 1.04 $ .81 $ .58 $ .36
======== ======== ======== ==========
Cumulative Effect of Change in Accounting
Principle ......................................... $ -- $ (.02) $ -- $ (.02)
======== ======== ======== ==========
Net Income Available to Unitholders ................. $ 1.04 $ .80 $ .58 $ .35
======== ======== ======== ==========
Diluted EPU:
Net Income Available to Unitholders Before
Cumulative Effect of Change in Accounting
Principle ......................................... $ 1.04 $ .81 $ .58 $ .36
======== ======== ======== ==========
Cumulative Effect of Change in Accounting
Principle ........................................ $ -- $ (.02) $ -- $ (.02)
======== ======== ======== ==========
Net Income Available to Unitholders ................. $ 1.04 $ .79 $ .58 $ .35
======== ======== ======== ==========
</TABLE>
13
<PAGE> 15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
12. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Consolidated Operating Partnership
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
consolidated financial position, operations or liquidity of the Consolidated
Operating Partnership.
The Consolidated Operating Partnership has committed to the construction
of thirteen development projects totaling approximately 2.5 million square feet
of GLA for an estimated investment of approximately $83.4 million. Of this
amount, approximately $45.0 million remains to be funded. These developments are
expected to be funded with cash flow from operations, borrowings under the
Operating Partnership's $300,000 unsecured revolving credit facility and
proceeds from the sale of select properties.
13. SUBSEQUENT EVENTS
From July 1, 1999 to August 4, 1999, the Consolidated Operating
Partnership acquired one land parcel for approximately $795, excluding costs
incurred in conjunction with the acquisition of this land parcel.
On July 19, 1999, the Operating Partnership paid a second quarter 1999
distribution of $.60 per Unit, totaling approximately $27,157.
14
<PAGE> 16
FIRST INDUSTRIAL, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of First Industrial, L.P.'s (the
"Operating Partnership") financial condition and 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 Operating Partnership intends
such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Operating Partnership, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project," or similar
expressions. The Operating Partnership'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 Operating Partnership on a consolidated basis include, but are
not limited to, changes in: economic conditions generally and the real estate
market specifically, legislative/regulatory changes (including changes to laws
governing the taxation of REITs), availability of capital, interest rates,
competition, supply and demand for industrial properties in the Operating
Partnership's current and proposed market areas, general accounting principles,
policies and guidelines applicable to REITs and status of Year 2000 compliance.
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 Operating Partnership and its business, including
additional factors that could materially affect the Operating Partnership's
financial results, is included herein and in the Operating Partnership's other
filings with the Securities and Exchange Commission.
The Operating Partnership was organized as a limited partnership in the
state of Delaware on November 23, 1993. The sole general partner of the
Operating Partnership is First Industrial Realty Trust, Inc. (the "Company")
with an approximate 84.1% ownership interest at June 30, 1999. The Company also
owns preferred units with an aggregate liquidation priority of $350 million. The
Company is a real estate investment trust (REIT) as defined in the Internal
Revenue Code. The Company's operations are conducted primarily through the
Operating Partnership. The limited partners of the Operating Partnership own
approximately a 15.9% aggregate ownership interest at June 30, 1999.
The Operating Partnership is the sole member of 23 limited liability
companies (the "L.L.C.s"), owns a 95% economic interest in FR Development
Services, Inc. as well as a 99% limited partnership interest (subject in one
case, as described below, to a preferred limited partnership interest) in each
of eight limited partnerships (together, the "Other Real Estate Partnerships").
The financial statements of the Operating Partnership report the L.L.C.s and FR
Development Services, Inc. on a consolidated basis (hereinafter defined as the
"Consolidated Operating Partnership") and the Other Real Estate Partnerships and
the September 1998 Joint Venture are accounted for under the equity method of
accounting. The minority ownership interest in FR Development Services, Inc. is
not reflected in the consolidated financial statements due to its immateriality.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with a one percent general partnership interest in the Other
Real Estate Partnership for which it acts as a general partner. Each general
partner of the Other Real Estate Partnerships is a wholly owned subsidiary of
the Company. First Industrial Securities Corporation, the general partner
of one of the Other Real Estate Partnerships (First Industrial Securities,
L.P.), also owns a preferred limited partnership interest in the First
Industrial Securities L.P. which entitles it to receive a fixed quarterly
distribution, and results in it being allocated income in the same amount, equal
to the fixed quarterly dividend the Company pays on its 9.5%, $.01 par value,
Series A Cumulative Preferred Stock (the "Series A Preferred Stock").
Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and the Other Real Estate Partnerships are allocated to the general
partner and the limited partners, or members, as applicable, in
15
<PAGE> 17
accordance with the provisions contained within the partnership agreements or
operating agreements, as applicable, of the Operating Partnership, the L.L.C.s
and the Other Real Estate Partnerships.
RESULTS OF OPERATIONS
At June 30, 1999, the Consolidated Operating Partnership owned 865
in-service properties with approximately 55.6 million square feet of gross
leasable area ("GLA"), compared to 857 in-service properties with approximately
56.2 million square feet of GLA at June 30, 1998. The addition of 67 properties
acquired or developed between July 1, 1998 and June 30, 1999 included the
acquisitions of 58 properties totaling approximately 2.0 million square feet of
GLA and the completed development of nine properties totaling approximately 1.2
million square feet of GLA. The Consolidated Operating Partnership also sold 58
in-service properties totaling approximately 3.7 million square feet of GLA and
several land parcels. The Consolidated Operating Partnership also took one
property out of service that was under redevelopment comprising approximately .1
million square feet of GLA.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO SIX MONTHS ENDED JUNE 30, 1998
Rental income and tenant recoveries and other income increased by
approximately $23.7 million or 17.4% due primarily to the properties acquired or
developed after December 31, 1997. Approximately $1.2 million of this increase
is due to acquisition, asset management and property management fees received
from the September 1998 Joint Venture. Revenues from properties owned prior to
January 1, 1998, increased by approximately $5.3 million or 4.7% due primarily
to rental rate increases and an increase in recoverable income related to an
increase in recoverable property expenses as discussed below.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $4.7 million or 11.5% due primarily to an increase in
real estate taxes, repairs and maintenance and utilities expense due to the
properties acquired or developed after December 31, 1997, offset by a decrease
in property management fees due to a decrease in the operational costs of the
regional offices that manage the properties, as well as a decrease in other
expenses. Expenses from properties owned prior to January 1, 1998, increased by
approximately $1.8 million or 5.5% due primarily to an increase in snow removal
and related expenses incurred during the six months ended June 30, 1999 as
compared to the six months ended June 30, 1998 for properties located in certain
of the Consolidated Operating Partnership's metropolitan areas as well as an
increase in real estate tax expense in the majority of the Consolidated
Operating Partnership's geographical markets.
General and administrative expense increased by approximately $.5 million
due primarily to the adoption of Emerging Issues Task Force Issue No. 97-11,
"Accounting for Internal Costs Relating to Real Estate Acquisitions" ("EITF
97-11"). EITF 97-11, effective March 19, 1998, requires that internal costs of
preacquisition activities incurred in connection with the acquisition of an
operating property be expensed as incurred. Prior to March 19, 1998, the
Consolidated Operating Partnership capitalized internal costs of preacquisition
activities incurred in connection with the acquisition of operating properties.
Interest expense increased by approximately $8.2 million for the six
months ended June 30, 1999 compared to the six months ended June 30, 1998 due
primarily to a higher average debt balance outstanding resulting from the
issuance of senior unsecured debt to fund the acquisition and development of
additional properties, slightly offset by an increase in capitalized interest
due to an increase in development activities. The average debt balances
outstanding for the six months ended June 30, 1999 and 1998 were approximately
$1.2 billion and $.9 billion, respectively.
Amortization of deferred financing costs increased by approximately $.2
million due primarily to additional amortization of deferred financing costs
related to the issuance of additional senior unsecured debt to fund the
acquisition and development of additional properties.
Depreciation and other amortization increased by approximately $3.6
million due primarily to the additional depreciation and amortization related to
the properties acquired after December 31, 1997.
Equity in income of Other Real Estate Partnerships decreased by
approximately $1.1 million due primarily to a decrease in gain on sales of real
estate, offset by additional income from properties purchased subsequent to
December 31, 1997, the write off in the second quarter of 1998 of the
unamoritized
16
<PAGE> 18
balance of organizational costs on the Other Real Estate Partnerships' balance
sheet due to the adoption of Statement of Position 98-5 "Reporting on the Costs
of Start-Up Activities" (discussed below) and general rent increases. During the
six months ended June 30, 1999, the Other Real Estate Partnerships sold one
industrial property. During the six months ended June 30, 1998, the Other Real
Estate Partnerships sold five industrial properties and one land parcel for a
gain of approximately $2.3 million.
Equity in income of joint venture of approximately $.2 million for the six
months ended June 30, 1999 represents the Consolidated Operating Partnership's
10% income interest in the September 1998 Joint Venture.
The $8.4 million gain on sales of properties for the six months ended June
30, 1999 resulted from the sale of 24 existing industrial properties and one
land parcel. Gross proceeds from these sales were approximately $76.6 million.
The $.1 million gain on sales of properties for the six months ended June
30, 1998 resulted from the sale of two existing industrial properties and one
land parcel. Gross proceeds from these sales were approximately $7.1 million.
The $.7 million cumulative effect of change in accounting principle for
the six months ended June 30, 1998 is the result of the write off of the
unamoritized balance of organizational costs on the Operating Partnership's
balance sheet due to the early adoption of Statement of Position 98-5 "Reporting
on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the
net unamoritized balance of all start-up costs and organizational costs be
written off as a cumulative effect of a change in accounting principle and all
future start-up costs and organizational costs be expensed.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 TO THREE MONTHS ENDED JUNE 30,
1998
Rental income and tenant recoveries and other income increased by
approximately $5.8 million or 8.0% due primarily to the properties acquired or
developed after March 31, 1998. Approximately $.5 million of this increase is
due to acquisition, asset management and property management fees received from
the September 1998 Joint Venture. Revenues from properties owned prior to April
1, 1998, increased by approximately $2.2 million or 3.5% due primarily to rental
rate increases and an increase in recoverable income related to an increase in
recoverable property expenses as discussed below.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
remained relatively unchanged (real estate taxes and repairs and maintenance
expense increased due primarily to the properties acquired or developed after
March 31, 1998, offset almost in its entirety by a decrease in property
management fees due to a decrease in the operational costs of the regional
offices that manage the properties, as well as a decrease in other expenses).
Expenses from properties owned prior to April 1, 1998, increased by
approximately $.2 million or 1.4% due primarily to an increase in real estate
tax expense in the majority of the Consolidated Operating Partnership's
geographical markets.
General and administrative expense remained relatively unchanged.
Interest expense increased by approximately $2.9 million for the three
months ended June 30, 1999 compared to the three months ended June 30, 1998 due
primarily to a higher average debt balance outstanding resulting from the
issuance of senior unsecured debt to fund the acquisition and development of
additional properties, slightly offset by an increase in capitalized interest
due to an increase in development activities. The average debt balances
outstanding for the three months ended June 30, 1999 and 1998 were approximately
$1.2 billion and $1.0 billion, respectively.
Amortization of deferred financing costs increased by approximately $.1
million due primarily to additional amortization of deferred financing costs
related to the issuance of additional senior unsecured debt to fund the
acquisition and development of additional properties.
Depreciation and other amortization increased by approximately $.7 million
due primarily to the additional depreciation and amortization related to the
properties acquired after March 31, 1998.
17
<PAGE> 19
Equity in income of Other Real Estate Partnerships increased by
approximately $1.2 million due primarily to additional income from properties
acquired subsequent to March 31, 1998, the write off in the second quarter of
1998 of the unamoritized balance of organizational costs on the Other Real
Estate Partnerships' balance sheet due to the adoption of Statement of Position
98-5 "Reporting on the Costs of Start-Up Activities" (discussed below) and
general rent increases.
Equity in income of joint venture of approximately $.1 million for the
three months ended June 30, 1999 represents the Consolidated Operating
Partnership's 10% income interest in the September 1998 Joint Venture.
The $6.9 million gain on sales of properties for the three months ended
June 30, 1999 resulted from the sale of 14 existing industrial properties. Gross
proceeds from these sales were approximately $52.7 million.
The $.1 million gain on sales of properties for the three months ended
June 30, 1998 resulted from the sale of one existing industrial property. Gross
proceeds from this sale was approximately $5.3 million.
The $.7 million cumulative effect of change in accounting principle for
the three months ended June 30, 1998 is the result of the write off the
unamoritized balance of organizational costs on the Operating Partnership's
balance sheet due to the early adoption of SOP 98-5, as discussed earlier in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 1999, the Consolidated Operating Partnership's cash and cash
equivalents was approximately $.7 million and restricted cash totaled
approximately $35.6 million. Restricted cash was comprised of gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Operating Partnership exchanges into properties under Section 1031 of the
Internal Revenue Code.
SIX MONTHS ENDED JUNE 30, 1999
Net cash provided by operating activities of approximately $56.7 million
for the six months ended June 30, 1999 was comprised primarily of net income of
approximately $61.4 million and adjustments for non-cash items of approximately
$6.0 million, offset by the net change in operating assets and liabilities of
approximately $10.7 million. The adjustments for the non-cash items are
primarily comprised of depreciation and amortization, offset by equity in income
of Other Real Estate Partnerships, equity in income of the September 1998 Joint
Venture, the gain on sales of real estate and the effect of the straight-lining
of rental income.
Net cash used in investing activities of approximately $23.1 million for
the six months ended June 30, 1999 was comprised primarily of the acquisition of
real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, closing costs from the sales
of real estate, contributions to investment in Other Real Estate Partnerships,
contributions to and investments in the September 1998 Joint Venture and an
increase in restricted cash from sales proceeds deposited with an intermediary
for Section 1031 exchange purposes, offset by distributions from investment in
Other Real Estate Partnerships, distributions from investment in the September
1998 Joint Venture, proceeds from the sales of real estate and the repayment of
mortgage loans receivable.
Net cash used in financing activities of approximately $46.8 million for
the six months ended June 30, 1999 was comprised primarily of Unit (defined
below) and preferred general partnership unit distributions, repayments on
mortgage loans payable and debt issuance costs, offset by Unit contributions and
net borrowings under the Operating Partnership's $300.0 million unsecured
revolving credit facility (the "1997 Unsecured Acquisition Facility").
SIX MONTHS ENDED JUNE 30, 1998
Net cash provided by operating activities of approximately $46.1 million
for the six months ended June 30, 1998 was comprised primarily of net income of
approximately $46.7 million, adjustments for non-cash items of approximately
$11.3 million, offset by the net change in operating assets and liabilities of
18
<PAGE> 20
approximately $11.9 million. The adjustments for the non-cash items are
primarily comprised of depreciation and amortization, provision for bad debts
and cumulative effect of change in accounting principle, offset by equity in
income of Other Real Estate Partnerships, the gain on sales of real estate and
the effect of the straight-lining of rental income.
Net cash used in investing activities of approximately $419.9 million for
the six months ended June 30, 1998 was comprised primarily of the acquisition of
real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, closing costs from the sales
of real estate and contributions to investment in Other Real Estate
Partnerships, offset by the proceeds from sales of real estate, distributions
from investment in Other Real Estate Partnerships and the repayment of mortgage
loans receivable.
Net cash provided by financing activities of approximately $369.5 million
for the six months ended June 30, 1998 was comprised primarily of preferred
general partnership unit contributions and the net borrowings from the issuance
of senior unsecured debt, offset by net repayments under the Operating
Partnership's 1997 Unsecured Acquisition Facility, Unit (defined below) and
preferred general partnership unit distributions and repayments on mortgage
loans payable.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges and preferred unit distributions
was 1.64 for the six months ended June 30, 1999 compared to 1.74 for the six
months ended June 30, 1998. The decrease is primarily due to additional interest
expense and preferred general partnership unit distributions incurred during the
six months ended June 30, 1999 from additional debt issued and preferred general
partner contributions, respectively, issued after December 31, 1997 to fund
property acquisitions and developments, which is partially offset by higher net
operating income from property acquisitions as discussed in "Results of
Operations" above.
MARKET RISK
The following discussion about the Consolidated Operating Partnership's
risk-management activities includes "forward-looking statements" that involve
risk and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at June 30, 1999 that
are sensitive to changes in the interest rates. While this analysis may have
some use as a benchmark, it should not be viewed as a forecast.
In the normal course of business, the Consolidated Operating Partnership
also faces risks that are either non-financial or non-quantifiable. Such risks
principally include credit risk and legal risk and are not represented in the
following analysis.
At June 30, 1999, $158.1 million (approximately 13% of total debt at June
30, 1999) of the Consolidated Operating Partnership's debt was variable rate
debt (all of the variable rate debt relates to the Operating Partnership's 1997
Unsecured Acquisition Facility) and $1,013.8 million (approximately 87% of total
debt at June 30, 1999) was fixed rate debt. The Consolidated Operating
Partnership also had outstanding a written put and a written call option
(collectively, the "Written Options") which were issued in conjunction with the
initial offering of two tranches of senior unsecured debt. The Consolidated
Operating Partnership's past practice has been to lock into fixed interest rates
at issuance or fix the rate of variable rate debt through the use of interest
rate protection agreements when interest rate market conditions dictate it is
advantageous to do so. Currently, the Consolidated Operating Partnership does
not enter into financial instruments for trading or other speculative purposes.
For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Consolidated Operating
Partnership. Conversely, for variable rate debt, changes in the interest rate
generally do not impact the fair value of the debt, but would affect the
Consolidated Operating Partnership's future earnings and cash flows. The
interest rate risk and changes in fair market value of fixed rate debt generally
do not have a significant impact on the Consolidated
19
<PAGE> 21
Operating Partnership until the Consolidated Operating Partnership is required
to refinance such debt. See Note 6 to the consolidated financial statements for
a discussion of the maturity dates of the Consolidated Operating Partnership's
various fixed rate debt.
Based upon the amount of variable rate debt outstanding at June 30, 1999,
a 10% increase or decrease in the interest rate on the Consolidated Operating
Partnership's variable rate debt would decrease or increase, respectively,
future net income and cash flows by approximately $.9 million per year. A 10%
increase in interest rates would decrease the fair value of the fixed rate debt
at June 30, 1999 by approximately $50.8 million to $936.7 million. A 10%
decrease in interest rates would increase the fair value of the fixed rate debt
at June 30, 1999 by approximately $56.4 million to $1,043.9 million. A 10%
increase in interest rates would decrease the fair value of the Written Options
at June 30, 1999 by approximately $2.5 million to $3.2 million. A 10% decrease
in interest rates would increase the fair value of the Written Options at June
30, 1999 by approximately $3.4 million to $9.1 million.
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
During the six months ended June 30, 1999, the Consolidated Operating
Partnership acquired three existing industrial properties and several land
parcels. The aggregate purchase price for these acquisitions totaled
approximately $16.5 million, excluding costs incurred in conjunction with the
acquisition of the properties.
The Consolidated Operating Partnership has committed to the construction
of thirteen development projects totaling approximately 2.5 million square feet
of GLA for an estimated investment of approximately $83.4 million. Of this
amount, approximately $45.0 million remains to be funded. These developments are
expected to be funded with cash flow from operations, borrowings under the
Operating Partnership's 1997 Unsecured Acquisition Facility and proceeds from
the sale of select properties.
During the six months ended June 30, 1999, the Consolidated Operating
Partnership sold 24 existing industrial properties and one land parcel. Gross
proceeds from these sales were approximately $76.6 million. Approximately $4.8
million of the gross proceeds from the sales of these properties was received
from the September 1998 Joint Venture (the Consolidated Operating Partnership
sold two properties to the September 1998 Joint Venture at the Consolidated
Operating Partnership's net book value).
From July 1, 1999 to August 4, 1999, the Consolidated Operating
Partnership acquired one land parcel for approximately $.8 million, excluding
costs incurred in conjunction with the acquisition of this land parcel.
REAL ESTATE HELD FOR SALE
The Consolidated Operating Partnership has an active sales program through
which it is continually engaged in identifying and evaluating its current
portfolio for potential sales candidates in order to redeploy capital. At June
30, 1999, the Consolidated Operating Partnership had four industrial properties
comprising approximately 1.2 million square feet of GLA held for sale. Net
income (defined as total property revenues, less property expenses, which
include real estate taxes, repairs and maintenance, property management,
utilities, insurance and other expenses, and depreciation and amortization) of
the industrial properties held for sale for the six months ended June 30, 1999
and 1998 is approximately $1.5 million and $.6 million, respectively. Net
carrying value of the four industrial properties held for sale at June 30, 1999
is approximately $16.0 million. Three of four of these industrial properties
were identified as held for sale during the three months ended June 30, 1999.
There can be no assurance that such properties held for sale will be sold.
INVESTMENT IN JOINT VENTURE
During the six months ended June 30, 1999, the Operating Partnership,
through a wholly owned limited liability company in which it is the sole member,
contributed approximately $.7 million to and received distributions of
approximately $.4 million from the September 1998 Joint Venture. As of June 30,
1999, the September 1998 Joint Venture owned 146 industrial properties
comprising approximately 7.5 million square feet of GLA.
20
<PAGE> 22
GENERAL PARTNERSHIP, LIMITED PARTNERSHIP AND PREFERRED GENERAL PARTNERSHIP UNIT
CONTRIBUTIONS
The Operating Partnership has issued general partnership units, limited
partnership units (together, the "Units") and preferred general partnership
units. The general partnership units resulted from capital contributions from
the Company. The limited partnership units are issued in conjunction with the
acquisition of certain properties. The preferred general partnership units
resulted from preferred capital contributions from the Company. The Operating
Partnership will be required to make all required distributions on the preferred
general partnership units prior to any distribution of cash or assets to the
holders of the general and limited partnership units except for distributions
required to enable the Company to maintain its qualification as a REIT.
Unit Contributions:
During the six months ended June 30, 1999, the Company awarded 72,100
shares of restricted common stock to certain employees and 1,776 shares of
restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 2,641 shares of
restricted common stock. The Operating Partnership issued Units to the Company
in the same amount. These shares of restricted common stock had a fair value of
approximately $2.0 million on the date of grant. The restricted common stock
vests over periods from five to ten years. Compensation expense will be charged
to earnings over the respective vesting period.
During the six months ended June 30,1999, the Company issued 1,034,067
non-qualified employee stock options to certain officers, Directors and
employees of the Operating Partnership. These non-qualified employee stock
options vest over one year and have a strike price of $25.13 - $27.69 per share
and expire ten years from the date of grant.
DISTRIBUTIONS
On January 18, 1999, the Operating Partnership paid a fourth quarter 1998
distribution of $.60 per Unit, totaling approximately $27.1 million. On April
19, 1999, the Operating Partnership paid a first quarter 1999 distribution of
$.60 per Unit, totaling approximately $27.2 million. On July 19, 1999, the
Operating Partnership paid a second quarter 1999 distribution of $.60 per Unit,
totaling approximately $27.2 million.
On March 31, 1999, the Operating Partnership paid a first quarter 1999
distribution of $54.688 per unit on its Series B Cumulative Preferred Units,
$53.906 per unit on its Series C Cumulative Preferred Units, $49.687 per unit on
its Series D Cumulative Preferred Units and $49.375 per unit on its Series E
Cumulative Preferred Units. The preferred unit distributions paid on March 31,
1999 totaled, in the aggregate, approximately $7.2 million.
On June 30, 1999, the Operating Partnership paid a second quarter 1999
distribution of $54.688 per unit on its Series B Cumulative Preferred Units,
$53.906 per unit on its Series C Cumulative Preferred Units, $49.687 per unit on
its Series D Cumulative Preferred Units and $49.375 per unit on its Series E
Cumulative Preferred Units. The preferred unit distributions paid on June 30,
1999 totaled, in the aggregate, approximately $7.2 million.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Consolidated Operating Partnership 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
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the minimum distribution required by the Company to maintain the Company's
REIT qualification under the Internal Revenue Code. The Consolidated Operating
Partnership anticipates that these needs will be met with cash flows provided by
operating activities.
21
<PAGE> 23
The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions, scheduled
debt maturities, major renovations, expansions and other nonrecurring capital
improvements through long-term secured and unsecured indebtedness and the
issuance of additional Units and preferred units. The Consolidated Operating
Partnership is also actively considering joint ventures with institutional
partners and the disposition of select assets as additional financing
strategies. As of June 30, 1999 and August 4, 1999, $100.0 million of debt
securities was registered and unissued under the Securities Act of 1933, as
amended. The Consolidated Operating Partnership may finance the development or
acquisition of additional properties through borrowings under the Operating
Partnership's 1997 Unsecured Acquisition Facility. At June 30, 1999, borrowings
under the Operating Partnership's 1997 Unsecured Acquisition Facility bore
interest at a weighted average interest rate of 5.8%. As of August 4, 1999, the
Operating Partnership had approximately $115.2 million available for additional
borrowings under the 1997 Unsecured Acquisition Facility.
YEAR 2000 COMPLIANCE
The Year 2000 compliance issue concerns the inability of computerized
information systems and non-information systems to accurately calculate, store
or use a date after 1999. This could result in computer systems failures or
miscalculations causing disruptions of operations. The Year 2000 issue affects
almost all companies and organizations.
The Consolidated Operating Partnership has discussed its software
applications and internal operational programs with its current information
systems' vendor and, based on such discussions, believes that such applications
and programs will properly recognize calendar dates beginning in the year 2000.
The Consolidated Operating Partnership is discussing with its material
third-party service providers, such as its banks, payroll processor and
telecommunications provider, their Year 2000 compliance and is assessing what
effect their possible non-compliance might have on the Consolidated Operating
Partnership. In addition, the Consolidated Operating Partnership is discussing
with its material vendors the possibility of any interface difficulties and/or
electrical or mechanical problems relating to the year 2000 which may affect
properties owned by the Consolidated Operating Partnership. The Consolidated
Operating Partnership has also surveyed substantially all of its tenants to
determine the status of their Year 2000 compliance and what effect their
possible non-compliance might have on the Consolidated Operating Partnership.
The Consolidated Operating Partnership is currently processing the information
obtained from such tenant surveys and remains in discussions with its material
vendors and third-party service providers. As of June 30, 1999, tenants
representing 36% of annual base rent of the Consolidated Operating Partnership
have replied. Of the tenant surveys received as of June 30, 1999, all have
stated that they are Year 2000 compliant or will be Year 2000 compliant by the
end of 1999. The Consolidated Operating Partnership is still seeking
confirmation of Year 2000 compliance from the tenants who have not yet responded
to the tenant survey. Until such time the Consolidated Operating Partnership
cannot estimate any potential adverse impact resulting from the failure of
tenants, vendors or third-party service providers to address their Year 2000
issues; however, to date, no significant Year 2000-related conditions have been
identified.
Because the Consolidated Operating Partnership's evaluation of its Year
2000 issues has been conducted by its own personnel or by its vendors in
connection with their servicing operations, the Consolidated Operating
Partnership believes that its expenditures for assessing its Year 2000 issues,
though difficult to quantify, to date have not been material. In addition, the
Consolidated Operating Partnership is not aware of any Year 2000-related
conditions that it believes would likely require any material expenditures by
the Consolidated Operating Partnership in the future.
Based on its current information, the Consolidated Operating Partnership
believes that the risk posed by any foreseeable Year 2000-related problem with
its internal systems and the systems at its properties (including both
information and non-information systems) or with its vendors or tenants is
minimal. Year 2000-related problems with the Consolidated Operating
Partnership's software applications and internal operational programs or with
the electrical or mechanical systems at its properties are unlikely to cause
more than minor disruptions in the Consolidated Operating Partnership's
operations. The Consolidated Operating Partnership believes that the risk posed
by Year 2000-related problems at certain of its third-party service providers,
such as its banks, payroll processor and telecommunications provider is
marginally greater, though, based on its current information, the Consolidated
Operating Partnership does not believe any such problems would have a material
effect on
22
<PAGE> 24
its operations. Any Year 2000 related problems at such third-party service
providers could delay the processing of financial transactions and the
Consolidated Operating Partnership's payroll and could disrupt the Consolidated
Operating Partnership's internal and external communications. At this time, the
Consolidated Operating Partnership has not developed and does not anticipate
developing any contingency plans with respect to Year 2000 issues. In addition,
the Consolidated Operating Partnership has no plans to seek independent
verification or review of its assessment of its Year 2000 issues. The
Consolidated Operating Partnership does intend to complete its assessment of,
and to continue to monitor, its Year 2000 issues and will develop contingency
plans if, and to the extent, deemed necessary.
While the Consolidated Operating Partnership believes that it will be Year
2000 compliant by December 31, 1999, there can be no assurance that the
Consolidated Operating Partnership has been or will be successful in identifying
and assessing Year 2000 issues, or that, to the extent identified, the
Consolidated Operating Partnership's efforts to remediate such issues will be
effective such that Year 2000 issues will not have a material adverse effect on
the Consolidated Operating Partnership's business, financial condition, results
of operation or liquidity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Response to this item is included in Item 2. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" above.
23
<PAGE> 25
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
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
Exhibit No. Description
27 * Financial Data Schedule
* Filed herewith.
Report on Form 8-K:
None.
24
<PAGE> 26
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, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.
ITS SOLE GENERAL PARTNER
Date: August 4, 1999 By: /s/ Michael J. Havala
----------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
25
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27 * Financial Data Schedule
</TABLE>
* Filed herewith.
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST INDUSTRIAL, L.P. FOR THE SIX MONTHS ENDED JUNE 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 715
<SECURITIES> 0
<RECEIVABLES> 13,743
<ALLOWANCES> (1,649)
<INVENTORY> 0
<CURRENT-ASSETS> 12,809
<PP&E> 2,128,775
<DEPRECIATION> (165,703)
<TOTAL-ASSETS> 2,480,895
<CURRENT-LIABILITIES> 87,629
<BONDS> 1,171,940
0
0
<COMMON> 0
<OTHER-SE> 1,203,178
<TOTAL-LIABILITY-AND-EQUITY> 2,480,895
<SALES> 0
<TOTAL-REVENUES> 160,047
<CGS> 0
<TOTAL-COSTS> (45,214)
<OTHER-EXPENSES> (36,189)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (38,775)
<INCOME-PRETAX> 61,439
<INCOME-TAX> 0
<INCOME-CONTINUING> 61,439
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,439
<EPS-BASIC> 1.04
<EPS-DILUTED> 1.04
</TABLE>
