<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 SEPTEMBER 30, 2000
[ ] 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 SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999.............. 2
Consolidated Statements of Operations for the Nine Months Ended September 30,
2000 and September 30, 1999............................................................. 3
Consolidated Statements of Operations for the Three Months Ended September 30, 2000
and September 30, 1999.................................................................. 4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2000
and September 30, 1999.................................................................. 5
Notes to Consolidated Financial Statements ............................................. 6-17
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations....................................................................... 18-27
Item 3. Quantitative and Qualitative Disclosures About Market Risk .......................... 27
PART II: OTHER INFORMATION
Item 1. Legal Proceedings ................................................................ 28
Item 2. Changes in Securities ............................................................ 28
Item 3. Defaults Upon Senior Securities................................................... 28
Item 4. Submission of Matters to a Vote of Security Holders .............................. 28
Item 5. Other Information ................................................................ 28
Item 6. Exhibits and Report on Form 8-K................................................... 28
SIGNATURE ................................................................................... 29
EXHIBIT INDEX ............................................................................... 30
</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>
September 30, December 31,
2000 1999
----------- -----------
ASSETS
<S> <C> <C>
Assets:
Investment in Real Estate:
Land ......................................................... $ 310,988 $ 311,149
Buildings and Improvements ................................... 1,543,806 1,776,217
Furniture, Fixtures and Equipment ............................ 1,353 1,353
Construction in Progress ..................................... 30,590 42,715
Less: Accumulated Depreciation ............................... (179,446) (179,293)
----------- -----------
Net Investment in Real Estate ........................ 1,707,291 1,952,141
Real Estate Held for Sale, Net of
Accumulated Depreciation and Amortization of $31,266 ............... 333,645 --
Investments in and Advances to Other Real Estate Partnerships....... 449,874 380,774
Cash and Cash Equivalents .......................................... -- 22
Restricted Cash .................................................... 6,186 927
Tenant Accounts Receivable, Net .................................... 9,598 8,986
Investments in Joint Ventures ...................................... 5,964 6,408
Deferred Rent Receivable ........................................... 13,125 13,777
Deferred Financing Costs, Net ...................................... 10,952 9,905
Prepaid Expenses and Other Assets, Net ............................. 71,965 71,047
----------- -----------
Total Assets ......................................... $ 2,608,600 $ 2,443,987
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ..................................... $ 61,704 $ 63,059
Senior Unsecured Debt, Net ...................................... 948,758 948,688
Acquisition Facility Payable .................................... 222,200 94,000
Accounts Payable and Accrued Expenses ........................... 112,392 75,397
Rents Received in Advance and Security Deposits.................. 20,719 19,329
Distributions Payable ........................................... 35,640 28,164
----------- -----------
Total Liabilities .................................... 1,401,413 1,228,637
----------- -----------
Commitments and Contingencies ...................................... -- --
Partners' Capital:
General Partner Preferred Units ................................ 336,990 336,990
General Partner Units .......................................... 697,569 694,899
Unamortized Value of General Partnership Restricted Units....... (10,692) (4,087)
Limited Partners' Units ........................................ 183,320 187,548
----------- -----------
Total Partners' Capital ............................ 1,207,187 1,215,350
----------- -----------
Total Liabilities and Partner's..................... $ 2,608,600 $ 2,443,987
Capital.......................................... =========== ===========
</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>
Nine Months Nine Months
Ended Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Revenues:
Rental Income .................................................. $ 187,868 $ 188,641
Tenant Recoveries and Other Income ............................. 50,335 50,269
--------- ---------
Total Revenues ....................................... 238,203 238,910
--------- ---------
Expenses:
Real Estate Taxes .............................................. 38,635 37,534
Repairs and Maintenance ........................................ 11,595 11,828
Property Management ............................................ 8,989 6,882
Utilities ...................................................... 5,817 5,842
Insurance ...................................................... 934 525
Other .......................................................... 3,575 2,713
General and Administrative ..................................... 12,486 9,838
Interest Expense ............................................... 59,145 58,266
Amortization of Deferred Financing Costs ....................... 1,274 919
Depreciation and Other Amortization ............................ 41,628 43,495
--------- ---------
Total Expenses ...................................... 184,078 177,842
--------- ---------
Income from Operations Before Equity in Income of Other Real
Estate Partnerships and Equity in Income of Joint Ventures .... 54,125 61,068
Equity in Income of Other Real Estate Partnerships ................ 25,950 35,677
Equity in Income of Joint Ventures ................................ 189 372
--------- ---------
Income from Operations ............................................ 80,264 97,117
Gain on Sales of Real Estate ...................................... 18,289 9,904
--------- ---------
Net Income ........................................................ 98,553 107,021
Less: Preferred Unit Distributions ............................... (21,693) (21,693)
--------- ---------
Net Income Available to Unitholders ............................... $ 76,860 $ 85,328
========= =========
Net Income Available to Unitholders per Weighted Average Unit
Outstanding:
Basic .................................................. $ 1.67 $ 1.89
========= =========
Diluted ................................................ $ 1.67 $ 1.88
========= =========
</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 FOR PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, 2000 September 30, 1999
------------------- ------------------
<S> <C> <C>
Revenues:
Rental Income ........................................................ $ 63,200 $ 61,835
Tenant Recoveries and Other Income ................................... 16,914 17,028
-------- --------
Total Revenues ............................................. 80,114 78,863
-------- --------
Expenses:
Real Estate Taxes .................................................... 13,032 11,913
Repairs and Maintenance .............................................. 3,732 3,039
Property Management .................................................. 2,835 2,176
Utilities ............................................................ 2,009 1,897
Insurance ............................................................ 385 165
Other ................................................................ 1,165 920
General and Administrative ........................................... 5,060 3,382
Interest Expense ..................................................... 20,586 19,491
Amortization of Deferred Financing Costs ............................. 409 349
Depreciation and Other Amortization .................................. 11,990 14,332
-------- --------
Total Expenses ............................................ 61,203 57,664
-------- --------
Income from Operations Before Equity in Income of Other Real
Estate Partnerships and Equity in Income of Joint Ventures .......... 18,911 21,199
Equity in Income of Other Real Estate Partnerships ...................... 7,819 22,748
Equity in Income of Joint Ventures ...................................... 70 126
-------- --------
Income from Operations .................................................. 26,800 44,073
Gain on Sales of Real Estate ............................................ 6,144 1,509
-------- --------
Net Income .............................................................. 32,944 45,582
Less: Preferred Unit Distributions ..................................... (7,231) (7,231)
-------- --------
Net Income Available to Unitholders ..................................... $ 25,713 $ 38,351
======== ========
Net Income Available to Unitholders per Weighted Average Unit Outstanding:
Basic ........................................................ $ .56 $ .85
======== ========
Diluted ...................................................... $ .55 $ .85
======== ========
</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>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
------------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................... $ 98,553 $ 107,021
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation .................................................. 37,466 39,559
Amortization of Deferred Financing Costs ...................... 1,274 919
Other Amortization ............................................ 5,718 4,071
Provision for Bad Debts ....................................... 50 --
Equity in Income of Joint Ventures ............................ (189) (372)
Distributions from Joint Ventures ............................. 189 372
Gain on Sales of Properties ................................... (18,289) (9,904)
Equity in Income of Other Real Estate Partnerships ............ (25,950) (35,677)
Distributions from Investment in Other Real Estate
Partnerships ............................................ 25,950 35,677
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net ........................... (20,827) (7,451)
Increase in Deferred Rent Receivable .......................... (379) (3,137)
Increase in Accounts Payable and Accrued Expenses
and Rents Received in Advance and Security Deposits ...... 35,182 9,764
--------- ---------
Net Cash Provided by Operating Activities ............... 138,748 140,842
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of and Additions to Investment in Real Estate ....... (253,514) (122,568)
Net Proceeds from Sales of Investment in Real Estate........... 152,164 133,913
Investments in and Advances to Other Real Estate
Partnerships ............................................. (93,512) (104,863)
Distributions from Other Real Estate Partnerships.............. 24,412 87,152
Contributions to and Investments in Joint Venture ............. (37) (2,528)
Distributions from Joint Venture............................... 481 246
Repayment of Mortgage Loans Receivable ........................ 13,170 314
Increase in Restricted Cash ................................... (5,259) (4,750)
--------- ---------
Net Cash Used in Investing Activities .................... (162,095) (13,084)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions, Net........................................ 8,007 59
Unit Distributions ............................................ (85,229) (81,380)
Purchase of General Partner Units ............................. (11,699) --
Preferred Unit Distributions .................................. (14,462) (21,693)
Repayments on Mortgage Loans Payable .......................... (1,328) (2,588)
Proceeds from Acquisition Facilities Payable................... 195,500 82,100
Repayments on Acquisition Facilities Payable .................. (67,300) (121,300)
Book Overdraft ................................................ 2,158 3,910
Cost of Debt Issuance ......................................... (2,322) (812)
--------- ---------
Net Cash Provided by (Used in) Financing Activities .... 23,325 (141,704)
--------- ---------
Net Decrease in Cash and Cash Equivalents ..................... (22) (13,946)
Cash and Cash Equivalents, Beginning of Period ................ 22 13,946
--------- ---------
Cash and Cash Equivalents, End of Period ...................... $ -- $ --
========= =========
</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 84.3% ownership interest at September
30, 2000. The Company also owns a preferred general partnership interest in the
Operating Partnership 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 15.7% aggregate ownership interest at September 30, 2000.
The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s"), owns a 95% economic interest in FR Development
Services, Inc. as well as a limited partnership interest (subject in one case,
as described below, to a preferred limited partnership interest) in each of nine
limited partnerships (together, the "Other Real Estate Partnerships"). The
Operating Partnership, through separate wholly-owned limited liability companies
in which it is the sole member, also owns 10% equity interests in and provides
asset and property management services to, two joint ventures which invest in
industrial properties (the "September 1998 Joint Venture" and the "September
1999 Joint Venture").
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% 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 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. (hereinafter defined as the
"Consolidated Operating Partnership") on a consolidated basis. The Other Real
Estate Partnerships, the September 1998 Joint Venture and the September 1999
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 September
30, 2000, the Consolidated Operating Partnership owned 871 in-service properties
containing an aggregate of approximately 56.9 million square feet of gross
leasable area ("GLA"). On a combined basis, as of September 30, 2000, the Other
Real Estate Partnerships owned 105 in-service properties containing an aggregate
of approximately 12.7 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 unaudited 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 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 Operating Partnership'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 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 September 30, 2000 and December 31, 1999, and the reported
amounts of revenues and expenses for each of the nine months and three months
ended September 30, 2000 and 1999. Actual results could differ from those
estimates.
In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Consolidated Operating Partnership as of September 30, 2000 and the results of
its operations and its cash flows for each of the nine months and three months
ended September 30, 2000 and 1999.
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 $1,707 and $1,657 as of
September 30, 2000 and December 31, 1999, respectively.
7
<PAGE> 9
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, CONTINUED
Recent Accounting Pronouncements:
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FASB 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FASB Statement 133" was issued in June 2000. FASB
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FASB 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FASB 133, as amended, becomes effective for the Consolidated Operating
Partnership for the year ending December 31, 2001. The Consolidated Operating
Partnership does not expect this pronouncement to have a material impact on the
Consolidated Operating Partnership's consolidated financial position,
consolidated results of operations or consolidated cash flows.
In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Consolidated Operating
Partnership has applied the accounting mandated by Interpretation 44 as of July
1, 2000 and there has not been a material impact on the Consolidated Operating
Partnership's consolidated financial position, consolidated results of
operations or consolidated cash flows.
The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Company operations: the availability of a
taxable REIT subsidiary which may be wholly-owned directly by a REIT and a
reduction in the required level of distributions by a REIT to 90% of ordinary
taxable income. The Company may convert its preferred stock subsidiary to a
wholly-owned taxable REIT subsidiary on or after January 1, 2001.
8
<PAGE> 10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
3. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS
The investments in and advances to Other Real Estate Partnerships
reflects the Operating Partnership's limited partnership equity interests in and
advances to the entities referred to 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>
September 30, December 31,
2000 1999
------------- ------------
ASSETS
<S> <C> <C>
Assets:
Investment in Real Estate, Net ................. $435,588 $433,970
Other Assets, Net .............................. 97,460 38,491
-------- --------
Total Assets ........................... $533,048 $472,461
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ........................ $ 41,482 $ 41,891
Other Liabilities .............................. 35,184 35,620
-------- --------
Total Liabilities ..................... 76,666 77,511
-------- --------
Partners' Capital .............................. 456,382 394,950
-------- --------
Total Liabilities and Partners' Capital $533,048 $472,461
======== ========
</TABLE>
Condensed Combined Statements of Operations:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
------------------------------------- -------------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Total Revenues .............................. $ 47,384 $ 44,578 $ 16,100 $ 15,253
Property Expenses ........................... (11,435) (10,641) (3,796) (3,160)
General and Administrative .................. 16 (136) 128 (136)
Interest Expense ............................ (2,280) (2,300) (763) (773)
Amortization of Deferred Financing Costs..... (49) (50) (15) (16)
Depreciation and Other Amortization ......... (8,407) (7,911) (2,883) (2,701)
Gain on Sales of Real Estate ................ 3,922 15,437 136 15,490
-------- -------- -------- --------
Net Income .................................. $ 29,151 $ 38,977 $ 8,907 $ 23,957
======== ======== ======== ========
</TABLE>
9
<PAGE> 11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
4. INVESTMENTS IN JOINT VENTURES
During the nine months ended September 30, 2000, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in which
the Operating Partnership is the sole member, received, in the aggregate,
approximately $2,114 in asset management and property management fees from the
September 1998 Joint Venture and the September 1999 Joint Venture, collectively.
The Operating Partnership, through wholly-owned limited liability companies in
which it is the sole member, received distributions of approximately $627 and
$43 from the September 1998 Joint Venture and the September 1999 Joint Venture,
respectively. As of September 30, 2000, the September 1998 Joint Venture owned
143 industrial properties comprising approximately 7.3 million square feet of
GLA and the September 1999 Joint Venture owned 39 industrial properties
comprising approximately 1.2 million square feet of GLA.
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE
Acquisition Facility:
In June 2000, the Operating Partnership amended and restated the 1997
Unsecured Acquisition Facility and entered into a $300,000 unsecured revolving
credit facility (the "2000 Unsecured Acquisition Facility") which initially
bears interest at LIBOR plus .80% or the Prime Rate at the Operating
Partnership's election and provides for interest only payments until maturity.
Under the 2000 Unsecured Acquisition Facility, the Operating Partnership has the
right, subject to certain conditions, to increase the aggregate commitment under
the 2000 Unsecured Acquisition Facility up to $400,000. The Operating
Partnership may borrow under the 2000 Unsecured Acquisition Facility to finance
the acquisition and development of additional properties and for other corporate
purposes, including to obtain additional working capital. The 2000 Unsecured
Acquisition Facility contains certain financial covenants relating to debt
service coverage, market value net worth, dividend payout ratio and total funded
indebtedness. The 2000 Unsecured Acquisition Facility matures on June 30, 2003.
10
<PAGE> 12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
acquisition facility payable:
<TABLE>
<CAPTION>
INTEREST
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT RATE AT
----------------------------- ---------------------------- ------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, MATURITY
2000 1999 2000 1999 2000 DATE
------------- ----------- ------------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE, NET
CIGNA Loan ........................ $ 34,127 $ 34,636 $ 213 $ 216 7.500% 4/01/03
Assumed Loans ..................... 8,085 8,343 -- -- 9.250% 1/01/13
LB Mortgage Loan II ............... 705 705 -- -- 8.000% (1)
Acquisition Mortgage Loan I ....... 3,371 3,591 -- -- 8.500% 8/01/08
Acquisition Mortgage Loan II ...... 7,483 7,630 -- -- 7.750% 4/01/06
Acquisition Mortgage Loan III ..... 3,249 3,350 -- -- 8.875% 6/01/03
Acquisition Mortgage Loan IV ...... 2,375 2,423 -- -- 8.950% 10/01/06
Acquisition Mortgage Loan VI ...... 965(2) 991(2) -- -- 8.875% 11/01/06
Acquisition Mortgage Loan VII...... 1,344(2) 1,390(2) -- -- 9.750% 3/15/02
-------- ------- -------- --------
Total ............................. $ 61,704 $ 63,059 $ 213 $ 216
======== ======== ======== ========
SENIOR UNSECURED DEBT, NET
2005 Notes ........................ $ 50,000 $ 50,000 $ 1,246 $ 383 6.900% 11/21/05
2006 Notes ........................ 150,000 150,000 3,500 875 7.000% 12/01/06
2007 Notes ........................ 149,965(3) 149,961(3) 4,307 1,457 7.600% 5/15/07
2011 Notes ........................ 99,505(3) 99,470(3) 2,786 942 7.375% 5/15/11(4)
2017 Notes ........................ 99,835(3) 99,828(3) 2,500 625 7.500% 12/01/17
2027 Notes ........................ 99,871(3) 99,867(3) 2,701 914 7.150% 5/15/27(5)
2028 Notes ........................ 199,782(3) 199,776(3) 3,209 7,009 7.600% 7/15/28
2011 Drs .......................... 99,800(3) 99,786(3) 3,177 1,553 6.500%(7) 4/05/11(6)
-------- ------- -------- --------
Total ............................. $948,758 $948,688 23,426 $ 13,758
======== ======== ======== ========
ACQUISITION FACILITY PAYABLE
1997 Unsecured Acquisition
Facility ....................... $ -- $ 94,000 $ -- $ 663 (8) (8)
======== ======== ======== ========
2000 Unsecured Acquisition
Facility ....................... $222,200 $ -- $ 1,219 $ -- 7.430% 6/30/03
======== ======== ======== ========
</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 September 30, 2000, the Acquisition Mortgage Loan VI and the Acquisition
Mortgage Loan VII are net of unamortized premiums of $51 and $43,
respectively. At December 31, 1999, the Acquisition Mortgage Loan VI and
the Acquisition Mortgage Loan VII are net of unamortized premiums of $57
and $64, respectively.
(3) At September 30, 2000, the 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes,
2028 Notes and the 2011 Drs. are net of unamortized discounts of $35, $495,
$165, $129, $218 and $200, respectively. At December 31, 1999, the 2007
Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
net of unamortized discounts of $39, $530, $172, $133, $224 and $214,
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.
(8) The 1997 Unsecured Acquisition Facility was amended and restated in June
2000.
11
<PAGE> 13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and acquisition
facility payable for each of the next five years ending December 31, and
thereafter:
Amount
----------
Remainder of 2000 $ 458
2001 1,940
2002 3,325
2003 258,732
2004 1,319
Thereafter 967,331
----------
Total $1,233,105
==========
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.
6. 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 nine months ended September 30, 2000, the Company awarded
355,139 shares of restricted common stock to certain employees and 2,768 shares
of restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 14,903 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 $9,662 on the date of grant. The restricted common stock vests
over periods from one to ten years. Compensation expense will be charged to
earnings over the respective vesting periods.
During the nine months ended September 30, 2000, certain employees of the
Company exercised 340,600 non-qualified employee stock options. Gross proceeds
to the Company were approximately $8,349. The gross proceeds from the option
exercises were contributed to the Operating Partnership in exchange for Units
and are reflected in the Consolidated Operating Partnership's financial
statements as a general partner contribution.
12
<PAGE> 14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
6. PARTNERS' CAPITAL, CONTINUED
Non-Qualified Employee Stock Options:
On May 17, 2000, the Company granted 70,000 non-qualified employee stock
options. These stock options vest over one year and have a strike price of
$30.00 per share. These stock options expire ten years from the date of grant.
The exercise of these stock options will result in the issuance of Units to the
Company in the same amount.
On August 28, 2000, the Company granted 863,950 non-qualified employee
stock options. These stock options vest over three years and have a strike price
of $27.25 per share. The market price of the stock on the date of grant was
$28.75. The Company will amortize the in-the-money intrinsic value of the stock
options over the vesting period. These stock options expire ten years from the
date of grant. The exercise of these stock options will result in the issuance
of Units to the Company in the same amount.
Distributions:
On January 24, 2000, the Operating Partnership paid a fourth quarter 1999
distribution of $.62 per Unit, totaling approximately $28,164. On April 17, 2000
the Operating Partnership paid a first quarter 2000 distribution of $.62 per
Unit, totaling approximately $28,462. On July 17, 2000 the Operating Partnership
paid a second quarter 2000 distribution of $.62 per Unit, totaling approximately
$28,601.
On March 31, 2000, the Operating Partnership paid a first quarter 2000
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,
2000 totaled, in the aggregate, approximately $7,231.
On June 30, 2000, the Operating Partnership paid a second quarter 2000
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,
2000 totaled, in the aggregate, approximately $7,231.
Purchase of Units:
In March 2000, the Company's Board of Directors approved the repurchase of
up to $100,000 of the Company's common stock. The Company may make purchases
from time to time, if price levels warrant, in the open market or in privately
negotiated transactions. During the nine months ended September 30, 2000, the
Company repurchased 394,300 shares of its common stock at a weighted average
price per share of approximately $29.67. The Operating Partnership repurchased
general partnership Units from the Company in the same amount.
13
<PAGE> 15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
During the nine months ended September 30, 2000, the Consolidated Operating
Partnership acquired 41 industrial properties and several land parcels. The
aggregate purchase price for these acquisitions totaled approximately $169,547,
excluding costs incurred in conjunction with the acquisition of the properties
and the land parcel. The Consolidated Operating Partnership also completed the
development of 13 industrial properties comprising approximately 2.6 million
square feet of GLA at a cost of approximately $91,644.
8. SALES OF REAL ESTATE
During the nine months ended September 30, 2000, the Consolidated
Operating Partnership sold 49 industrial properties and several land parcels.
Gross proceeds from these sales were approximately $163,412. The gain on sales
of real estate was approximately $18,289.
9. 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. At September 30, 2000, the
Consolidated Operating Partnership had 104 properties comprising approximately
9.3 million square feet of GLA held for sale. There can be no assurance that
such properties held for sale will be sold.
The following table discloses certain information regarding the 104
industrial properties held for sale by the Consolidated Operating Partnership.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2000 1999 2000 1999
------------------- --------------------
<S> <C> <C> <C> <C>
Total Revenues $ 41,487 $ 38,854 $ 14,026 $ 12,795
Operating Expenses
(13,321) (12,648) (4,518) (3,877)
Depreciation and Amortization
(4,977) (6,584) (59) (2,195)
-------- -------- -------- --------
Income from Operations 23,189 19,622 9,449 6,723
======== ======== ======== ========
</TABLE>
14
<PAGE> 16
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR UNIT AND PER UNIT DATA)
10. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Interest paid, net of capitalized interest.................................. $ 48,924 $ 48,659
========= =========
Interest capitalized........................................................ $ 4,075 $ 3,893
========= =========
Supplemental Schedule of Noncash Investing and
Financing Activities:
Distribution payable on Units............................................... $ 28,409 $ 27,157
========= =========
Distribution payable on Preferred Units..................................... $ 7,231 $ --
========= =========
Exchange of Limited Partnership Units for General Partnership
Units:
Limited Partnership Units.................................................. (3,793) (1,972)
General Partnership Units.................................................. 3,793 1,972
--------- ---------
-- --
--------- ---------
Issuance of Units in exchange for property..................................... 869 --
========= =========
In Conjunction with the Property and Land Acquisitions,
the Following Assets and Liabilities Were Assumed:
Purchase of real estate..................................................... $ 169,547 $ 56,840
Accrued real estate taxes and security deposits............................. (2,017) (101)
--------- ---------
. $ 167,530 $ 56,739
========= =========
In conjunction with certain property sales, the Operating
Partnership provided seller financing on behalf of certain buyers:
Notes receivable............................................................ $ 5,149 $ --
========= =========
IN CONJUNCTION WITH THE CONTRIBUTION OF THREE PROPERTIES FROM THE
OPERATING PARTNERSHIP TO FIRST INDUSTRIAL SECURITIES, L.P. ON
AUGUST 19, 1999, THE FOLLOWING ASSETS AND LIABILITIES WERE
CONTRIBUTED:
Investment in real estate, net............................... $ 9,176
Tenant accounts receivable................................... 2
Deferred rent receivable..................................... 18
Accounts payable and accrued expenses........................ (73)
---------
Investment in other real estate partnerships................. $ 9,123
=========
</TABLE>
15
<PAGE> 17
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 Unit - 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>
Nine Months Ended Three Months Ended
----------------------------- ------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator:
Net Income ...................................... $ 98,553 $ 107,021 $ 32,944 $ 45,582
Less: Preferred Distributions ................... (21,693) (21,693) (7,231) (7,231)
--------- --------- --------- ---------
Net Income Available to Unitholders
- For Basic and Diluted EPU ................... $ 76,860 $ 85,328 $ 25,713 $ 38,351
========= ========= ========= =========
Denominator:
Weighted Average Units - Basic
45,918 45,233 46,051 45,255
Effect of Dilutive Securities:
Employee and Director Common Stock Options of
the Company that result in the issuance of
general partnership units .................... 225 114 291 100
--------- --------- --------- ---------
Weighted Average Units - Diluted
46,143 45,347 46,342 45,355
========= ========= ========= =========
Basic EPU:
Net Income Available to Unitholders ............. $ 1.67 $ 1.89 $ .56 $ .85
========= ========= ========= =========
Diluted EPU:
Net Income Available to Unitholders ............. $ 1.67 $ 1.88 $ .55 $ .85
========= ========= ========= =========
</TABLE>
16
<PAGE> 18
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 13 development projects totaling approximately 3.4 million square feet of GLA
for an estimated investment of approximately $136.2 million. Of this amount,
approximately $99.8 million remains to be funded. These developments are
expected to be funded with cash flow from operations, proceeds from the sales of
select properties of the Consolidated Operating Partnership and borrowings under
the Operating Partnership's 2000 Unsecured Acquisition Facility.
13. SUBSEQUENT EVENTS
From October 1, 2000 to November 10, 2000, the Consolidated Operating
Partnership acquired several land parcels for an aggregate purchase price of
approximately $11,882, excluding costs incurred in conjunction with the
acquisition of these land parcels. The Consolidated Operating Partnership also
sold eight industrial properties and several land parcels for approximately
$11,397 of gross proceeds.
On October 2, 2000, the Operating Partnership paid a third quarter 2000
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 October 2,
2000 totaled, in the aggregate, approximately $7,231.
On October 23, 2000, the Operating Partnership paid a second quarter 2000
distribution of $.62 per Unit, totaling approximately $28,409.
17
<PAGE> 19
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 these 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 real estate investment
trusts), availability of capital, interest rates, competition, supply and demand
for industrial properties in the Operating Partnership's current and proposed
market areas and general accounting principles, policies and guidelines
applicable to real estate investment trusts. 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 84.3% ownership interest at September 30, 2000. The Company
also owns a preferred general partnership interest in the Operating Partnership
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 15.7%
aggregate ownership interest at September 30, 2000.
The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s"), owns a 95% economic interest in FR Development
Services, Inc. as well as a limited partnership interest (subject in one case,
as described below, to a preferred limited partnership interest) in each of nine
limited partnerships (together, the "Other Real Estate Partnerships"). The
Operating Partnership, through separate wholly-owned limited liability companies
in which it is the sole member, also owns 10% equity interests in and provides
asset and property management services to, two joint ventures which invest in
industrial properties (the "September 1998 Joint Venture" and the "September
1999 Joint Venture"). The financial statements of the Operating Partnership
report the L.L.C.s and FR Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") on a consolidated basis. The Other Real
Estate Partnerships, the September 1998 Joint Venture and the September 1999
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.
18
<PAGE> 20
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% 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 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.
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 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 September 30, 2000, the Consolidated Operating Partnership owned 871
in-service properties with approximately 56.9 million square feet of gross
leasable area ("GLA"), compared to 854 in-service properties with approximately
54.0 million square feet of GLA at September 30, 1999. During the period between
October 1,1999 and September 30, 2000, the Consolidated Operating Partnership
acquired 52 properties comprising approximately 4.1 million square feet of GLA,
completed development of 21 properties totaling approximately 4.2 million square
feet of GLA and sold 52 properties totaling approximately 5.2 million square
feet of GLA. The Consolidated Operating Partnership also took three properties
out of service comprising approximately .1 million square feet of GLA. During
the period between October 1, 1999 and September 30, 2000, the Consolidated
Operating Partnership contributed one property comprising approximately .1
million square feet of GLA to First Industrial Securities, L.P.
The comparison of the nine months ended September 30, 2000 to the nine
months ended September 30, 1999 and the comparison of the three months ended
September 30, 2000 to the three months ended September 30, 1999 is shown net of
property acquisitions, developments placed in service and property dispositions.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Rental income and tenant recoveries and other income remained relatively
unchanged. Rental income and tenant recoveries and other income from properties
owned prior to January 1, 1999, increased by approximately $8.1 million or 4.2%
due primarily to general rent increases and an increase in recoverable income
due to an increase in 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 $4.2 million or 6.5% due primarily to increases in
real estate tax expense, property management expense and other expenses. The
increase in real estate tax expense is due to an increase in average GLA for the
nine months ended September 30, 2000 compared to the nine months ended September
30, 1999, as well as general increases in real estate taxes in many of the
Consolidated Operating Partnership's markets. The increase in property
management expense is primarily due to costs associated with the opening of a
regional office in California during the third quarter of 1999 as well as
general pay increases. Other expenses increased due primarily to an increase in
master lease payments associated with certain properties during the nine months
ended September 30, 2000 as compared to the nine months ended September 30,
1999. Property expenses from properties owned prior to January 1,1999 increased
approximately $3.2 million or 5.8% primarily due to an increase in real estate
tax expense. The increase in real estate tax expense is due to general increases
in real estate taxes in many of the Consolidated Operating Partnership's
markets.
19
<PAGE> 21
General and administrative expense increased by approximately $2.6
million due primarily to general pay increases and additional employees.
Interest expense increased by approximately $.9 million for the nine
months ended September 30, 2000 compared to the nine months ended September 30,
1999. The increase is primarily due to an increase in the weighted average
interest rate for the nine months ended September 30, 2000 (7.31%) compared to
the nine months ended September 30, 1999 (7.13%), offset by a decrease in the
average debt balance outstanding and an increase in capitalized interest for the
nine months ended September 30, 2000 as compared to the nine months ended
September 30, 1999. The average debt balance outstanding for the nine months
ended September 30, 2000 and 1999 was approximately $1,159.4 million and
$1,170.3 million, respectively. The increase in capitalized interest is due to
an increase in development activities.
Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of additional deferred financing costs
relating to the Operating Partnership's former $300 million unsecured line of
credit (the "1997 Unsecured Acquisition Facility") and the Operating
Partnership's 2000 Unsecured Acquisition Facility (defined below) which amended
and restated the 1997 Unsecured Acquisition Facility.
Depreciation and other amortization decreased by approximately $1.9
million due primarily to the Consolidated Operating Partnership ceasing
depreciation and amortization on properties it considers held for sale as well
as due to properties sold subsequent to December 31, 1998. This decrease is
offset by depreciation and amortization related to properties acquired or
developed subsequent to December 31, 1998.
Equity in income of Other Real Estate Partnerships decreased by
approximately $9.7 million due primarily to a decrease in gain on sales of real
estate for the nine months ended September 30, 2000 as compared to the nine
months ended September 30, 1999, offset by an increase in average occupied GLA
for the nine months ended September 30, 2000 compared to the nine months ended
September 30, 1999. During the nine months ended September 30, 2000, the Other
Real Estate Partnerships sold four industrial properties and one land parcel for
a gain of approximately $3.9 million. During the nine months ended September 30,
1999, the Other Real Estate Partnerships sold ten industrial properties for a
gain of approximately $15.4 million.
The $18.3 million gain on sales of properties for the nine months ended
September 30, 2000 resulted from the sale of 49 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $163.4
million.
The $9.9 million gain on sales of properties for the nine months ended
September 30, 1999 resulted from the sale of 40 industrial properties and two
land parcels. Gross proceeds from these sales were approximately $140.4 million.
Approximately $4.8 million and $3.8 million of the gross proceeds from the sales
of these properties were received from the September 1998 Joint Venture and the
Financing Partnership, respectively (the Consolidated Operating Partnership sold
two properties to the September 1998 Joint Venture and one property to the
Financing Partnership, in each case, at the Consolidated Operating Partnership's
approximate net book value).
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Rental income and tenant recoveries and other income increased by
approximately $1.3 million or 1.6% due primarily to an increase in average
occupied GLA for the three months ended September 30, 2000, compared to the
three months ended September 30, 1999. Rental income and tenant recoveries and
other income from properties owned prior to July 1, 1999, increased by
approximately $3.9 million or 6.0% due primarily to general rent increases and
an increase in recoverable income due to an increase in property expenses as
discussed below.
20
<PAGE> 22
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $3.0 million or 15.2% due primarily to increases in
real estate tax expense, property management expense and other expenses. The
increase in real estate tax expense is due to an increase in average GLA for the
three months ended September 30, 2000 compared to the three months ended
September 30, 1999, as well as general increases in real estate in many of the
Consolidated Operating Partnership's markets. The increase in property
management expense is primarily due to costs associated with the opening of a
regional office in California during the third quarter of 1999 as well as
general pay increases. Other expenses increased due primarily to an increase in
master lease payments associated with certain properties during the three months
ended September 30, 2000 as compared to the three months ended September 30,
1999. Property expenses from properties owned prior to July 1, 1999 increased
approximately $1.9 million or 10.8% due to an increase in real estate tax
expense. The increase in real estate tax expense is due to general increases in
real estate taxes in many of the Consolidated Operating Partnership's markets.
General and administrative expense increased by approximately $1.7
million due primarily to general pay increases and additional employees.
Interest expense increased by approximately $1.1 million for the three
months ended September 30, 2000 compared to the three months ended September 30,
1999. The increase is primarily due to an increase in the weighted average
interest rate for the three months ended September 30, 2000 (7.35%) compared to
the three months ended September 30, 1999 (7.14%) and an increase in the average
debt balance outstanding for the three months ended September 30, 2000 as
compared to the three months ended September 30, 1999. The average debt balance
outstanding for the three months ended September 30, 2000 and 1999 was
approximately $1,195.5 million and $1,180.1 million, respectively.
Amortization of deferred financing costs increased by approximately $.1
million due primarily to amortization of additional deferred financing costs
relating to the Operating Partnership's 2000 Unsecured Acquisition Facility
(defined below).
Depreciation and other amortization decreased by approximately $2.3
million due primarily to the Consolidated Operating Partnership ceasing
depreciation and amortization on properties it considers held for sale as well
as due to properties sold subsequent to June 30, 1999. This decrease is offset
by depreciation and amortization related to properties acquired or developed
subsequent to June 30, 1999.
Equity in income of Other Real Estate Partnerships decreased by
approximately $14.9 million due primarily to a decrease in gain on sales of real
estate for the three months ended September 30, 2000 as compared to the three
months ended September 30, 1999, offset by an increase in average occupied GLA
for the three months ended September 30, 2000 compared to the three months ended
September 30, 1999. During the three months ended September 30, 2000, the Other
Real Estate Partnerships sold one industrial property for a gain of
approximately $.1 million. During the three months ended September 30, 1999, the
Other Real Estate Partnerships sold ten industrial properties for a gain of
approximately $15.5 million.
The $6.1 million gain on sales of properties for the three months ended
September 30, 2000 resulted from the sale of 17 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $50.9
million.
The $1.5 million gain on sales of properties for the three months ended
September 30, 1999 resulted from the sale of 16 industrial properties and one
land parcel. Gross proceeds from these sales were approximately $63.8 million.
Approximately $3.8 million of the gross proceeds from the sales of these
properties was received from the Financing Partnership (the Consolidated
Operating Partnership sold one property to the Financing Partnership at the
Consolidated Operating Partnership's approximate net book value).
21
<PAGE> 23
LIQUIDITY AND CAPITAL RESOURCES
On September 30, 2000, the Consolidated Operating Partnership's
restricted cash totaled approximately $6.2 million. Restricted cash was
comprised of gross proceeds from the sales of certain properties. These sales
proceeds will be disbursed as the Consolidated Operating Partnership exchanges
into properties under Section 1031 of the Internal Revenue Code.
NINE MONTHS ENDED SEPTEMBER 30, 2000
Net cash provided by operating activities of approximately $138.7 million
for the nine months ended September 30, 2000 was comprised primarily of net
income of approximately $98.6 million and adjustments for non-cash items of
approximately $25.8 million and the net change in operating assets and
liabilities of approximately $14.3 million. The adjustments for the non-cash
items of approximately $25.8 million are primarily comprised of depreciation and
amortization of approximately $44.4 million and a provision for bad debts of
approximately $.1 million, offset by the gain on sales of real estate of
approximately $18.3 million and the effect of the straight-lining of rental
income of approximately $.4 million.
Net cash used in investing activities of approximately $162.1 million for
the nine months ended September 30, 2000 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, investments in
and advances to the 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 investments in the September 1998 Joint Venture
and the September 1999 Joint Venture, net proceeds from the sales of real estate
and the repayment of mortgage loans receivable.
Net cash provided by financing activities of approximately $23.3 million
for the nine months ended September 30, 2000 was comprised primarily of Unit
(defined below) and preferred general partnership unit distributions, the
purchase of general partnership Units, repayments on mortgage loans payable and
debt issuance costs incurred in conjunction with the 2000 Unsecured Acquisition
Facility (defined below), offset by the net borrowings under the Operating
Partnership's 1997 Unsecured Acquisition Facility and 2000 Unsecured Acquisition
Facility, Unit contributions and a book overdraft.
NINE MONTHS ENDED SEPTEMBER 30, 1999
Net cash provided by operating activities of approximately $140.8 million
for the nine months ended September 30, 1999 was comprised primarily of net
income of approximately $107.0 million, adjustments for non-cash items of
approximately $31.5 million and the net change in operating assets and
liabilities of approximately $2.3 million. The adjustments for the non-cash
items of approximately $31.5 million are primarily comprised of depreciation and
amortization of approximately $44.5 million, offset by the gain on sales of real
estate of approximately $9.9 million and the effect of the straight-lining of
rental income of approximately $3.1 million.
Net cash used in investing activities of approximately $13.1 million
for the nine months ended September 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, and
investments in and advances to the 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 the Other Real Estate
Partnerships, distributions from investment in the September 1998 Joint Venture,
net proceeds from the sales of real estate and the repayment of mortgage loans
receivable.
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<PAGE> 24
Net cash used in financing activities of approximately $141.7 million for
the nine months ended September 30, 1999 was comprised primarily of Unit
(defined below) and preferred general partnership unit distributions, repayments
on mortgage loans payable, debt issuance costs and net repayments on the
Operating Partnership's 1997 Unsecured Acquisition Facility, offset by Unit
contributions and a book overdraft.
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 September 30, 2000
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 September 30, 2000, $222.2 million (approximately 18.0% of total debt
at September 30, 2000) of the Consolidated Operating Partnership's debt was
variable rate debt (all of the variable rate debt relates to the Operating
Partnership's 2000 Unsecured Acquisition Facility (defined below)) and $1,010.5
million (approximately 82.0% of total debt at September 30, 2000) 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 Operating Partnership until
the Consolidated Operating Partnership is required to refinance such debt. See
Note 5 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 September 30,
2000, 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 $1.7 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at September 30, 2000 by approximately $46.5 million to $897.2
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at September 30, 2000 by approximately $52.1 million to $995.8
million. A 10% increase in interest rates would decrease the fair value of the
Written Options at September 30, 2000 by approximately $2.4 million to $3.7
million. A 10% decrease in interest rates would increase the fair value of the
Written Options at September 30, 2000 by approximately $4.1 million to $10.2
million.
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<PAGE> 25
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
During the nine months ended September 30, 2000, the Consolidated
Operating Partnership acquired 41 industrial properties and several land
parcels. The aggregate purchase price for these acquisitions totaled
approximately $169.5 million, excluding costs incurred in conjunction with the
acquisition of the properties and the land parcel. The Consolidated Operating
Partnership also completed the development of 13 industrial properties
comprising approximately 2.6 million square feet of GLA at a cost of
approximately $91.6 million.
During the nine months ended September 30, 2000, the Consolidated
Operating Partnership sold 49 industrial properties and several land parcels.
Gross proceeds from these sales were approximately $163.4 million.
The Consolidated Operating Partnership has committed to the construction
of 13 development projects totaling approximately 3.4 million square feet of GLA
for an estimated investment of approximately $136.2 million. Of this amount,
approximately $99.8 million remains to be funded. These developments are
expected to be funded with cash flow from operations, proceeds from the sales of
select properties of the Consolidated Operating Partnership and borrowings under
the Operating Partnership's 2000 Unsecured Acquisition Facility (defined below).
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. At September 30, 2000, the
Consolidated Operating Partnership had 104 properties comprising approximately
9.3 million square feet of GLA held for sale. Income from operations of the 104
properties held for sale for the nine months ended September 30, 2000 and 1999
is approximately $23.2 million and $19.6 million, respectively. Income from
operations of the 104 properties held for sale for the three months ended
September 30, 2000 and 1999 is approximately $9.5 million and $6.7 million,
respectively. Net carrying value of the 104 properties held for sale at
September 30, 2000 is approximately $333.6 million. There can be no assurance
that such properties held for sale will be sold.
INVESTMENTS IN JOINT VENTURES
During the nine months ended September 30, 2000, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in which
the Operating Partnership is the sole member, received, in the aggregate,
approximately $2.1 million in asset management and property management fees from
the September 1998 Joint Venture and the September 1999 Joint Venture,
collectively. The Operating Partnership, through wholly-owned limited liability
companies in which it is the sole member, received distributions of
approximately $.6 million and .1 million from the September 1998 Joint Venture
and the September 1999 Joint Venture, respectively. As of September 30, 2000,
the September 1998 Joint Venture owned 143 industrial properties comprising
approximately 7.3 million square feet of GLA and the September 1999 Joint
Venture owned 39 industrial properties comprising approximately 1.2 million
square feet of GLA.
ACQUISITION FACILITY PAYABLE
In June 2000, the Operating Partnership amended and restated the 1997
Unsecured Acquisition Facility and entered into a $300.0 million unsecured
revolving credit facility (the "2000 Unsecured Acquisition Facility") which
initially bears interest at LIBOR plus .80% or the Prime Rate at the Operating
Partnership's election, and provides for interest only payments until maturity.
Under the 2000 Unsecured Acquisition Facility, the Operating Partnership has the
right, subject to certain conditions, to increase the aggregate commitment under
the 2000 Unsecured Acquisition Facility up to $400.0 million. The Operating
Partnership may borrow under the 2000 Unsecured Acquisition Facility to finance
the
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<PAGE> 26
acquisition and development of additional properties and for other corporate
purposes, including to obtain additional working capital. The 2000 Unsecured
Acquisition Facility contains certain financial covenants relating to debt
service coverage, market value net worth, dividend payout ratio and total funded
indebtedness. The 2000 Unsecured Acquisition Facility matures on June 30, 2003.
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 nine months ended September 30, 2000, the Company awarded
355,139 shares of restricted common stock to certain employees and 2,768 shares
of restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 14,903 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 $9.7 million on the date of grant. The restricted common stock
vests over periods from one to ten years. Compensation expense will be charged
to earnings over the respective vesting periods.
During the nine months ended September 30, 2000, certain employees of the
Company exercised 340,600 non-qualified employee stock options. Gross proceeds
to the Company were approximately $8.3 million. The gross proceeds from the
option exercises were contributed to the Operating Partnership in exchange for
Units and are reflected in the Consolidated Operating Partnership's financial
statements as a general partner contribution.
NON-QUALIFIED EMPLOYEE STOCK OPTIONS
On May 17, 2000, the Company granted 70,000 non-qualified employee stock
options. These stock options vest over one year and have a strike price of
$30.00 per share. These stock options expire ten years from the date of grant.
The exercise of these stock options will result in the issuance of Units to the
Company in the same amount.
On August 28, 2000, the Company granted 863,950 non-qualified employee
stock options. These stock options vest over three years and have a strike price
of $27.25 per share. The market price of the stock on the date of grant was
$28.75. The Company will amortize the in-the-money intrinsic value of the stock
options over the vesting period. These stock options expire ten years from the
date of grant. The exercise of these stock options will result in the issuance
of Units to the Company in the same amount.
DISTRIBUTIONS
On January 24, 2000, the Operating Partnership paid a fourth quarter 1999
distribution of $.62 per Unit, totaling approximately $28.2 million. On April
17, 2000, the Operating Partnership paid a first quarter 2000 distribution of
$.62 per Unit, totaling approximately $28.5 million. On July 17, 2000, the
Operating Partnership paid a first quarter 2000 distribution of $.62 per Unit,
totaling approximately $28.6 million.
On March 31, 2000, the Operating Partnership paid a first quarter 2000
distribution of $54.688 per unit on its Series B Cumulative Preferred Units,
$53.906 per unit on its Series C Cumulative Preferred
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<PAGE> 27
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, 2000 totaled, in the aggregate, approximately
$7.2 million.
On June 30, 2000, the Operating Partnership paid a second quarter 2000
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,
2000, totaled, in the aggregate, approximately $7.2 million.
PURCHASE OF UNITS
In March 2000, the Company's Board of Directors approved the repurchase
of up to $100,000 of the Company's common stock. The Company may make purchases
from time to time, if price levels warrant, in the open market or in privately
negotiated transactions. During the nine months ended September 30, 2000, the
Company repurchased 394,300 shares of its common stock at a weighted average
price per share of approximately $29.67. The Operating Partnership repurchased
general partnership Units from the Company in the same amount.
SUBSEQUENT EVENTS
From October 1, 2000 to November 10, 2000, the Consolidated Operating
Partnership acquired several land parcels for an aggregate purchase price of
approximately $11.9 million, excluding costs incurred in conjunction with the
acquisition of these land parcels. The Consolidated Operating Partnership also
sold eight industrial properties and several land parcels for approximately
$11.4 million of gross proceeds.
On October 2, 2000, the Operating Partnership paid a third quarter 2000
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 October 2,
2000, totaled, in the aggregate, approximately $7.2 million.
On October 23, 2000, the Operating Partnership paid a second quarter 2000
distribution of $.62 per Unit, totaling approximately $28.4 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.
The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and other
nonrecurring capital improvements through the disposition of select assets,
long-term secured and unsecured indebtedness and the issuance of additional
Units and preferred units. As of September 30, 2000 and November 10, 2000,
$100.0 million of debt securities was registered and unissued under the
Securities Act of 1933, as amended. The Consolidated Operating Partnership also
may finance the development or acquisition of additional properties through
borrowings under the Operating Partnership's 2000 Unsecured Acquisition
Facility. At September 30, 2000, borrowings under the Operating Partnership's
2000 Unsecured Acquisition Facility bore interest at a weighted average interest
rate of approximately 7.43%. As of November 10, 2000 the Operating Partnership
had approximately $33.9 million available for additional borrowings under the
2000 Unsecured Acquisition Facility.
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OTHER
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FASB 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FASB Statement 133" was issued in June 2000. FASB
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FASB 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FASB 133, as amended, becomes effective for the Consolidated Operating
Partnership for the year ending December 31, 2001. The Consolidated Operating
Partnership does not expect this pronouncement to have a material impact on the
Consolidated Operating Partnership's consolidated financial position,
consolidated results of operations or consolidated cash flows.
In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Consolidated Operating
Partnership has applied the accounting mandated by Interpretation 44 as of July
1, 2000 and there has not been a material impact on the Consolidated Operating
Partnership's consolidated financial position, consolidated results of
operations or consolidated cash flows.
The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Company operations: the availability of a
taxable REIT subsidiary which may be wholly-owned directly by a REIT and a
reduction in the required level of distributions by a REIT to 90% of ordinary
taxable income. The Company may convert its preferred stock subsidiary to a
wholly-owned taxable REIT subsidiary on or after January 1, 2001.
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.
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<PAGE> 29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the nine months ended September 30, 2000, the Operating Partnership
issued an aggregate of 30,413 Units having an aggregate market value of
approximately $.9 million in exchange for property. During the period
October 1, 2000 to November 10, 2000, the Operating Partnership issued an
aggregate of 84,302 Units having an aggregate market value of approximately
$2.6 million in exchange for property.
The above Units were issued in a private placement in reliance on Section 4
(2) of the Securities Act of 1933, as amended, including Regulation D
promulgated thereunder, to individuals or entities holding real property or
interests therein. No underwriters were used in connection with such
issuance.
Subject to lock-up periods and certain adjustments, Units are generally
convertible into common stock, par value $.01, of the Company on a
one-for-one basis.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In August 2000, the Operating Partnership solicited the written consent of
its limited partners to an amendment to the Sixth Amended and Restated
Limited Partnership Agreement of the Operating Partnership, dated March 18,
1998. Such amendment, the Thirteenth Amendment, dated as of September 1,
2000, is incorporated herein by reference to Exhibit 10.1 of First Industrial
Realty Trust, Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102. The votes cast in connection with the amendment were as follows:
For the amendment: 7,157,709
Against the amendment: 82,167
Abstentions: 2,167
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
Exhibit No. Description
----------- -----------
3.1 Thirteenth Amendment, dated as of September 1, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.2 Fourteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.2 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.3 Fifteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.3 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.4 Sixteenth Amendment, dated as of October 27, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.4 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
27* Financial Data Schedule
* Filed herewith.
Report on Form 8-K:
None.
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<PAGE> 30
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: November 13, 2000 By: /s/ Michael J. Havala
------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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<PAGE> 31
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Thirteenth Amendment, dated as of September 1, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.2 Fourteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.2 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.3 Fifteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.3 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
3.4 Sixteenth Amendment, dated as of October 27, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.4 of First Industrial Realty Trust,
Inc.'s Form 10-Q for the quarter ended September 30, 2000, File
No. 1-13102)
27* Financial Data Schedule
* Filed herewith.
30
