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, 2001
[ ] 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 [ ]
FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2001
INDEX
PAGE
----
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2001
and December 31, 2000 ..................................................... 2
Consolidated Statements of Operations for the Nine Months
Ended September 30, 2001 and September 30, 2000 ........................... 3
Consolidated Statements of Operations for the Three Months
Ended September 30, 2001 and September 30, 2000 ........................... 4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2001 and September 30, 2000 ........................... 5
Notes to Consolidated Financial Statements ................................ 6-18
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................. 19-29
Item 3. Quantitative and Qualitative Disclosures About Market Risk ............ 29
PART II: OTHER INFORMATION
Item 1. Legal Proceedings ................................................... 30
Item 2. Changes in Securities ............................................... 30
Item 3. Defaults Upon Senior Securities ..................................... 30
Item 4. Submission of Matters to a Vote of Security Holders ................. 30
Item 5. Other Information ................................................... 30
Item 6. Exhibits and Report on Form 8-K ..................................... 30
SIGNATURE ...................................................................... 31
EXHIBIT INDEX .................................................................. 32
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
September 30, December 31,
2001 2000
----------- -----------
ASSETS
Assets:
Investment in Real Estate:
Land .................................................................................... $ 358,548 $ 341,746
Buildings and Improvements .............................................................. 1,673,324 1,643,540
Furniture, Fixtures and Equipment ....................................................... 1,249 1,353
Construction in Progress ................................................................ 114,607 33,913
Less: Accumulated Depreciation .......................................................... (202,683) (182,480)
----------- -----------
Net Investment in Real Estate ................................................... 1,945,045 1,838,072
Real Estate Held for Sale, Net of Accumulated Depreciation and Amortization
of $20,533 at September 30, 2001 and $21,974 at
December 31, 2000 ........................................................................ 143,160 190,379
Investments in and Advances to Other Real Estate Partnerships .............................. 389,832 381,231
Cash and Cash Equivalents .................................................................. 6,690 3,644
Restricted Cash ............................................................................ 32,626 23,027
Tenant Accounts Receivable, Net ............................................................ 8,842 8,857
Investments in Joint Ventures .............................................................. 5,818 6,158
Deferred Rent Receivable ................................................................... 12,016 10,887
Deferred Financing Costs, Net .............................................................. 10,584 10,543
Prepaid Expenses and Other Assets, Net ..................................................... 39,302 66,609
----------- -----------
Total Assets .................................................................... $ 2,593,915 $ 2,539,407
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ................................................................ $ 48,388 $ 61,242
Senior Unsecured Debt, Net ................................................................. 1,048,457 948,781
Acquisition Facility Payable ............................................................... 152,000 170,000
Accounts Payable and Accrued Expenses ...................................................... 71,183 94,448
Rents Received in Advance and Security Deposits ............................................ 18,635 17,593
Distributions Payable ...................................................................... 37,891 37,512
----------- -----------
Total Liabilities ............................................................... 1,376,554 1,329,576
----------- -----------
Commitments and Contingencies ................................................................. -- --
Partners' Capital:
General Partner Preferred Units (140,000 units issued and
outstanding at September 30, 2001 and December 31, 2000) ................................ 336,990 336,990
General Partner Units (39,638,829 and 38,844,086 units issued
and outstanding at September 30, 2001 and December 31, 2000,
respectively) ........................................................................... 720,703 697,864
Unamortized Value of General Partnership Restricted Units ................................ (7,429) (8,812)
Limited Partners' Units (6,993,226 and 7,223,859 units issued
and outstanding at September 30, 2001 and December 31, 2000,
respectively) ........................................................................... 178,178 183,406
Amortization of Stock Based Compensation .................................................. 1,121 383
Accumulated Other Comprehensive Loss ...................................................... (12,202) --
----------- -----------
Total Partners' Capital ....................................................... 1,217,361 1,209,831
----------- -----------
Total Liabilities and Partners' Capital ....................................... $ 2,593,915 $ 2,539,407
=========== ===========
The accompanying notes are an integral part of the financial statements.
2
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)
Nine Months Ended Nine Months Ended
September 30, 2001 September 30, 2000
------------------ -------------------
Revenues:
Rental Income .......................................................... $ 183,429 $ 187,868
57,904 50,335
Tenant Recoveries and Other Income ..................................... --------- ---------
241,333 238,203
Total Revenues ............................................... --------- ---------
Expenses: 37,736 38,635
Real Estate Taxes ...................................................... 13,022 11,595
Repairs and Maintenance ................................................ 8,272 8,989
Property Management .................................................... 6,340 5,817
Utilities .............................................................. 1,335 934
Insurance .............................................................. 3,326 3,575
Other .................................................................. 13,070 12,486
General and Administrative ............................................. 59,733 59,145
Interest Expense ....................................................... 1,307 1,274
Amortization of Deferred Financing Costs ............................... 43,384 41,628
Depreciation and Other Amortization .................................... --------- ---------
187,525 184,078
Total Expenses .............................................. --------- ---------
Income from Operations Before Equity in Income of Other Real 53,808 54,125
Estate Partnerships and Equity in Income of Joint Ventures ............ 38,706 25,950
Equity in Income of Other Real Estate Partnerships ........................ 751 189
Equity in Income of Joint Ventures ........................................ --------- ---------
93,265 80,264
Income from Operations .................................................... 33,743 18,289
Gain on Sale of Real Estate ............................................... --------- ---------
127,008 98,553
Income Before Extraordinary Loss .......................................... (10,309) --
Extraordinary Loss ........................................................ --------- ---------
116,699 98,553
Net Income ................................................................ (21,693) (21,693)
Less: Preferred Unit Distributions ....................................... --------- ---------
$ 95,006 $ 76,860
Net Income Available to Unitholders ....................................... ========= =========
Net Income Available to Unitholders Before Extraordinary Loss Per
Weighted Average Unit Outstanding: $ 2.26 $ 1.67
Basic .......................................................... ========= =========
$ 2.25 $ 1.67
Diluted ........................................................ ========= =========
Net Income Available to Unitholders Per Weighted Average Unit
Outstanding: $ 2.04 $ 1.67
Basic .......................................................... ========= =========
$ 2.03 $ 1.67
Diluted ........................................................ ========= =========
$ 116,699 $ 98,553
Net Income ................................................................
Other Comprehensive Income (Loss): (14,920) --
Cumulative Transition Adjustment ............................... (191) --
Settlement of Interest Rate Protection Agreements ..............
Write-off of Unamortized Interest Rate Protection Agreement 2,156 --
Due to the Early Retirement of Debt ...................... 753 --
Amortization of Interest Rate Protection Agreements ............ --------- ---------
$ 104,497 $ 98,553
Comprehensive Income ...................................................... ========= =========
The accompanying notes are an integral part of the financial statements.
3
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)
Three Months Ended Three Months Ended
September 30, 2001 September 30, 2000
--------------------- ------------------
Revenues:
Rental Income ....................................................... $ 59,462 $ 63,200
Tenant Recoveries and Other Income .................................. 18,779 16,914
-------- --------
Total Revenues ............................................ 78,241 80,114
-------- --------
Expenses:
Real Estate Taxes ................................................... 12,275 13,032
Repairs and Maintenance ............................................. 3,810 3,732
Property Management ................................................. 2,407 2,835
Utilities ........................................................... 1,648 2,009
Insurance ........................................................... 311 385
Other ............................................................... 1,194 1,165
General and Administrative .......................................... 3,888 5,060
Interest Expense .................................................... 19,337 20,586
Amortization of Deferred Financing Costs ............................ 442 409
Depreciation and Other Amortization ................................. 14,821 11,990
-------- --------
Total Expenses ........................................... 60,133 61,203
-------- --------
Income from Operations Before Equity in Income of Other Real
Estate Partnerships and Equity in Income of Joint Ventures ......... 18,108 18,911
Equity in Income of Other Real Estate Partnerships ..................... 14,718 7,819
Equity in Income of Joint Ventures ..................................... 315 70
-------- --------
Income from Operations ................................................. 33,141 26,800
Gain on Sale of Real Estate ............................................ 12,131 6,144
-------- --------
Net Income ............................................................. 45,272 32,944
Less: Preferred Unit Distributions .................................... (7,231) (7,231)
-------- --------
Net Income Available to Unitholders .................................... $ 38,041 $ 25,713
======== ========
Net Income Available to Unitholders per Weighted Average Unit
Outstanding:
Basic ....................................................... $ .81 $ .56
======== ========
Diluted ..................................................... $ .81 $ .55
======== ========
Net Income ............................................................. $ 45,272 $ 32,944
Other Comprehensive Income:
Amortization of Interest Rate Protection Agreements ......... 51 --
-------- --------
Comprehensive Income ................................................... $ 45,323 $ 32,944
======== ========
The accompanying notes are an integral part of the financial statements.
4
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Nine Months Ended Nine Months Ended
September 30, 2001 September 30, 2000
------------------ -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ......................................................... $ 116,699 $ 98,553
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ...................................................... 37,185 37,466
Amortization of Deferred Financing Costs .......................... 1,307 1,274
Other Amortization ................................................ 10,269 5,718
Equity in Income of Joint Ventures................................. (751) (189)
Distributions from Joint Ventures ................................. 751 189
Gain on Sale of Real Estate ....................................... (33,743) (18,289)
Extraordinary Loss ................................................ 10,309 --
Equity in Income of Other Real Estate Partnerships ................ (38,706) (25,950)
Distributions from Investment in Other Real Estate
Partnerships ................................................. 38,706 25,950
Decrease (Increase) in Tenant Accounts Receivable and
Prepaid Expenses and Other Assets, Net ....................... 1,094 (20,777)
Increase in Deferred Rent Receivable .............................. (2,315) (379)
(Decrease) Increase in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits ..................................................... (18,944) 35,182
--------- ---------
Net Cash Provided by Operating Activities .................... 121,861 138,748
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of and Additions to Investment in Real Estate ........... (296,147) (253,514)
Net Proceeds from Sales of Investment in Real Estate .............. 236,180 152,164
Investments in and Advances to Other Real Estate
Partnerships ................................................. (92,471) (93,512)
Distributions from Other Real Estate Partnerships ................. 83,870 24,412
Contributions to and Investments in Joint Venture ................. -- (37)
Distributions from Joint Ventures ................................. 340 481
Repayment of Mortgage Loans Receivable ............................ 2,987 13,170
Increase in Restricted Cash ....................................... (9,599) (5,259)
--------- ---------
Net Cash Used in Investing Activities ........................ (74,840) (162,095)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ................................................. 16,646 8,007
Unit Distributions ................................................. (91,543) (85,229)
Purchase of General Partner Units .................................. (5,141) (11,699)
Repurchase of Restricted Units ..................................... (1,866) --
Preferred Unit Distributions ....................................... (21,693) (14,462)
Repayments on Mortgage Loans Payable ............................... (12,826) (1,328)
Proceeds from Senior Unsecured Debt ................................ 199,390 --
Repayment of Senior Unsecured Debt ................................. (100,000) --
Proceeds from Acquisition Facilities Payable ....................... 322,300 195,500
Repayments on Acquisition Facilities Payable ....................... (340,300) (67,300)
Book Overdraft ..................................................... -- 2,158
Cost of Debt Issuance and Prepayment Fees .......................... (8,942) (2,322)
--------- ---------
Net Cash (Used in) Provided by Financing Activities ......... (43,975) 23,325
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents ............... 3,046 (22)
Cash and Cash Equivalents, Beginning of Period ..................... 3,644 22
--------- ---------
Cash and Cash Equivalents, End of Period ........................... $ 6,690 $ --
========= =========
The accompanying notes are an integral part of the financial statements.
5
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIP
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 is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85% ownership interest at September 30, 2001. 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, in the aggregate,
approximately a 15% interest in the Operating Partnership at September 30, 2001.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the sole stockholder of First Industrial
Development Services, Inc. (f/k/a FR Development Services, Inc.), and holds at
least a 99% limited partnership interest in each of eight 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 Partnerships 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.
The consolidated financial statements of the Operating Partnership
report the L.L.C.s and First Industrial 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. As of September 30, 2001, the Consolidated Operating Partnership
owned 824 in-service properties containing an aggregate of approximately 52.5
million square feet of gross leasable area ("GLA"). On a combined basis, as of
September 30, 2001, the Other Real Estate Partnerships owned 106 in-service
properties containing an aggregate of approximately 11.8 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
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 2000 Form
10-K/A No. 1 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, 2000
audited financial statements included in the Operating Partnership's 2000 Form
10-K/A No. 1 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, 2001 and December 31, 2000, and the reported
amounts of revenues and expenses for each of the nine months and three months
ended September 30, 2001 and 2000. 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, 2001 and the
results of its operations for each of the nine months and three months ended
September 30, 2001 and 2000 and its cash flows for the nine months ended
September 30, 2001 and 2000.
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 as
of September 30, 2001 and December 31, 2000.
Recent Accounting Pronouncements:
On January 1, 2001, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"), as amended by Statement of Financial Accounting
Standards No. 138, "Accounting for Derivative Instruments and Hedging
Activities- An Amendment of FAS Statement 133". FAS 133, as amended, establishes
accounting and reporting standards for derivative instruments. Specifically, FAS
133, as amended, requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and to measure
those instruments at fair value. Additionally, the fair value adjustment will
affect either other comprehensive income (shareholders' equity) or net income,
depending on whether the derivative instrument qualifies as a hedge for
accounting purposes and, if so, the nature of the hedging activity. FAS 133, as
amended, also requires that any gains or losses on derivative instruments that
are reported independently as deferred gains or losses (assets or liabilities)
in the statement of financial position at the date of initial application shall
be derecognized and reported as a cumulative transition adjustment in other
comprehensive income.
7
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
In conjunction with prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on anticipated
offerings of unsecured debt. On January 1, 2001, the Consolidated Operating
Partnership, through the Operating Partnership, derecognized the deferred
settlement amounts relating to these settled interest rate protection agreements
and recorded in other comprehensive income a cumulative transition adjustment
expense of approximately $14,920. The Consolidated Operating Partnership,
through the Operating Partnership, will amortize approximately $257 into net
income as an adjustment to interest expense in the next twelve months relating
to these interest rate protection agreements.
In March 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into an interest rate protection agreement which
fixed the interest rate on a forecasted offering of unsecured debt which it
designated as a cash flow hedge. In conjunction with the offering of the 2011
Notes (as defined in footnote 5), the Consolidated Operating Partnership,
through the Operating Partnership, settled this interest rate protection
agreement and received approximately $371, which is shown in other comprehensive
income. The Consolidated Operating Partnership, through the Operating
Partnership, is amortizing this settlement amount into net income as an
adjustment to interest expense over the life of the 2011 Notes (as defined in
footnote 5). The Consolidated Operating Partnership, through the Operating
Partnership, will amortize approximately $37 into net income as an adjustment to
interest expense in the next twelve months relating to this interest rate
protection agreement.
In March 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into an interest rate protection agreement which
fixed the retirement price on a forecasted retirement of unsecured debt which it
designated as a cash flow hedge. In conjunction with the retirement of the 2011
Drs. (as defined in footnote 5) in April 2001, the Consolidated Operating
Partnership, through the Operating Partnership, settled this interest rate
protection agreement for a payment of approximately $562 which is a component of
the extraordinary loss the Consolidated Operating Partnership, through the
Operating Partnership, has recognized relating to the retirement of the 2011
Drs. (as defined in footnote 5).
In September 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into two interest rate protection agreements
which fixed the interest rate on a portion of the Operating Partnership's
outstanding borrowings on its $300,000 unsecured line of credit. The
Consolidated Operating Partnership designated both of these transactions as cash
flow hedges. The first interest rate protection agreement has a notional value
of $25,000, is effective from October 5, 2001 through October 5, 2002 and fixed
the LIBOR rate at 2.5775%. The second interest rate protection agreement has a
notional value of $25,000, is effective from October 5, 2001 through July 5,
2003 and fixed the LIBOR rate at 3.0775%. Any payments or receipts from these
interest rate protection agreements will be treated as a component of interest
expense. The Consolidated Operating Partnership anticipates that both interest
rate protection agreements will be 100% effective and, as a result, the change
in value of both interest rate protection agreements will be shown in other
comprehensive income.
8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
The following is a roll-forward of the accumulated other comprehensive
income balance relating to these derivative transactions:
Balance at December 31, 2000 .............................. $ --
Cumulative Transition Adjustment ..................... (14,920)
Settlement of Interest Rate Protection Agreements .... (191)
Write-off of Unamortized Interest Rate Protection
Agreements Due to the Early Retirement of Debt .... 2,156
Amortization of Interest Rate Protection Agreements .. 753
--------
Balance at September 30, 2001 ............................. $(12,202)
========
On October 3, 2001, the FASB issued the Statement of Financial
Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and
reporting for the disposal of long-lived assets. FAS 144 becomes effective for
financial statements issued for fiscal years beginning after December 15, 2001
and interim periods within those fiscal years. The Consolidated Operating
Partnership does not expect the pronouncement to have a material impact on its
consolidated financial position, consolidated results of operations or
consolidated cash flows.
Reclassification:
Certain 2000 items have been reclassified to conform to the 2001
presentation.
9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 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:
September 30, December 31,
2001 2000
------------- ------------
ASSETS
Assets:
Investment in Real Estate, Net ....................... $339,362 $383,021
Real Estate Held for Sale, Net ....................... 26,334 46,043
Other Assets, Net .................................... 75,707 40,218
-------- --------
Total Assets ................................. $441,403 $469,282
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable .............................. $ 40,885 $ 41,333
Other Liabilities .................................... 7,463 40,714
-------- --------
Total Liabilities ........................... 48,348 82,047
-------- --------
Partners' Capital .................................... 393,055 387,235
-------- --------
Total Liabilities and Partners' Capital ..... $441,403 $469,282
======== ========
Condensed Combined Statements of Operations:
Nine Months Ended Three Months Ended
---------------------------- --------------------------------
September 30, September 30, September 30, September 30,
2001 2000 2001 2000
------------ ------------- ------------- -------------
Total Revenues ................................... $ 49,075 $ 47,384 $ 15,398 $ 16,100
Property Expenses ................................ (11,946) (11,419) (3,649) (3,668)
Interest Expense ................................. (2,989) (2,280) (752) (763)
Amortization of Deferred Financing Costs ......... (50) (49) (17) (15)
Depreciation and Other Amortization .............. (8,714) (8,407) (2,803) (2,883)
Gain on Sale of Real Estate ...................... 14,763 3,922 6,677 136
-------- -------- -------- --------
Net Income ....................................... $ 40,139 $ 29,151 $ 14,854 $ 8,907
======== ======== ======== ========
10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. INVESTMENTS IN JOINT VENTURES
During the nine months ended September 30, 2001, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in which
the Operating Partnership is the sole member, received, in the aggregate,
approximately $1,771 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 $985 and
$106 from the September 1998 Joint Venture and the September 1999 Joint Venture,
respectively. As of September 30, 2001, the September 1998 Joint Venture owned
119 industrial properties comprising approximately 6.0 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
Mortgage Loans Payable, Net:
On October 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the
"Acquisition Mortgage Loan I") in conjunction with the acquisition of a
portfolio of properties. The Acquisition Mortgage Loan I was collateralized by a
property in Bensenville, Illinois, bore interest at a fixed rate of 8.5% and
provided for monthly principal and interest payments based upon a 15-year
amortization schedule. On May 31, 2001, the Consolidated Operating Partnership,
through the Operating Partnership, paid off and retired the Acquisition Mortgage
Loan I. Due to the retirement of the Acquisition Mortgage Loan I, the Operating
Partnership has recorded an extraordinary loss of approximately $128 due to a
prepayment fee.
On December 9, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the
"Acquisition Mortgage Loan II") in conjunction with the acquisition of a
portfolio of properties. The Acquisition Mortgage Loan II was collateralized by
ten properties in St. Charles, Louisiana, bore interest at a fixed rate of 7.75%
and provided for monthly principal and interest payments based upon a 22-year
amortization schedule. On June 27, 2001, the Consolidated Operating Partnership,
through the Operating Partnership, paid off and retired the Acquisition Mortgage
Loan II. Due to the retirement of the Acquisition Mortgage Loan II, the
Operating Partnership has recorded an extraordinary loss of approximately $936
due to a prepayment fee.
Senior Unsecured Debt, Net:
On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
March 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes").
The issue price of the 2011 Notes was 99.695%. Interest is paid semi-annually in
arrears on September 15 and March 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2011 Notes prior to
issuance. The Consolidated Operating Partnership, through the Operating
Partnership, settled the interest rate protection agreement for approximately
$371 of proceeds which is included in other comprehensive income. The debt issue
discount and the settlement amount of the interest rate protection agreement are
being amortized over the life of the 2011 Notes as an adjustment to interest
expense. The 2011 Notes contain certain covenants including limitations on
incurrence of debt and debt service coverage.
11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED
On March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of Dealer remarketable securities which
were to mature on April 5, 2011 and bore a coupon interest rate of 6.50% (the
"2011 Drs."). The issue price of the 2011 Drs. was 99.753%. On April 5, 2001 the
Consolidated Operating Partnership paid off and retired the 2011 Drs. for a
payment of approximately $105,569. In conjunction with the forecasted retirement
of the 2011 Drs., the Consolidated Operating Partnership entered into an
interest rate protection agreement which fixed the retirement price of the 2011
Drs. On April 2, 2001, this interest rate protection agreement was settled for a
payment of approximately $562. Due to the retirement of the 2011 Drs., the
Consolidated Operating Partnership has recorded an extraordinary loss of
approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying
value, the write-off of unamortized deferred financing fees, the write-off of
the unamortized portion of an interest rate protection agreement which was used
to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of
the interest rate protection agreement as discussed above, legal costs and other
expenses.
12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 payable, senior unsecured
debt and acquisition facility payable:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
------------------------------ ----------------------------- ----------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, MATURITY
2001 2000 2001 2000 2001 DATE
------------- ------------- ------------- ------------ ---------------- --------
MORTGAGE LOANS PAYABLE, NET
---------------------------
CIGNA Loan ....................... $ 33,403 $ 33,952 $ 209 $ 212 7.500% 4/01/03
Assumed Loans .................... 6,661 7,995 -- -- 9.250% 1/01/13
LB Mortgage Loan II ............. 705 705 5 5 8.000% (1)
Acquisition Mortgage Loan I ...... -- 3,294 -- -- 8.500% 8/01/08(6)
Acquisition Mortgage Loan II...... -- 7,432 -- -- 7.750% 4/01/06(6)
Acquisition Mortgage Loan III..... 3,104 3,214 -- -- 8.875% 6/01/03
Acquisition Mortgage Loan IV...... 2,305 2,364 -- 17 8.950% 10/01/06
Acquisition Mortgage Loan VI...... 930(2) 957(2) -- -- 8.875% 11/01/06
Acquisition Mortgage Loan VII..... 1,280(2) 1,329(2) -- -- 9.750% 3/15/02
---------- ----------- -------- -------
Total ............................ $ 48,388 $ 61,242 $ 214 $ 234
========== =========== ======== =======
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........................ 149,970(3) 149,966(3) 4,307 1,457 7.600% 5/15/07
2011 PATS......................... 99,552(3) 99,517(3) 2,786 942 7.375% 5/15/11(4)
2017 Notes........................ 99,845(3) 99,838(3) 2,500 625 7.500% 12/01/17
2027 Notes........................ 99,875(3) 99,872(3) 2,701 914 7.150% 5/15/27(5)
2028 Notes........................ 199,789(3) 199,783(3) 3,209 7,009 7.600% 7/15/28
2011 Drs ......................... -- 99,805(3) -- 1,553 6.500% 4/05/11(6)
2011 Notes........................ 199,426(3) -- 656 -- 7.375% 3/15/11
---------- ----------- -------- -------
Total ............................ $1,048,457 $ 948,781 $ 20,905 $13,758
========== =========== ======== =======
ACQUISITION FACILITY PAYABLE
----------------------------
2000 Unsecured Acquisition
Facility....................... $ 152,000 $ 170,000 $ 530 $ 1,359 4.538% 6/30/03
========== ========== ======== =======
(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, 2001, the Acquisition Mortgage Loan VI and the Acquisition
Mortgage Loan VII are net of unamortized premiums of $43 and $13,
respectively. At December 31, 2000, the Acquisition Mortgage Loan VI and the
Acquisition Mortgage Loan VII are net of unamortized premiums of $49 and
$35, respectively.
(3) At September 30, 2001, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes,
2028 Notes and the 2011 Notes are net of unamortized discounts of $30, $448,
$155, $125, $211 and $574, respectively. At December 31, 2000, the 2007
Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
net of unamortized discounts of $34, $483, $162, $128, $217 and $195,
respectively.
(4) The 2011 PATS 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 Operating Partnership paid off and retired the 2011 Drs. on April 5,
2001, the Acquisition Mortgage Loan I on May 31, 2001 and the Acquisition
Mortgage Loan II on June 27, 2001.
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans payable, senior unsecured debt and
acquisition facility payable for the next five years ending December 31, and
thereafter:
Amount
------
Remainder of 2001 $ 387
2002 2,846
2003 188,013
2004 758
2005 50,830
Thereafter 1,006,793
----------
Total $1,249,627
==========
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.
13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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. Subject to lock-up periods and certain
adjustments, limited partnership units are convertible into common stock, par
value $.01, of the Company on a one - for - one basis or cash at the option of
the Company. 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, 2001, the Company awarded
94,450 shares of restricted common stock to certain employees and 2,698 shares
of restricted common stock to certain Directors. The Operating Partnership
issued Units to the Company in the same amount. These shares of restricted
common stock had a fair value of approximately $3,104 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 period.
During the nine months ended September 30, 2001, the Company issued
1,030,900 non-qualified employee stock options to certain officers, Directors
and employees. These non-qualified employee stock options vest over periods from
one to three years, have a strike price of $31.05 - $33.125 per share and expire
ten years from the date of grant.
During the nine months ended September 30, 2001, certain employees
exercised 635,030 non-qualified employee stock options. Gross proceeds to the
Company were approximately $16,646. The Consolidated Operating Partnership,
through the Operating Partnership, issued 635,030 Units to the Company in the
same amount.
Distributions:
On January 2, 2001, April 2, 2001 and July 2, 2001, the Operating
Partnership paid quarterly distributions 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 January 2, 2001, April 2, 2001 and July 2, 2001, totaled,
in the aggregate, approximately $7,231 per quarter.
On January 22, 2001, the Operating Partnership paid a fourth quarter
2000 distribution of $.6575 per Unit, totaling approximately $30,275. On April
23, 2001, the Operating Partnership paid a first quarter 2001 distribution of
$.6575 per Unit, totaling approximately $30,537. On July 23, 2001, the Operating
Partnership paid a second quarter 2001 distribution of $.6575 per Unit, totaling
approximately $30,731.
Purchase of Units:
During the nine months ended September 30, 2001, the Company repurchased
177,600 shares of its common stock at a weighted average price per share of
approximately $28.94. The Operating Partnership purchased general partnership
Units from the Company in the same amount.
14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
During the nine months ended September 30, 2001, the Consolidated
Operating Partnership acquired 60 industrial properties comprising approximately
2.6 million square feet of GLA and several land parcels. The aggregate purchase
price for these acquisitions totaled approximately $152,579 excluding costs
incurred in conjunction with the acquisition of the properties and the land
parcels. Two of the 60 industrial properties acquired, comprising approximately
.1 million square feet of GLA, were acquired from the 1998 Joint Venture for an
aggregate purchase price of approximately $5,845, excluding costs incurred in
conjunction with the acquisition of the properties. The Consolidated Operating
Partnership also completed the development of five industrial properties
comprising approximately .8 million square feet of GLA at a cost of
approximately $32.1 million.
8. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
During the nine months ended September 30, 2001, the Consolidated
Operating Partnership sold 99 industrial properties comprising approximately 6.1
million square feet of GLA and several land parcels. Gross proceeds from these
sales were approximately $249,437. The gain on sale of real estate was
approximately $33,743.
The Consolidated Operating Partnership has an active sales program
through which it is continually engaged in evaluating its current portfolio for
potential sales candidates in order to redeploy capital. At September 30, 2001,
the Consolidated Operating Partnership had 53 industrial properties comprising
approximately 5.6 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 53
industrial properties held for sale by the Consolidated Operating Partnership.
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -------------------------
2001 2000 2001 2000
---------- ---------- --------- ---------
Total Revenues $ 16,455 $ 17,658 4,991 5,756
Operating Expenses (4,705) (4,818) (1,511) (1,529)
Depreciation and Amortization (365) (2,513) (127) (320)
---------- ---------- --------- --------
Net Income $ 11,385 $ 10,327 $ 3,353 $ 3,907
========== ========== ========= ========
15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
9. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
Supplemental disclosure of cash flow information:
Nine Months Ended
------------------------------
September 30, September 30,
2001 2000
------------- -------------
Interest paid, net of capitalized interest ............................. $ 53,435 $ 48,924
========= =========
Interest capitalized ................................................... $ 6,978 $ 4,075
========= =========
Supplemental schedule of noncash investing and
financing activities:
Distribution payable on units .......................................... $ 30,660 $ 28,409
========= =========
Distribution payable on preferred units ................................ $ 7,231 $ 7,231
========= =========
Issuance of Units in exchange for property ................................ $ 1,491 869
========= =========
Exchange of limited partnership units for general partnership units:
Limited partnership units ............................................. $ (7,258) (3,793)
General partnership units ............................................. 7,258 3,793
========= =========
$ -- $ --
========= =========
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate ................................................ $ 152,579 $ 169,547
Accrued real estate taxes and security deposits ........................ (1,488) (2,017)
--------- ---------
$ 151,091 $ 167,530
========= =========
In conjunction with certain property sales, the Operating Partnership
provided seller financing:
Notes receivable ....................................................... $ -- $ 5,149
========= =========
16
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
10. EARNINGS PER UNIT ("EPU")
The computation of basic and diluted EPU is presented below:
Nine Months Ended Three Months Ended
------------------------------- ----------------------------------
September 30, September 30, September 30, September 30,
2001 2000 2001 2000
------------ ------------ ------------- ------------
Numerator:
Net Income Before Extraordinary Loss .......... $ 127,008 $ 98,553 $ 45,272 $ 32,944
Less: Preferred Distributions ................. (21,693) (21,693) (7,231) (7,231)
------------ ------------ ------------ ------------
Net Income Available to Unitholders Before
Extraordinary Loss - For Basic and
Diluted EPU ................................ 105,315 76,860 38,041 25,713
Extraordinary Loss ............................ (10,309) -- -- --
------------ ------------ ------------ ------------
Net Income Available to Unitholders
For Basic and Diluted EPU ................. $ 95,006 $ 76,860 $ 38,041 $ 25,713
============ ============ ============ ============
Denominator:
Weighted Average Units - Basic ................ 46,503,069 45,918,307 46,737,886 46,051,199
Effect of Dilutive Securities:
Employee and Director Common Stock Options
of the Company that result in the issuance
of general partnership units ............... 251,838 225,149 232,427 291,341
------------ ------------ ------------ ------------
Weighted Average Units - Diluted .............. 46,754,907 46,143,456 46,970,313 46,342,540
============ ============ ============ ============
Basic EPU:
Net Income Available to Unitholders Before
Extraordinary Loss ......................... $ 2.26 $ 1.67 $ .81 $ .56
Extraordinary Loss ...................... (.22) -- -- --
------------ ------------ ------------ ------------
Net Income Available to Unitholders ........... $ 2.04 $ 1.67 $ .81 $ .56
============ ============ ============ ============
Diluted EPU:
Net Income Available to Unitholders Before
Extraordinary Loss ......................... $ 2.25 $ 1.67 $ .81 $ .55
Extraordinary Loss ...................... (.22) -- -- --
------------ ------------ ------------ ------------
Net Income Available to Unitholders ........... $ 2.03 $ 1.67 $ .81 $ .55
============ ============ ============ ============
11. 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 28 development projects totaling approximately 4.5 million
square feet of GLA for an estimated investment of approximately $215.4 million.
Of this amount, approximately $75.2 million remains to be funded. These
developments are expected to be funded with cash flow from operations,
borrowings under the Operating Partnership's 2000 Unsecured Acquisition Facility
and proceeds from the sale of select properties. The Consolidated Operating
Partnership expects to place in service approximately 21 of the 28 development
projects, comprising approximately 3.1 million square feet of GLA at an
estimated investment of approximately $158.5 million, during the next twelve
months. There can be no assurance that the Consolidated Operating Partnership
will place these projects in service during the next twelve months or that the
actual completion cost will not exceed the amount stated above.
17
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
12. SUBSEQUENT EVENTS
From October 1, 2001 to October 23, 2001, the Consolidated Operating
Partnership acquired seven industrial properties for an aggregate purchase price
of approximately $33,150, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold two industrial properties and a land parcel for
approximately $4,878 of gross proceeds.
On October 1, 2001, the Operating Partnership paid a third quarter 2001
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 1,
2001 totaled, in the aggregate, approximately $7,231.
On October 22, 2001, the Operating Partnership paid a third quarter
2001 distribution of $.6575 per Unit, totaling approximately $30,660.
From October 1, 2001 through October 23, 2001, the Company repurchased
461,900 shares of its common stock at a weighted average price per share of
approximately $28.52. The Operating Partnership repurchased general partnership
Units from the Company in the same amount.
18
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 85% ownership interest at September 30, 2001. 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, in the aggregate,
approximately a 15% interest in the Operating Partnership at September 30, 2001.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the sole shareholder of First Industrial
Development Services, Inc. (f/k/a FR Development Services, Inc.) and holds at
least a 99% limited partnership interest in each of eight 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 First
Industrial 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 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.
19
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, 2001, the Consolidated Operating Partnership owned 824
in-service properties with approximately 52.5 million square feet of gross
leasable area ("GLA"), compared to 871 in-service properties with approximately
56.9 million square feet of GLA at September 30, 2000. During the period between
October 1, 2000 and September 30, 2001, the Consolidated Operating Partnership
acquired 96 properties containing approximately 4.5 million square feet of GLA,
completed development of 12 properties and the redevelopment of one property
totaling approximately 1.8 million square feet of GLA and sold 154 in-service
properties totaling approximately 10.8 million square feet of GLA, one out of
service property and several land parcels. The Consolidated Operating
Partnership also took 11 properties out of service that are under redevelopment
comprising approximately .7 million square feet of GLA and placed in-service
four properties comprising approximately .4 million square feet of GLA. In
addition, the Other Real Estate Partnerships contributed five industrial
properties comprising approximately .4 million square feet of GLA to the
Consolidated Operating Partnership.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
Rental income and tenant recoveries and other income increased by
approximately $3.1 million or 1.3% due primarily to an increase in tenant
recoveries related to an increase in property expenses (as discussed below),
offset by a decrease in rental income due to a decrease in average GLA and a
decrease in average occupancy for the nine months ended September 30, 2001 as
compared to the nine months ended September 30, 2000. Rental income and tenant
recoveries and other income from properties owned prior to January 1, 2000,
increased by approximately $3.1 million or 1.8% due primarily to general rent
increases and an increase in tenant recoveries due to an increase in property
expenses (as discussed below) for the nine months ended September 30, 2001 as
compared to the nine months ended September 30, 2000.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $.5 million or .7%. This increase is due primarily to
increases in repairs and maintenance, utilities and insurance. The increase in
repairs and maintenance is due to an increase in snow removal and related
expenses as well as an increase in maintenance fees. The increase in utilities
is due to increases in gas and electricity expenses. The increase in insurance
is due to an increase in insurance premiums. These increases were slightly
offset by decreases in real estate taxes, property management and other expense.
The decrease in real estate taxes is due to a decrease in average GLA for the
nine months ended September 30, 2001 as compared to the nine months ended
September 30, 2000. The decrease in property management is due primarily to the
closing of the Long Island, New York and the New Orleans, Louisiana regional
offices. The decrease in other expense is due primarily to a decrease in master
lease payments associated with certain properties during the nine months ended
September 30, 2001 as compared to the nine months ended September 30, 2000.
Property expenses from properties owned prior to January 1, 2000 increased by
approximately $1.7 million or 3.6% due primarily to the explanations discussed
above.
General and administrative expense increased by approximately $.6
million due primarily to the write-off of the Operating Partnership's technology
initiative investment.
Interest expense increased by approximately $.6 million for the nine
months ended September 30, 2001 compared to the nine months ended September 30,
2000 due primarily to a higher average debt balance outstanding, slightly offset
by a decrease in the weighted average interest rate for the nine months ended
September 30, 2001 (7.14%) compared to the nine months ended September 30, 2000
(7.31%) and an increase in capitalized interest for the nine months ended
September 30, 2001 due to an increase in
20
development activities. The average debt balance outstanding for the nine months
ended September 30, 2001 and 2000 was approximately $1,260.2 million and
$1,159.4 million, respectively.
Amortization of deferred financing costs remained relatively unchanged.
Depreciation and other amortization increased by approximately $1.8
million due primarily to a decrease in the number of properties the Consolidated
Operating Partnership considered held for sale during the nine months ended
September 30, 2001 as compared to the nine months ended September 30, 2000.
Equity in income of Other Real Estate Partnerships increased by
approximately $12.8 million due primarily to an increase in gain on sale of real
estate.
Equity in income of joint ventures increased by approximately $.6
million due primarily to an increase in gain on sale of real estate in the
September 1998 Joint Venture.
The $33.7 million gain on sale of real estate for the nine months ended
September 30, 2001 resulted from the sale of 99 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $249.4
million.
The $18.3 million gain on sale of real estate 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 $10.3 million extraordinary loss for the nine months ended
September 30, 2001 is due to the early retirement of senior unsecured debt and
various mortgage loans. The extraordinary loss is comprised of the amount paid
above the carrying amount of the senior unsecured debt, the write-off of
unamortized deferred financing fees, the write-off of the unamortized portion of
an interest rate protection agreement which was used to fix the interest rate on
the senior unsecured debt, the settlement of an interest rate protection
agreement used to fix the retirement price of the senior unsecured debt,
prepayment fees, legal costs and other expenses.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Rental income and tenant recoveries and other income decreased by
approximately $1.9 million or 2.3% due primarily to a decrease in average GLA
and average occupancy for the three months ended September 30, 2001 as compared
to the three months ended September 30, 2000, slightly offset by an increase in
tenant recoveries for the three months ended September 30, 2001 as compared to
the three months ended September 30, 2000. Rental income and tenant recoveries
and other income from properties owned prior to January 1, 2000, increased by
approximately $.6 million or .9% due primarily to an increase in tenant
recoveries due to an increase in property expenses (as discussed below) for the
three months ended September 30, 2001 as compared to the three months ended
September 30, 2000.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
decreased by approximately $1.5 million or 6.5%. This decrease is due primarily
to decreases in real estate taxes, property management and utilities. The
decrease in real estate taxes and utilities is due to a decrease in average GLA
for the three months ended September 30, 2001 as compared to the three months
ended September 30, 2000. The decrease in property management expense is due to
the closing of the Long Island, New York and the New Orleans, Louisiana regional
offices. Property expenses from properties owned prior to January 1, 2000
remained relatively unchanged.
General and administrative expense decreased by approximately $1.2
million due primarily to a decrease in abandoned pursuit costs related to
developements.
21
Interest expense decreased by approximately $1.2 million for the three
months ended September 30, 2001 compared to the three months ended September 30,
2000 due primarily to a decrease in the weighted average interest rate on the
Consolidated Operating Partnership's outstanding debt for the three months ended
September 30, 2001 (7.07%) as compared to the three months ended September 30,
2000 (7.35%), as well as an increase in capitalized interest due to an increase
in development activities. This was slightly offset by a higher average debt
balance outstanding for the three months ended September 30, 2001 compared to
the three months ended September 30, 2000. The average debt balance outstanding
for the three months ended September 30, 2001 and 2000 was approximately
$1,242.1 million and $1,195.5 million, respectively.
Amortization of deferred financing costs remained relatively unchanged.
Depreciation and other amortization increased by approximately $2.8
million due primarily to a decrease in the number of properties the Consolidated
Operating Partnership considered held for sale during the three months ended
September 30, 2001 as compared to the three months ended September 30, 2000.
Equity in income of Other Real Estate Partnerships increased by
approximately $6.9 million due primarily to an increase in gain on sale of real
estate.
Equity in income of joint ventures increased by approximately $.2
million due primarily to an increase in gain on sale of real estate in the
September 1998 Joint Venture.
The $12.1 million gain on sale of real estate for the three months
ended September 30, 2001 resulted from the sale of 37 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $78.2
million.
The $6.1 million gain on sale of real estate 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.
LIQUIDITY AND CAPITAL RESOURCES
On September 30, 2001, the Consolidated Operating Partnership's cash
and cash equivalents was approximately $6.7 million and restricted cash totaled
approximately $32.6 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 properties under Section 1031
of the Internal Revenue Code.
NINE MONTHS ENDED SEPTEMBER 30, 2001
Net cash provided by operating activities of approximately $121.9
million for the nine months ended September 30, 2001 was comprised primarily of
net income of approximately $116.7 million and adjustments for non-cash items of
approximately $23.0 million, offset by the net change in operating assets and
liabilities of approximately $17.8 million. The adjustments for the non-cash
items of approximately $23.0 million are primarily comprised of depreciation and
amortization of approximately $48.7 million and an extraordinary loss of
approximately $10.3 million from the early retirement of debt, offset by the
gain on sale of real estate of approximately $33.7 million and the effect of the
straight-lining of rental income of approximately $2.3 million.
Net cash used in investing activities of approximately $74.8 million
for the nine months ended September 30, 2001 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, an increase in
restricted cash from sales proceeds deposited with an intermediary for Section
1031 exchange purposes and investments in and advances to the Other Real Estate
Partnerships, offset by the net proceeds from
22
the sale of real estate, distributions from investment in Other Real Estate
Partnerships, distributions from the September 1998 Joint Venture and the
September 1999 Joint Venture and the repayment of mortgage loans receivable.
Net cash used in financing activities of approximately $44.0 million
for the nine months ended September 30, 2001 was comprised primarily of Unit
(defined below) and preferred general partnership unit distributions, the
repurchase of restricted units, the purchase of General Partner units,
repayments on mortgage loans payable, repayment of senior unsecured debt, debt
issuance costs incurred in conjunction with the 2011 Notes (defined below),
prepayment fees incurred in the early retirement of the Acquisition Mortgage
Loan I (defined below) and the Acquisition Mortgage Loan II (defined below) and
the net repayments under the Operating Partnership's $300 million unsecured line
of credit (the "2000 Unsecured Acquisition Facility"), offset by Unit (defined
below) contributions and proceeds from the issuance of senior unsecured debt.
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 $44.5 million, offset by the gain on sale 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 the September 1998 Joint Venture and the
September 1999 Joint Venture, net proceeds from the sale 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 (defined below), repayments on mortgage
loans payable and debt issuance costs incurred in conjunction with the 2000
Unsecured Acquisition Facility, offset by the net borrowings under the Operating
Partnership's lines of credit, Unit (defined below) contributions and a book
overdraft.
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
During the nine months ended September 30, 2001, the Consolidated
Operating Partnership acquired 60 industrial properties comprising approximately
2.6 million square feet of GLA and several land parcels. The aggregate purchase
price for these acquisitions totaled approximately $152.6 million, excluding
costs incurred in conjunction with the acquisition of the properties and the
land parcels. Two of the 60 industrial properties acquired, comprising
approximately .1 million square feet of GLA, were acquired from the 1998 Joint
Venture for an aggregate purchase price of approximately $5.8 million, excluding
costs incurred in conjunction with the acquisition of the properties. The
Consolidated Operating Partnership also completed the development of five
industrial properties comprising approximately .8 million square feet of GLA at
a cost of approximately $32.1 million.
23
During the nine months ended September 30, 2001, the Consolidated
Operating Partnership sold 99 industrial properties comprising approximately 6.1
million square feet of GLA and several land parcels. Gross proceeds from these
sales were approximately $249.4 million.
The Consolidated Operating Partnership has committed to the
construction of 28 development projects totaling approximately 4.5 million
square feet of GLA for an estimated investment of approximately $215.4 million.
Of this amount, approximately $75.2 million remains to be funded. These
developments are expected to be funded with cash flow from operations,
borrowings under the Operating Partnership's 2000 Unsecured Acquisition Facility
and proceeds from the sale of select properties. The Consolidated Operating
Partnership expects to place in service approximately 21 of the 28 development
projects, comprising approximately 3.1 million square feet of GLA at an
estimated investment of approximately $158.5 million, during the next twelve
months. There can be no assurance that the Consolidated Operating Partnership
will place these projects in service during the next twelve months or that
the actual completion cost will not exceed the amount stated above.
REAL ESTATE HELD FOR SALE
The Consolidated Operating Partnership plans on exiting the markets of
Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island and
continually engages in evaluating its other real estate markets for potential
sales candidates. At September 30, 2001, the Consolidated Operating Partnership
had 53 industrial properties comprising approximately 5.6 million square feet of
GLA held for sale. Income from operations of the 53 industrial properties held
for sale for the nine months ended September 30, 2001 and 2000 is approximately
$11.4 million and $10.3 million, respectively. Income from operations of the 53
industrial properties held for sale for the three months ended September 30,
2001 and 2000 is approximately $3.4 million and $3.9 million, respectively. Net
carrying value of the 53 industrial properties held for sale at September 30,
2001 is approximately $143.2 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, 2001, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in which
the Operating Partnership is the sole member, received, in the aggregate,
approximately $1.8 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, in the aggregate,
distributions of approximately $1.1 million from the September 1998 Joint
Venture and the September 1999 Joint Venture. As of September 30, 2001, the
September 1998 Joint Venture owned 119 industrial properties comprising
approximately 6.0 million square feet of GLA and the September 1999 Joint
Venture owned 39 industrial properties comprising approximately 1.2 million
square feet of GLA.
MORTGAGE LOANS PAYABLE
On October 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4.2 million
(the "Acquisition Mortgage Loan I") in conjunction with the acquisition of a
portfolio of properties. The Acquisition Mortgage Loan I was collateralized by a
property in Bensenville, Illinois, bore interest at a fixed rate of 8.5% and
provided for monthly principal and interest payments based upon a 15-year
amortization schedule. On May 31, 2001, the Consolidated Operating Partnership,
through the Operating Partnership, paid off and retired the Acquisition Mortgage
Loan I. Due to the retirement of the Acquisition Mortgage Loan I, the Operating
Partnership has recorded an extraordinary loss of approximately $.1 million due
to a prepayment fee.
On December 9, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $8.0 million
(the "Acquisition Mortgage Loan II") in conjunction with the acquisition of a
portfolio of properties. The Acquisition Mortgage Loan II was collateralized by
ten properties in St. Charles, Louisiana, bore interest at a fixed rate of 7.75%
and provided for monthly principal and interest payments based upon a 22-year
amortization schedule. On
24
June 27, 2001, the Consolidated Operating Partnership, through the Operating
Partnership, paid off and retired the Acquisition Mortgage Loan II. Due to the
retirement of the Acquisition Mortgage Loan II, the Operating Partnership has
recorded an extraordinary loss of approximately $.9 million due to a prepayment
fee.
SENIOR UNSECURED DEBT
On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200 million of senior unsecured debt which
matures on March 15, 2011 and bears a coupon interest rate of 7.375% (the "2011
Notes"). The issue price of the 2011 Notes was 99.695%. Interest is paid
semi-annually in arrears on September 15 and March 15. The Consolidated
Operating Partnership, through the Operating Partnership, also entered into an
interest rate protection agreement which was used to fix the interest rate on
the 2011 Notes prior to issuance. The Consolidated Operating Partnership,
through the Operating Partnership, settled the interest rate protection
agreement for approximately $.4 million of proceeds which is included in other
comprehensive income. The debt issue discount and the settlement amount of the
interest rate protection agreement are being amortized over the life of the 2011
Notes as an adjustment to interest expense. The 2011 Notes contain certain
covenants including limitations on incurrence of debt and debt service coverage.
On March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100 million of Dealer remarketable securities
which were to mature on April 5, 2011 and bore a coupon interest rate of 6.50%
(the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. On April 5,
2001 the Consolidated Operating Partnership paid off and retired the 2011 Drs.
for a payment of approximately $105.6 million. In conjunction with the
forecasted retirement of the 2011 Drs., the Consolidated Operating Partnership
entered into an interest rate protection agreement which fixed the retirement
price of the 2011 Drs. On April 2, 2001, this interest rate protection agreement
was settled for a payment of approximately $.6 million. Due to the retirement of
the 2011 Drs., the Operating Partnership has recorded an extraordinary loss of
approximately $9.2 million comprised of the amount paid above the 2011 Drs.
carrying value, the write-off of unamortized deferred financing fees, the
write-off of the unamortized portion of an interest rate protection agreement
which was used to fix the interest rate on the 2011 Drs. prior to issuance, the
settlement of the interest rate protection agreement as discussed above, legal
costs and other expenses.
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, 2001
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, 2001, $152.0 million (approximately 12% of total debt
at September 30, 2001) 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) and $1,096.8 million
(approximately 88% of total debt at September 30, 2001) was fixed rate debt. The
Consolidated Operating Partnership also had outstanding a written put option
(the "Written Option") which was issued in conjunction with the initial offering
of one tranche of senior unsecured debt. Currently, the Consolidated Operating
Partnership does not enter into financial instruments for trading or other
speculative purposes.
25
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, 2001, 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 $.7 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at September 30, 2001 by approximately $51.3 million to $1,055.6
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at September 30, 2001 by approximately $56.5 million to $1,163.4
million. A 10% increase in interest rates would decrease the fair value of the
Written Option at September 30, 2001 by approximately $2.3 million to $6.4
million. A 10% decrease in interest rates would increase the fair value of the
Written Option at September 30, 2001 by approximately $2.8 million to $11.5
million.
GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, PREFERRED GENERAL PARTNERSHIP UNIT
CONTRIBUTIONS AND EMPLOYEE STOCK OPTIONS
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, 2001, the Company awarded
94,450 shares of restricted common stock to certain employees and 2,698 shares
of restricted common stock to certain Directors. The Operating Partnership
issued Units to the Company in the same amount. These shares of restricted
common stock had a fair value of approximately $3.1 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
period.
During the nine months ended September 30, 2001, the Company issued
1,030,900 non-qualified employee stock options to certain officers, Directors
and employees. These non-qualified employee stock options vest over periods from
one to three years, have a strike price of $31.05 - $33.125 per share and expire
ten years from the date of grant.
During the nine months ended September 30, 2001, certain employees
exercised 635,030 non-qualified employee stock options. Gross proceeds to the
Company were approximately $16.6 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued 635,030 Units to the
Company in the same amount.
Distributions:
On January 2, 2001, April 2, 2001 and July 2, 2001 the Operating
Partnership paid quarterly distributions of $54.688 per unit on its Series B
Cumulative Preferred Units, $53.906 per unit on its Series
26
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 January 2, 2001, April 2, 2001 and July
2, 2001 totaled, in the aggregate, approximately $7.2 million per quarter.
On January 22, 2001, the Operating Partnership paid a fourth quarter
2000 distribution of $.6575 per Unit, totaling approximately $30.3 million. On
April 23, 2001, the Operating Partnership paid a first quarter 2001 distribution
of $.6575 per Unit, totaling approximately $30.5 million. On July 23, 2001, the
Operating Partnership paid a second quarter 2001 distribution of $.6575 per
Unit, totaling approximately $30.7 million.
Purchase of Units:
During the nine months ended September 30, 2001, the Company
repurchased 177,600 shares of its common stock at a weighted average price per
share of approximately $28.94. The Operating Partnership purchased general
partnership Units from the Company in the same amount.
SUBSEQUENT EVENTS
From October 1, 2001 to October 23, 2001, the Consolidated Operating
Partnership acquired seven industrial properties for an aggregate purchase price
of approximately $33.2 million, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold two industrial properties and a land parcel for
approximately $4.9 million of gross proceeds.
On October 1, 2001, the Operating Partnership paid a third quarter 2001
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 1,
2001 totaled, in the aggregate, approximately $7.2 million.
On October 22, 2001, the Operating Partnership paid a third quarter
2001 distribution of $.6575 per Unit, totaling approximately $30.7 million.
From October 1, 2001 through October 23, 2001, the Company repurchased
461,900 shares of its common stock at a weighted average price per share of
approximately $28.52. The Operating Partnership repurchased general partnership
Units from the Company in the same amount.
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 principle 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, 2001 and October 23, 2001, $500.0
million of debt securities was registered and unissued under the Securities Act
of 1933, as amended. The Consolidated Operating Partnership may also finance the
development or acquisition of additional properties through borrowings under the
2000 Unsecured Acquisition Facility. At September 30, 2001, borrowings under the
2000 Unsecured Acquisition Facility
27
bore interest at a weighted average interest rate of 4.5%. The 2000 Unsecured
Acquisition Facility bears interest at a floating rate of LIBOR plus .80%, or
the Prime Rate, at the Operating Partnership's election. As of October 23, 2001,
the Consolidated Operating Partnership, through the Operating Partnership, had
approximately $101.9 million available in additional borrowings under the 2000
Unsecured Acquisition Facility.
OTHER
On January 1, 2001, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"), as amended by Statement of Financial Accounting
Standards No. 138, "Accounting for Derivative Instruments and Hedging
Activities- An Amendment of FAS Statement 133". FAS 133, as amended, establishes
accounting and reporting standards for derivative instruments. Specifically, FAS
133, as amended, requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and to measure
those instruments at fair value. Additionally, the fair value adjustment will
affect either other comprehensive income (shareholders' equity) or net income,
depending on whether the derivative instrument qualifies as a hedge for
accounting purposes and, if so, the nature of the hedging activity. FAS 133, as
amended, also requires that any gains or losses on derivative instruments that
are reported independently as deferred gains or losses (assets or liabilities)
in the statement of financial position at the date of initial application shall
be derecognized and reported as a cumulative transition adjustment in other
comprehensive income.
In conjunction with prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on anticipated
offerings of unsecured debt. On January 1, 2001, the Consolidated Operating
Partnership, through the Operating Partnership, derecognized the deferred
settlement amounts relating to these settled interest rate protection agreements
and recorded in other comprehensive income a cumulative transition adjustment
expense of approximately $14.9 million.
In March 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into an interest rate protection agreement which
fixed the interest rate on a forecasted offering of unsecured debt which it
designated as a cash flow hedge. In conjunction with the offering of the 2011
Notes, the Consolidated Operating Partnership, through the Operating
Partnership, settled this interest rate protection agreement and received
approximately $.4 million, which is shown in other comprehensive income. The
Consolidated Operating Partnership, through the Operating Partnership, is
amortizing this settlement amount into net income as an adjustment to interest
expense over the life of the 2011 Notes.
In March 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into an interest rate protection agreement which
fixed the retirement price on a forecasted retirement of unsecured debt which it
designated as a cash flow hedge. In conjunction with the retirement of the 2011
Drs. in April 2001, the Consolidated Operating Partnership, through the
Operating Partnership, settled this interest rate protection agreement for a
payment of approximately $.6 million which is a component of the extraordinary
loss the Operating Partnership has recognized relating to the retirement of the
2011 Drs.
In September 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into two interest rate protection agreements
which fixed the interest rate on a portion of the Operating Partnership's
outstanding borrowings on the 2000 Unsecured Acquisition Facility. The
Consolidated Operating Partnership designated both of these transactions as cash
flow hedges. The first interest rate protection agreement has a notional value
of $25.0 million, is effective from October 5, 2001 through October 5, 2002 and
fixed the LIBOR rate at 2.5775%. The second interest rate protection agreement
has a notional value of $25.0 million, is effective from October 5, 2001 through
July 5, 2003 and fixed the LIBOR rate at 3.0775%. Any payments or receipts from
these interest rate protection agreements will be treated as a component of
interest expense. The Consolidated Operating Partnership anticipates
28
that both interest rate protection agreements will be 100% effective and, as a
result, the change in value of both interest rate protection agreements will be
shown in other comprehensive income.
On October 3, 2001, the FASB issued the Statement of Financial
Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and
reporting for the disposal of long-lived assets. FAS 144 becomes effective for
financial statements issued for fiscal years beginning after December 15, 2001
and interim periods within those fiscal years. The Consolidated Operating
Partnership does not expect the pronouncement to have a material impact on its
consolidated financial position, consolidated results of operations or
consolidated cash flows.
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.
29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the nine months ended September 30, 2001, the Operating Partnership
issued an aggregate of 44,579 Units having an aggregate market value of
approximately $1.5 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
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
None.
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: October 30, 2001 By: /s/ Michael J. Havala
-------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting
Officer)
31
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
None.
32