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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
| | 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 | |
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No | |
FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2003
INDEX
PAGE
----
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 ....... 2
Consolidated Statements of Operations and Comprehensive Income for the Three
Months Ended March 31, 2003 and March 31, 2002 ............................... 3
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2003 and March 31, 2002 ...................................................... 4
Notes to Consolidated Financial Statements ................................... 5-15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................... 16-23
Item 3. Quantitative and Qualitative Disclosures About Market Risk .............. 23
Item 4. Controls and Procedures ................................................. 23
PART II: OTHER INFORMATION
Item 1. Legal Proceedings ....................................................... 24
Item 2. Changes in Securities ................................................... 24
Item 3. Defaults Upon Senior Securities ......................................... 24
Item 4. Submission of Matters to a Vote of Security Holders ..................... 24
Item 5. Other Information ....................................................... 24
Item 6. Exhibits and Report on Form 8-K ......................................... 24
SIGNATURE ......................................................................... 26
CERTIFICATIONS .................................................................... 27-28
EXHIBIT INDEX ..................................................................... 29
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
March 31, December 31,
2003 2002
---------- ------------
ASSETS
Assets:
Investment in Real Estate:
Land .......................................................... $ 362,149 $ 363,543
Buildings and Improvements .................................... 1,815,521 1,829,922
Furniture, Fixtures and Equipment ............................. 1,174 1,174
Construction in Progress ...................................... 121,244 122,331
Less: Accumulated Depreciation ................................ (270,308) (261,375)
---------- ----------
Net Investment in Real Estate ......................... 2,029,780 2,055,595
Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $312 at March 31, 2003 and $2,135 at
December 31, 2002 .............................................. 5,339 7,040
Investments in and Advances to Other Real Estate Partnerships .... 362,966 377,776
Cash and Cash Equivalents ........................................ 1,010 --
Restricted Cash .................................................. 63,844 28,350
Tenant Accounts Receivable, Net .................................. 10,767 9,523
Investments in Joint Ventures .................................... 12,461 12,545
Deferred Rent Receivable ......................................... 13,056 12,765
Deferred Financing Costs, Net .................................... 11,012 11,449
Prepaid Expenses and Other Assets, Net ........................... 78,120 70,762
---------- ----------
Total Assets .......................................... $2,588,355 $2,585,805
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ...................................... $ 19,685 $ 19,909
Senior Unsecured Debt, Net ....................................... 1,211,933 1,211,860
Unsecured Line of Credit ......................................... 173,600 170,300
Accounts Payable and Accrued Expenses ............................ 66,354 66,874
Rents Received in Advance and Security Deposits .................. 26,543 25,538
Distributions Payable ............................................ 31,543 31,106
---------- ----------
Total Liabilities ..................................... 1,529,658 1,525,587
---------- ----------
Commitments and Contingencies ....................................... -- --
Partners' Capital:
General Partner Preferred Units (100,000 units issued and
Outstanding at March 31, 2003 and December 31, 2002) .......... 240,697 240,697
General Partner Units (39,243,042 and 38,598,321 units issued and
outstanding at March 31, 2003 and December 31, 2002,
respectively) ................................................. 683,253 665,647
Unamortized Value of General Partnership Restricted Units ....... (23,411) (4,307)
Limited Partners' Units (6,809,177 and 6,811,956 units issued and
outstanding at March 31, 2003 and December 31, 2002,
respectively) ................................................. 168,516 168,740
Accumulated Other Comprehensive Loss ............................ (10,358) (10,559)
---------- ----------
Total Partners' Capital ............................. 1,058,697 1,060,218
---------- ----------
Total Liabilities and Partners' Capital ............. $2,588,355 $2,585,805
========== ==========
The accompanying notes are an integral part of the financial statements.
2
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)
Three Months Three Months
Ended Ended
March 31, 2003 March 31, 2002
-------------- --------------
Revenues:
Rental Income ................................................................. $ 53,635 $ 52,496
Tenant Recoveries and Other Income ............................................ 18,701 16,215
------------- -------------
Total Revenues ...................................................... 72,336 68,711
------------- -------------
Expenses:
Real Estate Taxes ............................................................. 11,558 10,937
Repairs and Maintenance ....................................................... 6,229 3,975
Property Management ........................................................... 3,407 2,716
Utilities ..................................................................... 2,441 1,737
Insurance ..................................................................... 911 454
Other ......................................................................... 1,553 1,585
General and Administrative .................................................... 6,600 5,139
Interest Expense .............................................................. 23,705 19,052
Amortization of Deferred Financing Costs ...................................... 437 445
Depreciation and Other Amortization ........................................... 16,241 14,426
------------- -------------
Total Expenses ..................................................... 73,082 60,466
------------- -------------
(Loss) Income from Continuing Operations Before Equity in Income of Other
Real Estate Partnerships, Equity in Income of Joint Ventures and Gain
on Sale of Real Estate ......................................................... (746) 8,245
Equity in Income of Other Real Estate Partnerships ............................... 17,228 15,395
Equity in Income of Joint Ventures ............................................... 174 222
Gain on Sale of Real Estate ...................................................... 1,311 5,339
------------- -------------
Income From Continuing Operations ................................................ 17,967 29,201
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $16,476 and $1,723 for the Three Months Ended March 31,
2003 and 2002, respectively) ................................................. 17,189 5,545
------------- -------------
Net Income ....................................................................... 35,156 34,746
Less: Preferred Unit Distributions .............................................. (5,044) (7,231)
------------- -------------
Net Income Available to Unitholders .............................................. $ 30,112 $ 27,515
============= =============
Income from Continuing Operations Available to Unitholders Per
Weighted Average Unit Outstanding:
Basic ................................................................. $ .28 $ .48
============= =============
Diluted ............................................................... $ .28 $ .48
============= =============
Net Income Available to Unitholders Per Weighted Average Unit
Outstanding:
Basic ................................................................. $ .66 $ .60
============= =============
Diluted ............................................................... $ .66 $ .60
============= =============
Net Income ....................................................................... $ 35,156 $ 34,746
Other Comprehensive Income:
Mark-to-Market of Interest Rate Protection Agreements and Interest Rate
Swap Agreements .................................................... 154 3,573
Amortization of Interest Rate Protection Agreements ................... 47 54
------------- -------------
Comprehensive Income ............................................................. $ 35,357 $ 38,373
============= =============
The accompanying notes are an integral part of the financial statements.
3
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................... $ 35,156 $ 34,746
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ................................................. 13,925 13,573
Amortization of Deferred Financing Costs ..................... 437 445
Other Amortization ........................................... 3,629 3,246
Provision for Bad Debt ....................................... (600) --
Equity in Income of Joint Ventures ........................... (174) (222)
Distributions from Joint Ventures ............................ 174 181
Gain on Sale of Real Estate .................................. (17,787) (7,062)
Equity in Income of Other Real Estate Partnerships ........... (17,228) (15,395)
Distributions from Investment in Other Real Estate
Partnerships ............................................ 17,228 15,395
Increase in Tenant Accounts Receivable and Prepaid Expenses
and Other Assets, Net ................................... (12,844) (4,579)
Increase in Deferred Rent Receivable ......................... (535) (473)
Decrease in Accounts Payable and Accrued Expenses
and Rents Received in Advance and Security Deposits .... (4,067) (12,203)
---------- ----------
Net Cash Provided by Operating Activities .............. 17,314 27,652
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of and Additions to Investment in Real Estate ...... (22,166) (25,661)
Net Proceeds from Sales of Investment in Real Estate ......... 59,895 56,788
Investments in and Advances to Other Real Estate Partnerships (34,272) (55,428)
Distributions from Other Real Estate Partnerships in Excess of
Equity in Income ........................................ 49,082 11,374
Contributions to and Investments in Joint Ventures ........... (459) (2,176)
Distributions from Joint Ventures ............................ 356 --
Repayment of Mortgage Loans Receivable ....................... 1,689 18
Increase in Restricted Cash .................................. (35,494) (26,014)
---------- ----------
Net Cash Provided by (Used in) Investing Activities ..... 18,631 (41,099)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ............................................ 727 10,062
Unit Distributions ............................................ (31,106) (31,196)
Repurchase of Restricted Units ................................ (1,591) (1,679)
Repurchase of General Partner Units............................ (997) --
Preferred Unit Distributions .................................. (5,044) --
Repayments on Mortgage Loans Payable .......................... (224) (364)
Proceeds from Unsecured Lines of Credit ....................... 61,900 83,500
Repayments on Unsecured Lines of Credit ....................... (58,600) (46,500)
---------- ----------
Net Cash (Used in) Provided by Financing Activities .... (34,935) 13,823
---------- ----------
Net Increase in Cash and Cash Equivalents ..................... 1,010 376
Cash and Cash Equivalents, Beginning of Period ................ -- --
---------- ----------
Cash and Cash Equivalents, End of Period ...................... $ 1,010 $ 376
========== ==========
The accompanying notes are an integral part of the financial statements.
4
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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 85.2% ownership interest at March 31, 2003. The limited partners of
the Operating Partnership own approximately a 14.8% interest in the Operating
Partnership at March 31, 2003. The Company also owns a preferred general
partnership interest in the Operating Partnership with an aggregate liquidation
priority of $250,000. 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 Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s"), the sole stockholder of First Industrial 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 minority equity interests in and
provides asset and property management services to three joint ventures which
invest in industrial properties (the "September 1998 Joint Venture", the
"September 1999 Joint Venture" and the "December 2001 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 financial statements of the Operating Partnership report the L.L.C.s
and First Industrial Development Services, Inc. (the "Consolidated Operating
Partnership") on a consolidated basis. The Other Real Estate Partnerships, the
September 1998 Joint Venture, the September 1999 Joint Venture and the December
2001 Joint Venture are accounted for under the equity method of accounting. As
of March 31, 2003, the Consolidated Operating Partnership owned 778 in-service
properties containing an aggregate of approximately 48.8 million square feet of
gross leasable area ("GLA"). On a combined basis, as of March 31, 2003, the
Other Real Estate Partnerships owned 112 in-service properties containing an
aggregate of approximately 10.3 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.
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 2002 Form 10-K and
should be read in conjunction with such financial statements and related notes.
The following notes to these interim financial statements highlight significant
changes to the notes included in the December 31, 2002 audited financial
statements included in the Operating Partnership's 2002 Form 10-K and present
interim disclosures as required by the Securities and Exchange Commission.
In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnership's financial
statements, is required to make estimates and
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of March 31, 2003 and
December 31, 2002, and the reported amounts of revenues and expenses for each of
the three months ended March 31, 2003 and 2002. 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 March 31, 2003 and the results of its
operations and its cash flows for each of the three months ended March 31, 2003
and 2002.
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 approximately $1,107 and
$1,707 as of March 31, 2003 and December 31, 2002, respectively.
Employee Benefit Plans:
Prior to January 1, 2003, the Consolidated Operating Partnership accounted
for its stock incentive plans under the recognition and measurement principles
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under APB 25, compensation expense is not recognized for
options issued in which the strike price is equal to the fair value of the
Company's stock on the date of grant. Certain options issued in 2000 were issued
with a strike price less than the fair value of the Company's stock on the date
of grant. Compensation expense is being recognized for the intrinsic value of
these options determined at the date of grant over the vesting period. On
January 1, 2003, the Consolidated Operating Partnership adopted the fair value
recognition provisions of the Financial Accounting Standards Board's ("FASB")
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" ("FAS 123"), as amended by Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure". The
Consolidated Operating Partnership is applying the fair value recognition
provisions of FAS 123 prospectively to all employee option awards granted after
December 31, 2002. The Consolidated Operating Partnership has not awarded
options to employees or directors of the Company in the first quarter of 2003,
therefore no stock-based employee compensation expense is included in net income
available to common stockholders related to the fair value recognition
provisions of FAS 123.
6
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
The following table illustrates the pro forma effect on net income and
earnings per unit as if the fair value recognition provisions of FAS 123 had
been applied to all outstanding and unvested option awards in each period
presented:
Three Months Ended
---------------------------
March 31, March 31,
2003 2002
---------- ----------
Net Income Available to Unitholders - as reported .................... $ 30,112 $ 27,515
Add: Stock-Based Employee Compensation Expense Included in Net Income
Available to Common Stockholders - as reported ............. 54 162
Less: Total Stock-Based Employee Compensation Expense Determined
Under the Fair Value Method ................................ (412) (316)
---------- ----------
Net Income Available to Unitholders - pro forma ...................... $ 29,754 $ 27,361
========== ==========
Net Income Available to Unitholders per Unit - as reported - Basic ... $ .66 $ .60
Net Income Available to Unitholders per Unit - pro forma - Basic ..... $ .65 $ .60
Net Income Available to Unitholders per Unit - as reported - Diluted . $ .66 $ .60
Net Income Available to Unitholders per Unit - pro forma - Diluted ... $ .65 $ .59
Discontinued Operations:
On January 1, 2002, the Consolidated Operating Partnership adopted the
FASB's 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 requires that the results of operations and gains or losses on the sale of
properties sold subsequent to December 31, 2001 as well as the results of
operations from properties that are classified as held for sale at March 31,
2003 be presented in discontinued operations if both of the following criteria
are met: (a) the operations and cash flows of the property have been (or will
be) eliminated from the ongoing operations of the Consolidated Operating
Partnership as a result of the disposal transaction and (b) the Consolidated
Operating Partnership will not have any significant continuing involvement in
the operations of the property after the disposal transaction. FAS 144 also
requires prior period results of operations for these properties to be restated
and presented in discontinued operations in prior consolidated statements of
operations.
Recent Accounting Pronouncements:
In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by
business enterprises of special purpose entities ("SPEs") to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable Interest
Entities created before February 1, 2003, the provisions of FIN 46 are effective
no later than the beginning of the first interim or annual reporting period that
starts after June 15, 2003. For Variable Interest Entities created after January
31, 2003, the provisions of FIN 46 are effective immediately. FIN 46 does not
have a material effect on the Consolidated Operating Partnership's consolidated
financial position, liquidity, and results of operations.
7
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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:
March 31, December 31,
2003 2002
--------- ------------
ASSETS
Assets:
Investment in Real Estate, Net ................. $343,745 $332,552
Other Assets, Net .............................. 40,616 102,784
-------- --------
Total Assets ........................... $384,361 $435,336
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ......................... $ 2,583 $ 40,080
Other Liabilities .............................. 15,642 14,126
-------- --------
Total Liabilities ..................... 18,225 54,206
-------- --------
Partners' Capital .............................. 366,136 381,130
-------- --------
Total Liabilities and Partners' Capital $384,361 $435,336
======== ========
Condensed Combined Statements of Operations:
Three Months Ended
------------------------------
March 31, 2003 March 31, 2002
-------------- --------------
Total Revenues .................................... $ 24,074 $ 12,146
Property Expenses ................................. (4,381) (3,393)
Loss on Early Retirement of Mortgage Loan
Payable ....................................... (1,466) --
Interest Expense .................................. (121) (732)
Amortization of Deferred Financing Costs .......... (1) (17)
Depreciation and Other Amortization ............... (2,770) (2,555)
Gain on Sale of Real Estate ....................... 1,970 --
Income from Discontinued Operations
(Including Gain on Sale of Real Estate of $8,606
for the Three Months Ended March 31, 2002 ..... -- 10,088
-------- --------
Net Income ........................................ $ 17,305 $ 15,537
======== ========
8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. INVESTMENTS IN JOINT VENTURES
During the three months ended March 31, 2003, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $71 in asset management fees from the September 1998 Joint Venture
and the September 1999 Joint Venture, collectively, and approximately $189 in
property management fees from the September 1998 Joint Venture, the September
1999 Joint Venture and the December 2001 Joint Venture, collectively. During the
three months ended March 31, 2002, the Consolidated Operating Partnership,
through wholly-owned limited liability companies in which the Operating
Partnership is the sole member, recognized, in the aggregate, approximately $224
in asset management fees from the September 1998 Joint Venture and the September
1999 Joint Venture, collectively, and approximately $243 in property management
fees from the September 1998 Joint Venture, the September 1999 Joint Venture and
the December 2001 Joint Venture, collectively. During the three months ended
March 31, 2003 and 2002, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is the
sole member, invested approximately $459 and $2,176, respectively, in the
December 2001 Joint Venture. During the three months ended March, 31, 2003, the
Consolidated Operating Partnership, through wholly-owned limited liability
companies in which the Operating Partnership is the sole member, received
distributions of approximately $530 from the September 1998 Joint Venture and
the December 2001 Joint Venture, collectively. During the three months ended
March 31, 2002, the Consolidated Operating Partnership, through wholly-owned
limited liability companies in which the Operating Partnership is the sole
member, received distributions of approximately $181 from the September 1998
Joint Venture and the September 1999 Joint Venture, collectively. As of March
31, 2003, the September 1998 Joint Venture owned 47 industrial properties
comprising approximately 2.1 million square feet of GLA, the September 1999
Joint Venture owned one industrial property comprising approximately .1 million
square feet of GLA and the December 2001 Joint Venture had economic interests in
25 industrial properties comprising approximately 4.4 million square feet of
GLA. Twenty-three of the 25 properties purchased by the December 2001 Joint
Venture were purchased from the Consolidated Operating Partnership. The
Consolidated Operating Partnership deferred 15% of the gain resulting from these
sales, which is equal to the Consolidated Operating Partnership's economic
interest in the December 2001 Joint Venture.
9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINE OF
CREDIT
The following table discloses information about both of the Consolidated
Operating Partnership's outstanding interest rate swap agreements (the "Interest
Rate Swap Agreements") at March 31, 2003.
Notional Amount Effective Date Maturity Date LIBOR Rate
------------------------ --------------------- ---------------------- ------------------
$25,000 October 5, 2001 July 5, 2003 3.0775%
$25,000 September 5, 2002 September 5, 2003 1.8840%
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans payable, senior unsecured
debt and unsecured line of credit:
INTEREST
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT RATE AT
----------------------------- --------------------------- ----------
MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31, MATURITY
2003 2002 2003 2002 2003 DATE
---------- ------------- ---------- -------------- ---------- -------------
MORTGAGE LOANS PAYABLE, NET
Assumed Loans ................ $ 5,876 $ 6,015 $ -- $ -- 9.250% 1/01/13
Acquisition Mortgage Loan IV . 2,195 2,215 17 17 8.950% 10/01/06
Acquisition Mortgage Loan VIII 5,701 5,733 39 39 8.260% 12/01/19
Acquisition Mortgage Loan IX . 5,913 5,946 41 41 8.260% 12/01/19
---------- ------------- ---------- -------------
Total ........................ $ 19,685 $ 19,909 $ 97 $ 97
========== ============= ========== =============
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 ................... 149,978(1) 149,977(1) 4,306 1,457 7.600% 5/15/07
2011 PATS .................... 99,622(1) 99,610(1) 2,786 942 7.375% 5/15/11(2)
2017 Notes ................... 99,859(1) 99,857(1) 2,500 625 7.500% 12/01/17
2027 Notes ................... 15,052(1) 15,052(1) 407 138 7.150% 5/15/27
2028 Notes ................... 199,801(1) 199,799(1) 3,209 7,009 7.600% 7/15/28
2011 Notes ................... 199,517(1) 199,502(1) 656 4,343 7.375% 3/15/11
2012 Notes ................... 198,752(1) 198,717(1) 6,340 2,903 6.875% 4/15/12
2032 Notes ................... 49,352(1) 49,346(1) 1,787 818 7.750% 4/15/32
---------- ------------- ---------- -------------
Total ........................ $1,211,933 $ 1,211,860 $ 26,737 $ 19,493
========== ============= ========== =============
UNSECURED LINE OF CREDIT
2002 Unsecured Line of Credit $ 173,600 $ 170,300 $ 343 $ 415 2.555% 9/30/05
========== ============= ========== =============
(1) At March 31, 2003, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028
Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of unamortized
discounts of $22, $378, $141, $18, $199, $483, $1,248 and $648,
respectively. At December 31, 2002, the 2007 Notes, 2011 PATS, 2017 Notes,
2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes and 2032 Notes are net of
unamortized discounts of $23, $390 $143, $18, $201, $498, $1,283 and $654,
respectively.
(2) The 2011 PATS are redeemable at the option of the holder thereof, on May
15, 2004.
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and unsecured
line of credit for the next five years ending December 31, and thereafter:
Amount
----------
Remainder of 2003 $ 707
2004 1,010
2005 224,704
2006 153,022
2007 151,197
Thereafter 877,715
----------
Total $1,408,355
==========
10
FIRST INDUSTRIAL, L.P
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINE OF
CREDIT, CONTINUED
Other Comprehensive Income:
In conjunction with the 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 senior unsecured debt (the "Interest Rate Protection Agreements").
In the next 12 months, the Consolidated Operating Partnership will amortize
approximately $206 into net income as an increase to interest expense.
The following is a roll forward of the accumulated other comprehensive
loss balance relating to the Consolidated Operating Partnership's derivative
transactions:
Balance at December 31, 2002 ................................. $(10,559)
Mark-to-Market of Interest Rate Protection Agreements and
Interest Rate Swap Agreements .................... 154
Amortization of Interest Rate Protection Agreements ..... 47
--------
Balance at March 31, 2003 .................................... $(10,358)
========
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 three months ended March 31, 2003, the Company awarded 692,888
shares of restricted common stock to certain employees and 1,073 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 $20,304 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.
11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
6. PARTNERS' CAPITAL, CONTINUED
During the three months ended March 31, 2003, certain employees exercised
30,766 non-qualified employee stock options. Net proceeds to the Company were
approximately $727. The Consolidated Operating Partnership, through the
Operating Partnership, issued Units to the Company in the same amount.
Distributions:
On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31,106.
On March 31, 2003, the Operating Partnership paid first quarter dividends
of $53.906 per share ($.53906 per Depositary share), $49.688 per share ($.49688
per Depositary share) and $49.375 per share ($.49375 per Depositary share) on
its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock, respectively, totaling, in the aggregate, approximately $5,044.
Purchase of Units:
During the three months ended March 31, 2003, the Company repurchased
37,300 shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partner
Units from the Company in the same amount.
7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
During the three months ended March 31, 2003, the Consolidated Operating
Partnership acquired one industrial property comprising approximately .5 million
square feet of GLA and several land parcels. The purchase price of these
acquisitions totaled approximately $22,050, excluding costs incurred in
conjunction with the acquisition of the industrial property and land parcels.
The Consolidated Operating Partnership also completed the development of two
industrial properties comprising approximately .3 million square feet of GLA at
an estimated cost of approximately $10.8 million.
8. SALE OF REAL ESTATE, REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS
During the three months ended March 31, 2003, the Consolidated Operating
Partnership sold 21 industrial properties comprising approximately 1.1 million
square feet of GLA and several land parcels. One of the 21 sold industrial
properties comprising approximately .1 million square feet of GLA was sold to
one of the Consolidated Operating Partnership's industrial real estate joint
ventures. Gross proceeds from the sales of the 21 industrial properties and
several land parcels were approximately $62,145. The gain on sale of real estate
was approximately $17,787. Twenty of the 21 sold industrial properties meet the
criteria established by FAS 144 to be included in discontinued operations.
Therefore, in accordance with FAS 144, the results of operations and gain on
sale of real estate for the 20 sold industrial properties that meet the criteria
established by FAS 144 are included in discontinued operations. The results of
operations and gain on sale of real estate for the one industrial property and
several land parcels that do not meet the criteria established by FAS 144 are
included in continuing operations.
At March 31, 2003, the Consolidated Operating Partnership had two
industrial properties comprising approximately .1 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the two
industrial properties held for sale at March 31, 2003 are included in
discontinued operations. There can be no assurance that such industrial
properties held for sale will be sold.
12
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
8. SALE OF REAL ESTATE, REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS,
CONTINUED
Income from discontinued operations for the three months ended March 31,
2003 reflects the results of operations and gain on sale of real estate of 20
industrial properties that were sold during the three months ended March 31,
2003 as well as the results of operations of two industrial properties held for
sale at March 31, 2003. Income from discontinued operations for the three months
ended March 31, 2002 reflects the results of operations of 20 industrial
properties that were sold during the three months ended March 31, 2003, 69
industrial properties that were sold during the twelve months ended December 31,
2002 and two industrial properties identified as held for sale at March 31,
2003, as well as the gain on sale of real estate from 11 of the 69 sold
industrial properties which were sold during the three months ended March 31,
2002.
The following table discloses certain information regarding the industrial
properties included in discontinued operations by the Consolidated Operating
Partnership, at March 31, 2003 and 2002.
THREE MONTHS ENDED
MARCH 31,
--------------------
2003 2002
-------- --------
Total Revenues .................... $ 1,642 $ 7,783
Operating Expenses ................ (695) (2,426)
Depreciation and Amortization ..... (234) (1,536)
Gain on Sale of Real Estate ....... 16,476 1,724
-------- --------
Income from Discontinued Operations $ 17,189 $ 5,545
======== ========
9. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS
Supplemental disclosure of cash flow information:
Three Months Ended
------------------------
March 31, March 31,
2003 2002
---------- ----------
Interest paid, net of capitalized interest ......................... $ 16,533 $ 14,656
========== ==========
Interest capitalized ............................................... $ 204 $ 2,855
========== ==========
Supplemental schedule of non-cash investing and financing activities:
Distribution payable on units ..................................... $ 31,543 $ 31,453
========== ==========
Distribution payable on preferred units ............................ $ -- $ 7,231
========== ==========
Exchange of limited partnership units for general partnership units:
Limited partnership units ......................................... $ (72) $ (322)
General partnership units ......................................... 72 322
---------- ----------
$ -- $ --
========== ==========
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate ........................................... $ 22,050 $ 2,789
Deferred Purchase Price ........................................... (10,425) --
Accounts payable and accrued expenses .............................. -- (38)
---------- ----------
Acquisition of real estate ......................................... $ 11,625 $ 2,751
========== ==========
In conjunction with a property sale, the Operating Partnership provided
seller financing:
Notes Receivable .................................................. $ -- $ 4,500
========== ==========
13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
10. EARNINGS PER UNIT ("EPU")
The computation of basic and diluted EPU is presented below:
Three Months Ended
---------------------------
March 31, March 31,
2003 2002
------------ ------------
Numerator:
Income from Continuing Operations .......................... $ 17,967 $ 29,201
Less: Preferred Distributions .............................. (5,044) (7,231)
------------ ------------
Income from Continuing Operations Available to Unitholders
For Basic and Diluted EPU ............................. 12,923 21,970
Discontinued Operations .................................... 17,189 5,545
------------ ------------
Net Income Available to Unitholders ........................ $ 30,112 $ 27,515
============ ============
Denominator:
Weighted Average Units - Basic ............................. 45,456,361 45,948,158
Effect of Dilutive Securities:
Employee and Director Common Stock Options of
the Company that Result in the Issuance of General
Partner Units .......................................... 57,078 279,647
------------ ------------
Weighted Average Units Outstanding- Diluted ................ 45,513,439 46,227,805
============ ============
Basic EPU:
Income from Continuing Operations Available to Unitholders . $ .28 $ .48
============ ============
Discontinued Operations .................................... $ .38 $ .12
============ ============
Net Income Available to Unitholders ........................ $ .66 $ .60
============ ============
Diluted EPU:
Income from Continuing Operations Available to Unitholders . $ .28 $ .48
============ ============
Discontinued Operations .................................... $ .38 $ .12
============ ============
Net Income Available to Unitholders ........................ $ .66 $ .60
============ ============
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.
14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
11. COMMITMENTS AND CONTINGENCIES, CONTINUED
The Consolidated Operating Partnership has committed to the construction
of 30 development projects totaling approximately 2.8 million square feet of GLA
for an estimated investment of approximately $157.9 million. Of this amount,
approximately $32.8 million remains to be funded. These developments are
expected to be funded with proceeds from the sale of select properties, cash
flows from operations and borrowings under the Consolidated Operating
Partnership's 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service 29 of the 30 development projects 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 estimated
completion cost stated above.
12. SUBSEQUENT EVENTS
From April 1, 2003 to May 2, 2003, the Consolidated Operating Partnership
acquired 12 industrial properties for an aggregate purchase price of
approximately $60,223, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold five industrial properties for approximately $17,155 of
gross proceeds.
On April 21, 2003, the Operating Partnership paid a first quarter 2003
distribution of $.6850 per Unit, totaling approximately $31,543.
15
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 "Exchange Act"). 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 financing, interest rate levels, competition, supply
and demand for industrial properties in the Operating Partnership's current and
proposed market areas, potential environmental liabilities, slippage in
development or lease-up schedules, tenant credit risks, higher-than-expected
costs and changes in 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 85.2% ownership interest at March 31, 2003. The limited
partners of the Operating Partnership own, in the aggregate, approximately a
14.8% interest in the Operating Partnership at March 31, 2003. The Company also
owns a preferred general partnership interest in the Operating Partnership with
an aggregate liquidation priority of $250 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 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. 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 minority equity
interests in and provides asset and property management services to three joint
ventures which invest in industrial properties (the "September 1998 Joint
Venture", the "September 1999 Joint Venture" and the "December 2001 Joint
Venture"). The financial statements of the Operating Partnership report the
L.L.C.s and First Industrial Development Services, Inc. (the "Consolidated
Operating Partnership") on a consolidated basis. The Other Real Estate
Partnerships, the September 1998 Joint Venture, the September 1999 Joint Venture
and the December 2001 Joint Venture are accounted for under the equity method of
accounting.
16
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.
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 March 31, 2003, the Consolidated Operating Partnership owned 778
in-service properties with approximately 48.8 million square feet of gross
leasable area ("GLA"), compared to 799 in-service properties with approximately
51.6 million square feet of GLA at March 31, 2002. During the period between
April 1, 2002 and March 31, 2003, the Consolidated Operating Partnership
acquired 67 properties containing approximately 4.7 million square feet of GLA,
completed development of 16 properties totaling approximately 2.7 million square
feet of GLA and sold 94 in-service properties totaling approximately 8.0 million
square feet of GLA, six out of service properties and several land parcels. The
Consolidated Operating Partnership also took 10 properties out of service that
are under redevelopment comprising approximately 2.3 million square feet of GLA
and placed in-service three properties comprising approximately .3 million
square feet of GLA. During the period between January 1, 2003 and March 31,
2003, the Consolidated Operating Partnership contributed two properties
comprising approximately .1 million square feet of GLA to First Industrial
Harrisburg, L.P. and contributed one property comprising approximately .1
million square feet of GLA to First Industrial Financing, L.P.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2003 TO THREE MONTHS ENDED MARCH 31,
2002
Rental income and tenant recoveries and other income increased by
approximately $3.6 million or 5.3% for the three months ended March 31, 2003 as
compared to the three months ended March 31, 2002 due to properties acquired or
developed subsequent to December 31, 2001, partially offset by a decrease in
average occupied GLA for the three months ended March 31, 2003 as compared to
the three months ended March 31, 2002. Rental income and tenant recoveries and
other income from in-service properties owned prior to January 1, 2002 decreased
by approximately $2.1 million or 3.2% due primarily to a decrease in average
occupied GLA for the three months ended March 31, 2003 as compared to the three
months ended March 31, 2002.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $4.7 million or 21.9% for the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002. This
increase is due primarily to an increase in same store property expenses as
discussed below and an increase in property expenses due to properties acquired
subsequent to December 31, 2001. Property expenses from in-service properties
owned prior to January 1, 2002 increased by approximately $2.4 million or 12.7%
due primarily to an increase in repairs and maintenance expense, utilities
expense and insurance expense. The increase in repairs and maintenance is due
primarily to an increase in maintenance and related expenses to prepare the
Consolidated Operating Partnership's properties to re-lease as well as an
increase in snow removal and related expenses in certain of the Consolidated
Operating Partnership's markets. The increase in utilities expense is due to an
increase in gas and electricity expenses. The increase in insurance is due
primarily to an increase in insurance premiums.
General and administrative expense increased by approximately $1.5 million
due primarily to an increase in employees and employee compensation.
17
Interest expense increased by approximately $4.7 million for the three
months ended March 31, 2003 compared to the three months ended March 31, 2002
due primarily to a higher average debt balance outstanding for the three months
ended March 31, 2003 compared to the three months ended March 31, 2002 as well
as a decrease in capitalized interest due to a decrease in development
activities. The average debt balance outstanding for the three months ended
March 31, 2003 and 2002 was approximately $1,430.4 million and $1,307.5 million,
respectively. This was slightly offset by a decrease in the weighted average
interest rate on the Consolidated Operating Partnership's outstanding debt for
the three months ended March 31, 2003 (6.65%) as compared to the three months
ended March 31, 2002 (6.67%).
Amortization of deferred financing costs remained relatively unchanged.
Depreciation and other amortization increased by approximately $1.8
million due primarily to additional depreciation and amortization recognized for
properties acquired subsequent to December 31, 2001.
Equity in income of Other Real Estate Partnerships increased by
approximately $1.8 million due primarily to an approximate $10.7 million lease
termination fee received from a tenant during the three months ended March 31,
2003, partially offset by a decrease in gain on sale of real estate for the
three months ended March 31, 2003 as compared to the three months ended March
31, 2002.
Equity in income of joint ventures decreased by approximately $.1 million
due primarily to the Consolidated Operating Partnership recognizing its
proportionate share of the loss on sale of real estate of one of the
Consolidated Operating Partnership's joint ventures as well as its proportionate
share of the decrease in net income in two of the Consolidated Operating
Partnership's joint ventures due to properties sold subsequent to December 31,
2001, partially offset by the Consolidated Operating Partnership recognizing its
proportionate share in the increase in net income of one of the Consolidated
Operating Partnership's joint ventures due to properties acquired subsequent to
December 31, 2001.
The $1.3 million gain on sale of real estate for the three months ended
March 31, 2003 resulted from the sale of one industrial property and several
land parcels that do not meet the criteria established by the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS
144") for inclusion in discontinued operations. Gross proceeds from these sales
were approximately $8.6 million.
The $5.3 million gain on sale of real estate for the three months ended
March 31, 2002 resulted from the sale of six industrial properties and several
land parcels that do not meet the criteria established by FAS 144 for inclusion
in discontinued operations. Gross proceeds from these sales were approximately
$40.4 million.
Income from discontinued operations of approximately $17.2 million for the
three months ended March 31, 2003 reflects the results of operations and gain on
sale of real estate of 20 industrial properties that were sold during the three
months ended March 31, 2003 as well as the results of operations of two
industrial properties held for sale at March 31, 2003. Gross proceeds from the
sales of the 20 industrial properties were approximately $53.6 million,
resulting in a gain on sale of real estate of approximately $16.5 million.
Income from discontinued operations of approximately $5.5 million for the
three months ended March 31, 2002 reflects the results of operations of 20
industrial properties that were sold during the three months ended March 31,
2003, 69 industrial properties that were sold during the twelve months ended
December 31, 2002 and two industrial properties identified as held for sale at
March 31, 2003, as well as the gain on sale of real estate from 11 of the 69
sold industrial properties which were sold during the three months ended March
31, 2002. Gross proceeds from the sales of the 11 industrial properties were
approximately $27.4 million, resulting in a gain on sale of real estate of
approximately $1.7 million.
18
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2003, the Consolidated Operating Partnership's cash and cash
equivalents was approximately $1.0 million and restricted cash was approximately
$63.8 million. Restricted cash is comprised of gross proceeds from the sales of
certain industrial properties. These sales proceeds will be disbursed as the
Consolidated Operating Partnership exchanges industrial properties under Section
1031 of the Internal Revenue Code.
THREE MONTHS ENDED MARCH 31, 2003
Net cash provided by operating activities of approximately $17.3 million
for the three months ended March 31, 2003 was comprised primarily of net income
of approximately $35.1 million, partially offset by adjustments for non-cash
items of approximately $.9 million and the net change in operating assets and
liabilities of approximately $16.9 million. The adjustments for the non-cash
items of approximately $.9 million are primarily comprised of the gain on sale
of real estate of approximately $17.8 million, a decrease of the bad debt
provision of approximately $.6 million and the effect of the straight-lining of
rental income of approximately $.5 million, partially offset by depreciation and
amortization of approximately $18.0 million
Net cash provided by investing activities of approximately $18.6 million
for the three months ended March 31, 2003 was comprised primarily of the net
proceeds from sales of investment in real estate, distributions from the Other
Real Estate Partnerships, distributions from two of the Consolidated Operating
Partnership's industrial real estate joint ventures and the repayment of
mortgage loans receivable, partially offset by 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,
investments in and advances to the Other Real Estate Partnerships and
contributions to and investments in one of the Consolidated Operating
Partnership's industrial real estate joint ventures.
Net cash used in financing activities of approximately $34.9 million for
the three months ended March 31, 2003 was comprised primarily of general
partnership and limited partnership units ("Unit") and preferred general
partnership unit distributions, the repurchase of restricted units, the
repurchase of general partner units and repayments on mortgage loans payable,
partially offset by Unit contributions and net borrowings under the Consolidated
Operating Partnership's $300 million unsecured line of credit (the "2002
Unsecured Line of Credit").
THREE MONTHS ENDED MARCH 31, 2002
Net cash provided by operating activities of approximately $27.7 million
for the three months ended March 31, 2002 was comprised primarily of net income
of approximately $34.8 million and adjustments for non-cash items of
approximately $9.7 million, partially offset by the net change in operating
assets and liabilities of approximately $16.8 million. The adjustments for the
non-cash items of approximately $9.7 million are primarily comprised of
depreciation and amortization of approximately $17.2 million, partially offset
by the gain on sale of real estate of approximately $7.0 million and the effect
of the straight-lining of rental income of approximately $.5 million.
Net cash used in investing activities of approximately $41.1 million for
the three months ended March 31, 2002 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, investments in and advances to the Other Real Estate
Partnerships and contributions to and investments in one of the Consolidated
Operating Partnership's industrial real estate joint ventures, partially offset
by the net proceeds from sales of investment in real estate, distributions from
the Other Real Estate Partnerships and the repayment of mortgage loans
receivable.
19
Net cash provided by financing activities of approximately $13.8 million
for the three months ended March 31, 2002 was comprised primarily of Unit
contributions and net borrowings under the Consolidated Operating Partnership's
2000 Unsecured Acquisition Facility, partially offset by Unit distributions, the
repurchase of restricted units and repayments on mortgage loans payable.
INVESTMENT IN REAL ESTATE AND DEVELOPMENT OF REAL ESTATE
During the three months ended March 31, 2003, the Consolidated Operating
Partnership acquired one industrial property comprising approximately .5 million
square feet of GLA and several land parcels. The purchase price for these
acquisitions totaled approximately $22.1 million, excluding costs incurred in
conjunction with the acquisition of the industrial property and land parcels.
The Consolidated Operating Partnership also completed the development of two
industrial properties comprising approximately .3 million square feet of GLA at
a cost of approximately $10.8 million.
The Consolidated Operating Partnership has committed to the construction
of 30 development projects totaling approximately 2.8 million square feet of GLA
for an estimated investment of approximately $157.9 million. Of this amount,
approximately $32.8 million remains to be funded. These developments are
expected to be funded with proceeds from the sale of select properties, cash
flows from operations and borrowings under the Consolidated Operating
Partnership's 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service 29 of the 30 developments 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 estimated completion cost
stated above.
SALE OF REAL ESTATE, REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS
During the three months ended March 31, 2003, the Consolidated Operating
Partnership sold 21 industrial properties comprising approximately 1.1 million
square feet of GLA and several land parcels. One of the 21 sold industrial
properties comprising approximately .1 million square feet of GLA was sold to
one of the Consolidated Operating Partnership's industrial real estate joint
ventures. Gross proceeds from the sales of the 21 industrial properties and
several land parcels were approximately $62.1 million. Twenty of the 21 sold
industrial properties meet the criteria established by FAS 144 to be included in
discontinued operations. Therefore, in accordance with FAS 144, the results of
operations and gain on sale of real estate for the 20 sold industrial properties
that meet the criteria established by FAS 144 are included in discontinued
operations. The results of operations and gain on sale of real estate for the
one industrial property and several land parcels that do not meet the criteria
established by FAS 144 are included in continuing operations.
At March 31, 2003, the Consolidated Operating Partnership had two
industrial properties comprising approximately .1 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the two
industrial properties held for sale at March 31, 2003 are included in
discontinued operations. There can be no assurance that such properties held for
sale will be sold.
Income from discontinued operations of approximately $17.2 million for the
three months ended March 31, 2003 reflects the results of operations and gain on
sale of real estate of 20 industrial properties that were sold during the three
months ended March 31, 2003 as well as the results of operations of two
industrial properties held for sale at March 31, 2003. Income from discontinued
operations of approximately $5.5 million for the three months ended March 31,
2002 reflects the results of operations of 20 industrial properties that were
sold during the three months ended March 31, 2003, 69 industrial properties that
were sold during the twelve months ended December 31, 2002 and two industrial
properties identified as held for sale at March 31, 2003, as well as the gain on
sale of real estate from 11 of the 69 sold industrial properties which were
sold during the three months ended March 31, 2002. Net carrying value of the two
industrial properties held for sale at March 31, 2003 is approximately $5.3
million.
20
INVESTMENTS IN JOINT VENTURES
During the three months ended March 31, 2003, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $.3 million in asset management and property management fees from
the September 1998 Joint Venture, the September 1999 Joint Venture and the
December 2001 Joint Venture, collectively. The Consolidated Operating
Partnership, through a wholly-owned limited liability company in which the
Operating Partnership is the sole member, invested approximately $.5 million in
the December 2001 Joint Venture. The Consolidated Operating Partnership, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received distributions of approximately $.5 million from the
September 1998 Joint Venture and the December 2001 Joint Venture, collectively.
As of March 31, 2003, the September 1998 Joint Venture owned 47 industrial
properties comprising approximately 2.1 million square feet of GLA, the
September 1999 Joint Venture owned one industrial property comprising
approximately .1 million square feet of GLA and the December 2001 Joint Venture
had economic interests in 25 industrial properties comprising approximately 4.4
million square feet of GLA. Twenty-three of the 25 properties purchased by the
December 2001 Joint Venture were purchased from the Consolidated Operating
Partnership. The Consolidated Operating Partnership deferred 15% of the gain
resulting from these sales which is equal to the Consolidated Operating
Partnerships economic interest in the December 2001 Joint Venture.
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 March 31, 2003 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 March 31, 2003, approximately $1,281.6 million (approximately 91.2% of
total debt at March 31, 2003) of the Consolidated Operating Partnership's debt
was fixed rate debt (included in the fixed rate debt is $50.0 million of
borrowings under the Consolidated Operating Partnership's 2002 Unsecured Line of
Credit for which the Consolidated Operating Partnership fixed the interest rate
via the interest rate swap agreements) and approximately $123.6 million
(approximately 8.8% of total debt at March 31, 2003) was variable 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.
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.
21
Based upon the amount of variable rate debt outstanding at March 31, 2003,
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 $.3 million per year. A 10%
increase in interest rates would decrease the fair value of the fixed rate debt
at March 31, 2003 by approximately $50.1 million to $1,361.0 million. A 10%
decrease in interest rates would increase the fair value of the fixed rate debt
at March 31, 2003 by approximately $54.5 million to $1,465.6 million. A 10%
increase in interest rates would decrease the fair value of the Written Option
at March 31, 2003 by approximately $2.6 million to $14.6 million. A 10% decrease
in interest rates would increase the fair value of the Written Option at March
31, 2003 by approximately $2.8 million to $20.0 million.
GENERAL PARTNERSHIP AND LIMITED PARTNERSHIP UNIT CONTRIBUTIONS, EMPLOYEE STOCK
OPTIONS AND RESTRICTED STOCK
The Operating Partnership has issued 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.
Unit Contributions:
During the three months ended March 31, 2003, the Company awarded 692,888
shares of restricted common stock to certain employees and 1,073 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 $20.3 million on the date of grant. The
restricted common stock vests over periods from one to ten years. Compensation
expense will be charged to earnings over the respective vesting periods.
During the three months ended March 31, 2003, certain employees exercised
30,766 non-qualified employee stock options. Net proceeds to the Company were
approximately $.7 million. The Consolidated Operating Partnership, through the
Operating Partnership, issued Units to the Company in the same amount.
Distributions:
On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31.1 million.
On March 31, 2003, the Operating Partnership paid first quarter dividends
of $53.906 per share ($.53906 per Depositary share), $49.688 per share ($.49688
per Depositary share) and $49.375 per share ($.49375 per Depositary share) on
its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock, respectively, totaling, in the aggregate, approximately $5.0 million.
Purchase of Units:
During the three months ended March 31, 2003, the Company repurchased
37,300 shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partnership
Units from the Company in the same amount.
SUBSEQUENT EVENTS
From April 1, 2003 to May 2, 2003, the Consolidated Operating Partnership
acquired 12 industrial properties for an aggregate purchase price of
approximately $60.2 million, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold five industrial properties for approximately $17.2 million
of gross proceeds.
22
On April 21, 2003, the Operating Partnership paid a first quarter 2003
distribution of $.6850 per Unit, totaling approximately $31.5 million.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Consolidated Operating Partnership has considered its short-term (one
year or less) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs. The
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the minimum distribution required by the Company to maintain the Company's
REIT qualification under the Internal Revenue Code. The Consolidated Operating
Partnership anticipates that these needs will be met with cash flows provided by
operating activities.
The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and other
nonrecurring capital improvements through the disposition of select assets,
long-term unsecured indebtedness and the issuance of additional Units and
preferred units. As of March 31, 2003 and May 2, 2003, $250.0 million of debt
securities was registered and unissued under the Securities Act of 1933, as
amended. The Consolidated Operating Partnership also may finance the development
or acquisition of additional properties through borrowings under the 2002
Unsecured Line of Credit. At March 31, 2003, borrowings under the 2002 Unsecured
Line of Credit bore interest at a weighted average interest rate of 2.555%. The
2002 Unsecured Line of Credit bears interest at a floating rate of LIBOR plus
..70% or the Prime Rate, at the Company's election. As of May 2, 2003, the
Consolidated Operating Partnership, through the Operating Partnership, had
approximately $61.8 million available for additional borrowings under the 2002
Unsecured Line of Credit.
OTHER
In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by
business enterprises of special purpose entities ("SPEs") to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable Interest
Entities created before February 1, 2003, the provisions of FIN 46 are effective
no later than the beginning of the first interim or annual reporting period that
starts after June 15, 2003. For Variable Interest Entities created after January
31, 2003, the provisions of FIN 46 are effective immediately. FIN 46 does not
have a material effect on the Consolidated Operating Partnership's consolidated
financial position, liquidity, and results of operations.
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.
ITEM 4. CONTROLS AND PROCEDURES
The Company's principal executive officer and principal financial officer,
after evaluating the effectiveness of the Operating Partnership's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c) as of a date within 90 days before the filing date of this report,
have concluded that as of such date the Operating Partnership's disclosure
controls and procedures were effective.
There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in the Operating
Partnership's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation referenced in the
paragraph above.
23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------ -----------
99.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K: None.
*Filed herewith
24
The Company maintains a website at www.firstindustrial.com. Copies of the
Company's and the Operating Partnership's annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to such
reports are available without charge on the Company's website as soon as
reasonably practicable after such reports are filed or furnished with the SEC.
In addition, the Company has prepared supplemental financial and operating
information which is available without charge on the Company's website or upon
request to the Company. Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
25
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: May 14, 2003 By: /s/ Scott A. Musil
---------------------------------------
Scott A. Musil
Senior Vice President- Controller
(Chief Accounting Officer)
26
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Michael W. Brennan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Industrial,
L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003
/s/ Michael W. Brennan
----------------------
Michael W. Brennan
President and Chief Executive Officer
27
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Michael J. Havala, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Industrial,
L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003
/s/ Michael J. Havala
---------------------
Michael J .Havala
Chief Financial Officer
28
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*Filed herewith
29