View:
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
JULY 8, 2003
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-13102 36-3935116
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
311 S. WACKER DRIVE, SUITE 4000
CHICAGO, ILLINOIS 60606
(Address of principal executive offices, zip code)
(312) 344-4300 (Registrant's
telephone number, including area code)
================================================================================
ITEM 9. REGULATION FD DISCLOSURE
On July 8, 2003, First Industrial Realty Trust, Inc. (the "Company") issued
a press release regarding the Company's earnings estimates for the second and
third quarters and full year of 2003. A copy of the press release is attached as
Exhibit 99.1.
The information set forth under "Item 9. Regulation FD Disclosure" is
intended to be furnished under "Item 12. Results of Operations and Financial
Condition" in accordance with SEC Release No. 33-8216. Such information,
including the exhibit attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference to such filing.
SIGNATURES
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 hereunto duly authorized.
FIRST INDUSTRIAL REALTY TRUST, INC.
By: /s/ Michael J. Havala
-----------------------------------
Name: Michael J. Havala
Title: Chief Financial Officer
Date: July 8, 2003
EXHIBIT INDEX
Number Description
- ------ -----------
99.1 Press Release, dated July 8, 2003.
FIRST INDUSTRIAL REALTY TRUST
REPORTS PRELIMINARY SECOND QUARTER RESULTS
CHICAGO, July 8, 2003 - First Industrial Realty Trust, Inc. (NYSE: FR), the
nation's largest provider of diversified industrial real estate, today announced
that, due to a delay in the closing of a specific sale transaction, the Company
now expects to report funds from operations (FFO) per share/unit in the range of
$0.71 to $0.73 for the second quarter, compared to its previous guidance of
$0.81 to $0.85. The sale transaction that was delayed is now expected to close
in the third quarter. The Company expects to report fully-diluted earnings per
share, including income from discontinued operations and before extraordinary
items (EPS), in the range of $0.46 to $0.48 for the second quarter, compared to
its previous guidance range of $0.42 to $0.46.
"Except for the delay in the closing of this sale transaction, our performance
for the second quarter, including portfolio performance, was consistent with our
expectations," said Mike Brennan, president and chief executive officer. "Our
focus has been, and remains, on a long-term, disciplined strategy to maximize
return on invested capital through portfolio operations and value creation."
Outlook for 2003
Brennan continued, "As we look at the remainder of the year, any meaningful
recovery in the economy in general and in capital spending in particular
continues to appear on hold. While we continue to believe our portfolio
performance will remain stable and our overall transaction pipeline remains
strong, we now expect the majority of profits from current development activity
to be deferred into 2004, rather than realized in 2003. This results from a
slower pace of lease-up, stabilization and sale of our development projects than
previously anticipated. In addition, due to the timing of newly awarded
build-to-suit projects, the monetization of these will primarily be realized in
2004, rather than in 2003. As a result, we are revising our full-year guidance
and now expect full-year 2003 FFO per share to be in the range of $3.35 to
$3.55, compared to our previously announced guidance range of $3.55 to $3.75,
and full-year 2003 EPS to be in the range of $2.15 to $2.35, compared to our
previously announced guidance range of $2.00 to $2.20. We estimate third quarter
FFO per share to be in the range of $0.86 to $0.90 and third quarter EPS to be
in the range of $0.52 to $0.56."
-MORE-
Page 2 of 3
Low End of High End of
Guidance for Guidance for
2Q 2003 2Q 2003
(Per share/unit) (Per share/unit)
------------------- --------------------
Net Income Available to Common Stockholders $ 0.46 $ 0.48
Add: Real Estate Depreciation/Amortization 0.43 0.43
Less: Accumulated Depreciation/Amortization on Real Estate Sold (0.18) (0.18)
------------------- --------------------
FFO $ 0.71 $ 0.73
=================== ====================
Low End of High End of
Guidance for Guidance for
3Q 2003 3Q 2003
(Per share/unit) (Per share/unit)
------------------- --------------------
Net Income Available to Common Stockholders $ 0.52 $ 0.56
Add: Real Estate Depreciation/Amortization 0.45 0.45
Less: Accumulated Depreciation/Amortization on Real Estate Sold (0.11) (0.11)
------------------- --------------------
FFO $ 0.86 $ 0.90
=================== ====================
Low End of High End of
Guidance for 2003 Guidance for 2003
(Per share/unit) (Per share/unit)
------------------- --------------------
Net Income Available to Common Stockholders $ 2.15 $ 2.35
Add: Real Estate Depreciation/Amortization 1.74 1.74
Less: Accumulated Depreciation/Amortization on Real Estate Sold (0.54) (0.54)
------------------- --------------------
FFO $ 3.35 $ 3.55
=================== ====================
Brennan continued, "Sales volume in 2003 is now assumed to be approximately $300
million to $400 million with a 9% to 10% average cap rate, with book gains from
property sales/fees of between $75 million and $80 million, which equates to
between $50 million and $55 million in economic profit contribution to FFO in
2003. Investment volume assumptions for 2003, which include both new
developments and acquisitions, are now approximately $300 million to $400
million with a 10% to 11% average cap rate. We assume no significant changes in
our balance sheet structure.
"A number of factors could impact our ability to deliver results in line with
our assumptions, such as interest rates, the overall economy, the supply and
demand of industrial real estate, the timing and yields for divestment and
investment, and numerous other variables. There can be no assurance that First
Industrial can achieve such results for 2003. However, I believe that First
Industrial has the proper strategic and tactical design to deliver such results.
We believe our I-N-D-L infrastructure -- with its offensive and defensive
characteristics -- will continue to support our efforts and prove its value."
-MORE-
Page 3 of 3
The Company defines FFO as net income available to common stockholders, plus
depreciation/amortization/impairment of real estate, minus accumulated
depreciation/ amortization/impairment on real estate sold. Investors and
analysts following the real estate industry utilize FFO, variously defined, as a
supplemental performance measure. While the Company believes net income
available to common stockholders, as defined by GAAP, is the most appropriate
measure, it considers FFO, given its wide use by and relevance to investors and
analysts, an appropriate supplemental performance measure. FFO, reflecting the
assumption that real estate asset values rise or fall with market conditions,
principally adjusts for the effects of GAAP depreciation/amortization of real
estate assets. In addition, FFO is commonly used in various ratios, pricing
multiples/yields and returns and valuation calculations used to measure
financial position, performance and value.
First Industrial Realty Trust, Inc., the nation's largest provider of
diversified industrial real estate, serves every aspect of Corporate America's
industrial real estate needs, including customized supply chain solutions,
through its unique I-N-D-L operating platform, which utilizes a pure Industrial
focus and National scope to provide Diverse facility types, while offering
Local, full-service management and expertise. Building, buying, selling, leasing
and managing industrial property in major markets nationwide, First Industrial
develops long-term relationships with corporate real estate directors, tenants
and brokers to better serve customers with creative, flexible industrial real
estate solutions.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING INFORMATION ABOUT THE COMPANY. A
NUMBER OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE ANTICIPATED, INCLUDING 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 COMPANY'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. FOR FURTHER INFORMATION ON THESE AND OTHER FACTORS THAT COULD
IMPACT THE COMPANY AND THE STATEMENTS CONTAINED HEREIN, REFERENCE SHOULD BE MADE
TO THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
###