e8vk
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
April 24, 2008 (April 23, 2008)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-13102
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36-3935116 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 23, 2008, First Industrial Realty Trust, Inc. (the Company) issued a press release
announcing its financial results for the fiscal quarter ended March 31, 2008 and certain other
information.
Attached and incorporated by reference as Exhibit 99.1 is a copy of the Companys press
release dated April 23, 2008, announcing its financial results for the fiscal quarter ended March
31, 2008.
On April 24, 2008, the Company will hold an investor conference and webcast at 12:00 p.m.
Eastern time to disclose and discuss the financial results for the first fiscal quarter of 2008.
The information furnished in this report under this Item 2.02, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit No. |
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Description |
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99.1
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First Industrial Realty Trust, Inc. Press Release dated April
23, 2008 (furnished pursuant to Item 2.02). |
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.
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FIRST INDUSTRIAL REALTY TRUST, INC.
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By: |
/s/ Scott A. Musil
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Name: |
Scott A. Musil |
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Title: |
Chief Accounting Officer
(Principal Accounting Officer) |
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Date: April 24, 2008
exv99w1
Exhibit 99.1
First Industrial Realty Trust, Inc.
311 South Wacker Drive
Suite 4000
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
MEDIA RELEASE
FIRST INDUSTRIAL REALTY TRUST REPORTS
FIRST QUARTER 2008 RESULTS
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$475 Million Europe JV and $285 Million Canada JV Announced During the Quarter |
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Developable Land Now Totals More Than 5,000 Acres; Buildable to 85 Million Square Feet |
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4.1% Growth in Same Store Net Operating Income |
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Occupancy 94.2% at Quarter End; Rental Rates Up 4.9% |
CHICAGO, April 23, 2008 First Industrial Realty Trust, Inc. (NYSE: FR), a leading provider of
industrial real estate supply chain solutions, today announced results for the quarter ended March
31, 2008. Diluted net income available to common stockholders per share (EPS) was $1.13, up from
$0.66 in first quarter 2007. First quarter funds from operations (FFO) was $1.12 per share/unit on
a diluted basis, matching results from a year ago.
First quarter FFO per share exceeded the top end of our guidance range, said Mike Brennan,
president and CEO. Given challenging macroeconomic conditions, however, we believe it is prudent
to widen our FFO guidance range for the year. Mr. Brennan added, Nevertheless, we believe the
structural drivers of demand for industrial space rising international trade, demographic trends
and supply chain reconfiguration needs remain in place, and that our expanded platform and
capital sources are well designed to serve customers. To address rising demand internationally, we
announced the formation of two new joint ventures with the California State Teachers Retirement
System during the quarter a $475 million Europe JV and a $285 million Canada JV.
Portfolio Performance for On Balance Sheet Properties
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4.1% growth in same property net operating income (NOI) on a cash basis. Excluding lease
termination fees, same property cash basis NOI increased 1.1%. |
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Occupancy rose to 94.2% from 94.0% in first quarter 2007. |
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Rental rates increased 4.9% and leasing costs improved to $1.90 per square foot. |
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Retained tenants in 75% of square footage up for renewal. |
< more >
Investment Performance: First Quarter 2008
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(in millions) |
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Balance Sheet Investment/Disposition Activity |
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Property Acquisitions |
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$ |
89.9 |
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Square Feet |
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1.3 million |
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Stabilized Weighted Average Capitalization Rate |
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8.5 % |
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Developments Placed in Service |
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$ |
13.5 |
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Square Feet |
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0.3 million |
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Stabilized Weighted Average Capitalization Rate |
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9.6 % |
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Land Acquisitions |
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$ |
3.4 |
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Total Investments |
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$ |
106.8 |
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Property Sales |
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$ |
212.8 |
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Square Feet |
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3.2 million |
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Weighted Average Capitalization Rate |
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7.6 % |
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Land Sales |
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$ |
12.7 |
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Total Dispositions |
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$ |
225.5 |
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Joint Venture Investment/Disposition Activity |
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Investments |
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2005 Development/Redevelopment Acquisitions |
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$ |
19.1 |
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2005 Development/Redevelopment Placed in Service |
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$ |
25.9 |
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2006 Strategic Land and Development |
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$ |
44.8 |
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2007 Canada |
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$ |
38.1 |
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Total Joint Venture Investments |
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$ |
127.9 |
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Dispositions |
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2005 Development/Redevelopment |
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$ |
87.2 |
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2005 Core |
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$ |
17.6 |
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Total Joint Venture Dispositions |
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$ |
104.8 |
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We have postponed the sales of some of our joint venture assets, including our 2003 Net Lease
Joint Venture portfolio, as we adjust our asset management plans to reflect a more challenging
disposition market for larger portfolios and land, said Johannson Yap, chief investment officer.
We have, however, increased our expectations for net economic gains for the full year for balance
sheet stabilized assets to be harvested mostly on an asset-by-asset basis during the balance of
2008.
Land and Development
Total developable land is 5,089 acres including 4,555 acres in joint ventures and 534 acres on
balance sheet. Total land positions can accommodate approximately 85 million square feet of
additional development. Developments in process include an estimated investment of $215 million in
the joint ventures and $261 million on balance sheet.
< more >
Investment Pipeline and Second Quarter To-Date Investments
Second quarter to-date, $49 million of acquisitions have already been completed, which combined
with developments currently or soon to be under construction of $862 million and acquisitions under
contract or letter of intent of $716 million, total $1.6 billion. The breakdown is as follows:
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Balance |
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Joint |
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(in millions) |
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Sheet |
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Ventures |
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Total |
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Developments |
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$ |
393 |
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$ |
469 |
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$ |
862 |
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Acquisitions |
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$ |
311 |
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$ |
454 |
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$ |
765 |
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Total |
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$ |
704 |
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$ |
923 |
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$ |
1,627 |
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Solid Financial Position (Balance Sheet)
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No debt maturing in 2008 |
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Less than $150 million of debt maturing over the next three calendar years |
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Fixed-charge coverage was 2.6 times and interest coverage was 3.1 times for the quarter |
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96% of real estate assets are unencumbered by mortgages |
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7.1 years weighted average maturity of permanent debt |
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100% of permanent debt is fixed rate |
The strategic investments we have made in our franchise over the past few years in terms of new
markets, more private capital, and a growing workforce, provide us with the necessary resources to
effectively serve our customers supply chain needs, said Mike Havala, chief financial officer.
Given the slower economic growth environment however, we have reduced our G&A expense projections
accordingly.
Supplemental Reporting Measure
First Industrial defines FFO as net income available to common stockholders, plus depreciation and
amortization of real estate, minus accumulated depreciation and amortization on real estate sold.
The National Association of Real Estate Investment Trusts (NAREIT) has provided a recommendation
on how real estate investment trusts (REITs) should define funds from operations (FFO). NAREIT
suggests that FFO be defined as net income, excluding gains (or losses) from the sale of previously
depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures.
Over the years, NAREIT has also made clarifications to its FFO definition, for example, that
non-recurring charges and gains should be included in FFO.
Importantly, as part of its guidance concerning FFO, NAREIT has stated that the management of each
of its member companies has the responsibility and authority to publish financial information that
it regards as useful to the financial community. As a result, modifications to the NAREIT
calculation of FFO are common among REITs, including industrial REITs, some of which have made
changes to their FFO definitions to include gains from the sale of depreciated assets in their FFO
calculation.
First Industrial calculates FFO to include all cash gains and losses on all industrial property
sales whether depreciation is or is not accumulated under the GAAP accounting rules.
< more >
The Company believes that FFO inclusive of all cash gains and losses is a better performance
measure because it reflects all the activities of the Company and better reflects the Companys
strategy, which includes investing in real estate; adding value through redevelopment, leasing and
repositioning; and then selling the improved real estate in order to maximize investment returns.
The Company provides additional disclosure on net economic gains in its quarterly supplemental.
Outlook for 2008
Mr. Brennan stated, First Industrials guidance ranges for 2008 have been modified from the last
quarter and the FFO per/share unit is $4.70 to $5.00 and $4.40 to $4.70 for EPS. On balance sheet
investment volume assumptions for 2008, which include both developments placed in service and
acquisitions, range from $900 million to $1 billion with an 8% to 9% average cap rate. On balance
sheet sales volume in 2008 is assumed to be $1.1 billion to $1.2 billion with a 7% to 8% average
cap rate. Book gains from property sales/fees are estimated to be $310 million to $320 million.
Our assumption for net economic gains for on balance sheet transactions in 2008 is between $154
million and $164 million.
Our estimate for First Industrials FFO from joint ventures in 2008 is between $42 million and $52
million. Joint venture investment volume assumptions for 2008, which include both new developments
and acquisitions, range from $850 million to $950 million. Joint venture sales volume in 2008 is
assumed to be approximately $700 million to $800 million.
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Low End of |
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High End of |
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Guidance for |
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Guidance for |
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Low End of |
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High End of |
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2Q 2008 |
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2Q 2008 |
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Guidance for 2008 |
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Guidance for 2008 |
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(Per share/unit) |
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(Per share/unit) |
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(Per share/unit) |
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(Per share/unit) |
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Net Income Available to Common Stockholders |
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$ |
0.97 |
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$ |
1.07 |
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$ |
4.40 |
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$ |
4.70 |
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Add: Real Estate Depreciation/Amortization |
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0.87 |
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0.87 |
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3.45 |
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3.45 |
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Less: Accumulated Depreciation/Amortization on Real Estate Sold |
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(0.77 |
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(0.77 |
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(3.15 |
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(3.15 |
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FFO |
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$ |
1.07 |
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$ |
1.17 |
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$ |
4.70 |
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$ |
5.00 |
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Mr. Brennan continued, 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 (including land), 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 2008. However, I believe that First Industrial has the proper strategy, infrastructure, and
capabilities to deliver such results.
Investors should note that our assumptions on both balance sheet and joint venture sales volume
include select land sales. The disposition market for land is inherently more volatile than for
other types of real estate and can be even more volatile in more challenging real estate
environments such as the current one. Such volatility could negatively impact our ability to
profitably complete select land sales that we anticipate for the balance of 2008 and, therefore,
our ability to deliver results in line with our guidance.
< more >
First Industrial Realty Trust, Inc. (NYSE: FR) provides industrial real estate solutions for every
stage of a customers supply chain, no matter how large or complex. Across more than 30 markets in
the United States, Canada, The Netherlands and Belgium, our local market experts buy, (re)develop,
lease, manage and sell industrial properties, including all of the major facility types R&D/flex,
light industrial, manufacturing, and regional and bulk distribution centers. We continue to
receive leading customer service scores from Kingsley Associates, an independent research firm, and
in total, we own and manage more than 100 million square feet of industrial space. For more
information, please visit us at www.firstindustrial.com.
This press release contains forward-looking information about the Company. A number of factors
could cause the Companys actual results to differ materially from those anticipated, including
changes in: national, international (including trade volume growth), regional and local economic
conditions generally and real estate markets specifically, legislation/regulation (including
changes to laws governing the taxation of real estate investment trusts), availability of financing
(including both public and private capital), interest rate levels, competition, supply and demand
for industrial properties (including land, the supply and demand for which is inherently more
volatile than other types of industrial property) in the Companys current and proposed market
areas, potential environmental liabilities, slippage in development or lease-up schedules, tenant
credit risks, higher-than-expected costs, changes in general accounting principles, policies and
guidelines applicable to real estate investment trusts, and risks related to doing business
internationally (including foreign currency exchange risks and risks related to integrating
international properties and operations). We caution you not to place undue reliance on
forward-looking statements, which reflect our analysis only and speak only as of the date of this
report or the dates indicated in the statements. We assume no obligation to update or supplement
forward-looking statements. For further information on these and other factors that could impact
the Company and the statements contained herein, reference should be made to the Companys filings
with the Securities and Exchange Commission.
A schedule of selected financial information is attached.
First Industrial Realty Trust, Inc. will host a quarterly conference call at 11:00 a.m. CDT, 12:00
p.m. EDT, on Thursday, April 24, 2008. The call-in number is (888) 823-7459 and the passcode is
First Industrial. The conference call will also be webcast live on First Industrials web site,
www.firstindustrial.com, under the Investor Relations tab. The replay will also be available on
the web site.
The Companys first quarter supplemental information can be viewed on First Industrials website,
www.firstindustrial.com, under the Investor Relations tab.
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Contact:
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Sean P. ONeill |
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SVP, Investor Relations and Corporate Communications |
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312-344-4401 |
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Art Harmon |
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Director, Investor Relations and Corporate Communications |
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312-344-4320 |
< more >
FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit and property data)
(Unaudited)
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Three Months Ended |
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March 31, |
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March 31, |
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2008 |
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2007 |
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Statement of Operations and Other Data: |
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Total Revenues (a) |
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$ |
121,412 |
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$ |
99,792 |
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Property Expenses |
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(34,761 |
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(28,557 |
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Construction Expenses (a) |
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(22,301 |
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(8,037 |
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General & Administrative Expense |
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(23,289 |
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(22,791 |
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Depreciation of Corporate F,F&E |
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(461 |
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(471 |
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Depreciation and Amortization of Real Estate |
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(38,691 |
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(33,900 |
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Total Expenses |
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(119,503 |
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(93,756 |
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Interest Income |
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644 |
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260 |
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Interest Expense |
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(28,856 |
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(29,901 |
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Amortization of Deferred Financing Costs |
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(723 |
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(820 |
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Loss from Early Retirement of Debt |
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(146 |
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Loss from Continuing Operations Before Equity in Net Income of
Joint Ventures, Income Tax Benefit and Minority Interest
Allocable to Continuing Operations |
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(27,026 |
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(24,571 |
) |
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Equity in Net Income of Joint Ventures (b) |
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3,302 |
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5,631 |
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Income Tax Benefit |
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2,348 |
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1,916 |
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Minority Interest Allocable to Continuing Operations |
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3,346 |
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2,931 |
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Loss from Continuing Operations |
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(18,030 |
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(14,093 |
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Income from Discontinued Operations (Including Gain on Sale of Real Estate
of $73,361 and $55,370 for the Three Months Ended March 31, 2008 and
2007, respectively (c) |
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76,293 |
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64,844 |
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Provision for Income Taxes Allocable to Discontinued Operations (Including a
provision allocable to Gain on Sale of Real Estate of $247 and $10,133 for
the Three Months Ended March 31, 2008 and 2007, respectively) (c) |
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(247 |
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(11,227 |
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Minority Interest Allocable to Discontinued Operations (c) |
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(9,703 |
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(6,788 |
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Income Before Gain on Sale of Real Estate |
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48,313 |
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32,736 |
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Gain on Sale of Real Estate |
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7,671 |
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3,574 |
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Provision for Income Taxes Allocable to Gain on Sale of Real Estate |
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(1,591 |
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(768 |
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Minority Interest Allocable to Gain on Sale of Real Estate |
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(776 |
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(355 |
) |
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Net Income |
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53,617 |
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35,187 |
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Preferred Dividends |
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(4,857 |
) |
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(5,935 |
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Net Income Available to Common Stockholders |
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$ |
48,760 |
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$ |
29,252 |
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RECONCILIATION OF NET INCOME AVAILABLE TO
COMMON STOCKHOLDERS TO FFO (d) AND FAD (d) |
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Net Income Available to Common Stockholders |
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$ |
48,760 |
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$ |
29,252 |
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Add: Depreciation and Amortization of Real Estate |
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38,691 |
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33,900 |
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Add: Income Allocated to Minority Interest |
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7,133 |
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4,212 |
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Add: Depreciation and Amortization of Real Estate
Included in Discontinued Operations |
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1,444 |
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6,876 |
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Add: Depreciation and Amortization of Real Estate Joint Ventures (b) |
|
|
1,838 |
|
|
|
2,678 |
|
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(41,932 |
) |
|
|
(19,165 |
) |
Less: Accumulated Depreciation/Amortization on Real Estate
Sold Joint Ventures (b) |
|
|
(724 |
) |
|
|
(662 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations (FFO) (d) |
|
$ |
55,210 |
|
|
$ |
57,091 |
|
|
|
|
|
|
|
|
|
|
Add: Loss from Early Retirement of Debt |
|
|
|
|
|
|
146 |
|
Add: Restricted Stock Amortization |
|
|
3,460 |
|
|
|
3,606 |
|
Add: Amortization of Deferred Financing Costs |
|
|
723 |
|
|
|
820 |
|
Add: Depreciation of Corporate F,F&E |
|
|
461 |
|
|
|
471 |
|
Less: Non-Incremental Capital Expenditures |
|
|
(6,805 |
) |
|
|
(5,255 |
) |
Less: Straight-Line Rent |
|
|
(2,006 |
) |
|
|
(2,662 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds Available for Distribution (FAD) (d) |
|
$ |
51,043 |
|
|
$ |
54,217 |
|
|
|
|
|
|
|
|
FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit and property data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
RECONCILIATION OF NET INCOME AVAILABLE TO
COMMON STOCKHOLDERS TO EBITDA (d) AND NOI (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Available to Common Stockholders |
|
$ |
48,760 |
|
|
$ |
29,252 |
|
|
|
|
|
|
|
|
|
|
Add: Interest Expense |
|
|
28,856 |
|
|
|
29,901 |
|
Add: Depreciation and Amortization of Real Estate |
|
|
38,691 |
|
|
|
33,900 |
|
Add: Preferred Dividends |
|
|
4,857 |
|
|
|
5,935 |
|
Add: (Benefit) Provision for Income Taxes |
|
|
(510 |
) |
|
|
10,079 |
|
Add: Income Allocated to Minority Interest |
|
|
7,133 |
|
|
|
4,212 |
|
Add: Amortization of Deferred Financing Costs |
|
|
723 |
|
|
|
820 |
|
Add: Depreciation of Corporate F,F&E |
|
|
461 |
|
|
|
471 |
|
Add: Depreciation and Amortization of Real Estate
Included in Discontinued Operations |
|
|
1,444 |
|
|
|
6,876 |
|
Add: Loss from Early Retirement of Debt |
|
|
|
|
|
|
146 |
|
Add: Depreciation and Amortization of Real Estate Joint Ventures (b) |
|
|
1,838 |
|
|
|
2,678 |
|
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(41,932 |
) |
|
|
(19,165 |
) |
Less: Accumulated Depreciation/Amortization on Real Estate
Sold Joint Ventures (b) |
|
|
(724 |
) |
|
|
(662 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (d) |
|
$ |
89,597 |
|
|
$ |
104,443 |
|
|
|
|
|
|
|
|
|
|
Add: General and Administrative Expense |
|
|
23,289 |
|
|
|
22,791 |
|
Less: Net Economic Gains, Net of Income Tax Provision (d) |
|
|
(39,411 |
) |
|
|
(34,814 |
) |
Less: Benefit (Provision) for Income Taxes |
|
|
510 |
|
|
|
(10,079 |
) |
Less: Equity in FFO of Joint Ventures, Net of Income Tax Provision (d) |
|
|
(9,173 |
) |
|
|
(12,827 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income (NOI) (d) |
|
$ |
64,812 |
|
|
$ |
69,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF GAIN ON SALE OF REAL ESTATE
TO NET ECONOMIC GAINS (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on Sale of Real Estate |
|
|
7,671 |
|
|
|
3,574 |
|
Gain on Sale of Real Estate included in Discontinued Operations |
|
|
73,361 |
|
|
|
55,370 |
|
Less: Benefit (Provision) for Income Taxes |
|
|
510 |
|
|
|
(10,079 |
) |
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(41,932 |
) |
|
|
(19,165 |
) |
Add: Assignment Fees |
|
|
|
|
|
|
3,275 |
|
Add: Income Tax (Benefit) Provision Allocable to FFO from Joint Ventures |
|
|
(199 |
) |
|
|
1,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Economic Gains (d) |
|
$ |
39,411 |
|
|
$ |
34,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. Number of Shares/Units Outstanding Basic/Diluted (e) |
|
|
49,407 |
|
|
|
50,966 |
|
Weighted Avg. Number of Shares Outstanding Basic/Diluted (e) |
|
|
42,984 |
|
|
|
44,410 |
|
|
|
|
|
|
|
|
|
|
Per Share/Unit Data: |
|
|
|
|
|
|
|
|
FFO: |
|
|
|
|
|
|
|
|
- Basic/Diluted (e) |
|
$ |
1.12 |
|
|
$ |
1.12 |
|
Loss from Continuing Operations Less Preferred Dividends and Redemption
of Preferred Stock Per Weighted Average Common Share Outstanding: |
|
|
|
|
|
|
|
|
- Basic/Diluted (e) |
|
$ |
(0.41 |
) |
|
$ |
(0.40 |
) |
Net Income Available to Common Stockholders Per Weighted Average
Common Share Outstanding: |
|
|
|
|
|
|
|
|
- Basic/Diluted (e) |
|
$ |
1.13 |
|
|
$ |
0.66 |
|
Dividends/Distributions |
|
$ |
0.72 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
FFO Payout Ratio |
|
|
64.4 |
% |
|
|
63.4 |
% |
FAD Payout Ratio |
|
|
69.7 |
% |
|
|
66.7 |
% |
|
|
|
|
|
|
|
|
|
Balance Sheet Data (end of period): |
|
|
|
|
|
|
|
|
Real Estate Before Accumulated Depreciation |
|
$ |
3,261,115 |
|
|
$ |
3,297,198 |
|
Real Estate and Other Held For Sale, Net |
|
|
48,795 |
|
|
|
79,329 |
|
Total Assets |
|
|
3,265,644 |
|
|
|
3,237,106 |
|
Debt |
|
|
1,972,747 |
|
|
|
1,844,000 |
|
Total Liabilities |
|
|
2,174,080 |
|
|
|
2,065,349 |
|
Stockholders Equity and Minority Interest |
|
$ |
1,091,564 |
|
|
$ |
1,171,757 |
|
a) Construction Revenues, included within Total Revenues, and Construction Expenses include
revenues and expenses associated with the Company acting in the capacity of general contractor for
certain third party development projects. Additionally, for the three months ended March 31, 2008,
construction revenues and expenses include amounts relating to the sale of industrial units that
the Company developed to sell and for the three months ended March 31, 2007, construction revenues
and expenses include amounts relating to the construction of a building for a third party,
accounted for on a percentage of completion basis.
b) Represents the Companys share of net income, depreciation and amortization on real estate and
accumulated depreciation and amortization on real estate sold from the Companys joint ventures in
which it owns minority equity interests.
c) In August 2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (FAS
144). FAS 144 requires that the operations and gain (loss) on sale of qualifying properties sold
and properties that are classified as held for sale be presented in discontinued operations. FAS
144 also requires that prior periods be restated.
d) Investors in and analysts following the real estate industry utilize FFO, NOI, EBITDA and FAD,
variously defined, as supplemental performance measures. While the Company believes net income
available to common stockholders, as defined by GAAP, is the most appropriate measure, it considers
FFO, NOI, EBITDA and FAD, given their wide use by and relevance to investors and analysts,
appropriate supplemental performance measures. FFO, reflecting the assumption that real estate
asset values rise or fall with market conditions, principally adjusts for the effects of GAAP
depreciation and amortization of real estate assets. NOI provides a measure of rental operations,
and does not factor in depreciation and amortization and non-property specific expenses such as
general and administrative expenses. EBITDA provides a tool to further evaluate the ability to
incur and service debt and to fund dividends and other cash needs. FAD provides a tool to further
evaluate the ability to fund dividends. In addition, FFO, NOI, EBITDA and FAD are commonly used in
various ratios, pricing multiples/yields and returns and valuation calculations used to measure
financial position, performance and value.
The Company calculates FFO to be equal to net income available to common stockholders, plus
depreciation and amortization on real estate, minus accumulated depreciation and amortization on
real estate sold. Accordingly, as calculated by the Company, FFO includes net economic gains
resulting from all Company property sales as well as assignment fees. Assignment fees are earned
when the Company assigns its interest in a purchase contract to a third party for consideration.
NOI is defined as revenues of the Company, minus property expenses such as real estate taxes,
repairs and maintenance, property management, utilities, insurance and other expenses. NOI
includes NOI from discontinued operations.
EBITDA is defined as NOI, plus the equity in FFO of the Companys joint ventures, which are
accounted for under the equity method of accounting, plus Net Economic Gains, minus general and
administrative expenses. EBITDA includes EBITDA from discontinued operations.
FAD is defined as EBITDA, minus GAAP interest expense, minus preferred stock dividends, minus
straight-line rental income, minus provision for income taxes or plus benefit for income taxes,
plus restricted stock amortization, minus non-incremental capital expenditures. Non-incremental
capital expenditures are building improvements and leasing costs required to maintain current
revenues.
FFO, NOI, EBITDA and FAD do not represent cash generated from operating activities in accordance
with GAAP and are not necessarily indicative of cash available to fund cash needs, including the
repayment of principal on debt and payment of dividends and distributions. FFO, NOI, EBITDA and
FAD should not be considered as substitutes for net income available to common stockholders
(calculated in accordance with GAAP), as a measure of results of operations, or cash flows
(calculated in accordance with GAAP) as a measure of liquidity. FFO, NOI, EBITDA and FAD, as
calculated by the Company, may not be comparable to similarly titled, but variously calculated,
measures of other REITs or to the definition of FFO published by NAREIT.
The Company also reports Net Economic Gains, which, effectively, measure the value created in the
Companys capital recycling activities. Net Economic Gains are calculated by subtracting from gain
on sale of real estate (calculated in accordance with GAAP, including gains on sale of real estate
classified as discontinued operations) the recapture of accumulated depreciation and amortization
on real estate sold (excluding the recapture of accumulated amortization related to above/below
market leases and lease inducements as this amortization is included in revenues and FFO) and the
provision for income taxes (excluding taxes associated with joint ventures). Net Economic Gains
also includes assignment fees.
In addition, the Company considers cash-basis same store NOI (SS NOI) to be a useful supplemental
measure of its operating performance. Beginning with the fourth quarter of 2006, the Company
adopted the following definition of its same store pool of properties: Same store properties, for
the period beginning January 1, 2008, include all properties owned prior to January 1, 2007 and
held as an operating property through the end of the current reporting period and developments and
redevelopments that were placed in service or were substantially completed for 12 months prior to
January 1, 2007 (the Same Store Pool). The Company defines SS NOI as NOI, less NOI of properties
not in the Same Store Pool, less the impact of straight-line rent and the amortization of
above/below market rent. For the quarters ended March 31, 2008 and 2007, NOI was $64,812 and
$69,514, respectively; NOI of properties not in the Same Store Pool was $9,868 and $16,167,
respectively; the impact of straight-line rent and the amortization of above/below market rent was
$1,839 and $2,344, respectively. The Company excludes straight-line rents and above/below market
rent amortization in calculating SS NOI because the Company believes it provides a better measure
of actual cash basis rental
growth for a year-over-year comparison. In addition, the Company believes that SS NOI helps the
investing public compare the operating performance of a companys real estate as compared to other
companies. While SS NOI is a relevant and widely used measure of operating performance of real
estate investment trusts, it does not represent cash flow from operations or net income as defined
by GAAP and should not be considered as an alternative to those measures in evaluating our
liquidity or operating performance. SS NOI also does not reflect general and administrative
expenses, interest expenses, depreciation and amortization costs, capital expenditures and leasing
costs, or trends in development and construction activities that could materially impact our
results from operations. Further, the Companys computation of SS NOI may not be comparable to that
of other real estate companies, as they may use different methodologies for calculating SS NOI.
e) Pursuant to Statement of Financial Accounting Standard No. 128, Earnings Per Share, the
diluted weighted average number of shares/units outstanding and the diluted weighted average number
of shares outstanding are the same as the basic weighted average number of shares/units outstanding
and the basic weighted average number of shares outstanding, respectively, for periods in which
continuing operations is a loss, as the dilutive effect of stock options and restricted stock would
be antidilutive to the loss from continuing operations per share.