Maryland | 1-13102 | 36-3935116 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation or organization) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | |
10.1
|
Letter agreement dated October 24, 2008 between the Compensation Committee and W. Ed Tyler | |
99.1
|
First Industrial Realty Trust, Inc. Press Release dated October 29, 2008 (furnished pursuant to Item 2.02). |
FIRST INDUSTRIAL REALTY TRUST, INC. |
||||
By: | /s/ Scott A. Musil | |||
Name: | Scott A. Musil | |||
Title: | Chief Accounting Officer (Principal Accounting Officer) |
|||
FIRST INDUSTRIAL REALTY TRUST, INC. | ||
311 South Wacker Drive, Suite 4000 | ||
Chicago, IL 60606 | ||
312/344-4300 | ||
Fax: 312/922-6320 | ||
MEMORANDUM | ||
DATE:
|
October 24, 2008 | |
TO:
|
Ed Tyler | |
FROM:
|
Compensation Committee | |
RE:
|
Interim President and Chief Executive Officer Position |
/s/ Ed Tyler
|
||
10/24/08
|
First Industrial Realty Trust, Inc. | ||
311 South Wacker Drive | ||
Suite 4000 | ||
Chicago, IL 60606 | ||
312/344-4300 | ||
FAX: 312/922-9851 | ||
MEDIA RELEASE |
| Strong Portfolio Performance: Occupancy Rose to 93.7%; Same Store Net Operating Income Growth of 4.3%; Rental Rate Growth of 3.2%; Tenant Retention of 87% | ||
| Solid Financial Position: Manageable Debt Maturity Schedule | ||
| Reduced G&A Expense: Annual Reduction of $33 Million, or 34% | ||
| Renewed Joint Ventures: Terms with CalSTRS Extended through 2018 | ||
| Adopts NAREIT FFO Definition: Changed Methodology for Reporting Funds from Operations (FFO) to the NAREIT FFO Definition Beginning January 1, 2009 | ||
| Dividend Declared: Fourth Quarter Dividend at Lower Rate |
| 3.2% growth in same property net operating income (NOI) on a cash basis. Excluding lease termination fees, same property cash basis NOI increased 4.3%. |
| Occupancy rose to 93.7% from 93.5% at the end of second quarter 2008. |
| 3.2% increase in rental rates and leasing costs improved to $1.53 per square foot. |
| Retained tenants in 87% of square footage up for renewal. |
| No debt maturing in 2008 |
| Less than $135 million of debt maturing through the end of 2010 |
| Fixed-charge coverage of 2.4 times and interest coverage of 2.9 times year-to-date |
| 96% of real estate assets are unencumbered by mortgages |
| 7.5 year weighted average maturity for permanent debt |
| 100% of permanent debt is fixed rate |
3rd Quarter | Nine Months | |||||||||||||||
2008 | (in millions) | 2008 | (in millions) | |||||||||||||
Balance Sheet Investment/Disposition Activity | ||||||||||||||||
Property Acquisitions |
$ | 117.7 | $ | 282.1 | ||||||||||||
Square Feet |
0.9 million | 3.1 million | ||||||||||||||
Stabilized Weighted
Average Capitalization
Rate |
8.4 | % | 8.2 | % | ||||||||||||
Developments Placed in Service |
$ | 5.1 | $ | 57.1 | ||||||||||||
Square Feet |
0.1 million | 1.2 million | ||||||||||||||
Stabilized Weighted
Average Capitalization
Rate |
9.2 | % | 9.0 | % | ||||||||||||
Land Acquisitions |
$ | 19.4 | $ | 34.6 | ||||||||||||
Total Investments |
$ | 142.2 | $ | 373.8 | ||||||||||||
Property Sales |
$ | 63.9 | $ | 546.2 | ||||||||||||
Square Feet |
1.1 million | 8.8 million | ||||||||||||||
Weighted Average
Capitalization Rate |
7.3 | % | 7.6 | % | ||||||||||||
Land Sales |
$ | 0.0 | $ | 14.7 | ||||||||||||
Total Dispositions |
$ | 63.9 | $ | 560.9 | ||||||||||||
Joint Venture Investment/Disposition
Activity |
||||||||||||||||
Investments |
||||||||||||||||
2005 Development/Redevelopment
JV Acquisitions |
$ | 49.2 | $ | 158.7 | ||||||||||||
2005 Development/Redevelopment
JV Placed in Service |
$ | 23.6 | $ | 67.3 | ||||||||||||
2006 Strategic Land and |
||||||||||||||||
Development JV |
$ | 0.6 | $ | 56.3 | ||||||||||||
2007 Canada JV |
$ | 0.0 | $ | 38.1 | ||||||||||||
Total Joint Venture
Investments |
$ | 73.4 | $ | 320.4 | ||||||||||||
Dispositions |
||||||||||||||||
2005
Development/Redevelopment JV |
$ | 49.3 | $ | 234.3 | ||||||||||||
2005 Core JV |
$ | 36.1 | $ | 55.9 | ||||||||||||
2007 Canada JV |
$ | 7.4 | $ | 7.4 | ||||||||||||
Total Joint
Venture
Dispositions |
$ | 92.8 | $ | 297.6 | ||||||||||||
Low End of | High End of | |||||||||||||||
Guidance for | Guidance for | Low End of | High End of | |||||||||||||
4Q 2008 | 4Q 2008 | Guidance for 2008 | Guidance for 2008 | |||||||||||||
(Per share/unit) | (Per share/unit) | (Per share/unit) | (Per share/unit) | |||||||||||||
Net Income (Loss) Available to Common Stockholders |
$ | (0.50 | ) | $ | (0.30 | ) | $ | 1.68 | $ | 1.88 | ||||||
Add: Real Estate Depreciation/Amortization |
0.87 | 0.87 | 3.52 | 3.52 | ||||||||||||
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
(0.14 | ) | (0.14 | ) | (2.03 | ) | (2.03 | ) | ||||||||
FFO (Current Definition) |
$ | 0.23 | $ | 0.43 | $ | 3.17 | $ | 3.37 | ||||||||
Less: Economic Gains Excluded Under NAREIT FFO Definition |
(0.12 | ) | (0.22 | ) | (1.67 | ) | (1.77 | ) | ||||||||
FFO (NAREIT Definition) |
$ | 0.11 | $ | 0.21 | $ | 1.50 | $ | 1.60 | ||||||||
Low End of | High End of | |||||||
Guidance for 2009 | Guidance for 2009 | |||||||
(Per share/unit) | (Per share/unit) | |||||||
Net Income (Loss) Available to Common Stockholders |
$ | (1.08 | ) | $ | (0.88 | ) | ||
Add: Real Estate Depreciation/Amortization |
3.40 | 3.40 | ||||||
Less: Gains on Sales of Depreciated Real Estate |
(0.92 | ) | (0.92 | ) | ||||
FFO (NAREIT Definition) |
$ | 1.40 | $ | 1.60 | ||||
Contact:
|
Art Harmon | |
Director, Investor Relations and Corporate Communications | ||
312-344-4320 |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Statement of Operations and Other Data: |
||||||||||||||||
Total Revenues (a) |
$ | 136,602 | $ | 90,537 | $ | 375,171 | $ | 275,076 | ||||||||
Property Expenses |
(30,587 | ) | (27,584 | ) | (94,469 | ) | (81,203 | ) | ||||||||
Construction Expenses (a) |
(41,895 | ) | (5,188 | ) | (96,628 | ) | (20,278 | ) | ||||||||
General & Administrative Expense |
(18,066 | ) | (21,307 | ) | (64,191 | ) | (66,478 | ) | ||||||||
Depreciation of Corporate F,F&E |
(539 | ) | (439 | ) | (1,513 | ) | (1,401 | ) | ||||||||
Depreciation and Amortization of Real Estate |
(38,611 | ) | (34,580 | ) | (118,134 | ) | (99,063 | ) | ||||||||
Total Expenses |
(129,698 | ) | (89,098 | ) | (374,935 | ) | (268,423 | ) | ||||||||
Interest Income |
1,054 | 930 | 2,816 | 1,415 | ||||||||||||
Interest Expense |
(26,644 | ) | (30,196 | ) | (83,116 | ) | (89,764 | ) | ||||||||
Amortization of Deferred Financing Costs |
(717 | ) | (828 | ) | (2,162 | ) | (2,472 | ) | ||||||||
Gain (Loss) from Early Retirement of Debt |
1,260 | (139 | ) | 2,749 | (393 | ) | ||||||||||
Loss from Continuing Operations Before Equity in Net Income of
Joint Ventures, Income Tax Benefit and Minority Interest
Allocable to Continuing Operations |
(18,143 | ) | (28,794 | ) | (79,477 | ) | (84,561 | ) | ||||||||
Equity in Net Income of Joint Ventures (b) |
725 | 6,376 | 7,295 | 23,633 | ||||||||||||
Income Tax Benefit |
2,064 | 2,521 | 7,240 | 4,451 | ||||||||||||
Minority Interest Allocable to Continuing Operations |
2,559 | 3,105 | 9,977 | 9,455 | ||||||||||||
Loss from Continuing Operations |
(12,795 | ) | (16,792 | ) | (54,965 | ) | (47,022 | ) | ||||||||
Income from Discontinued Operations (Including Gain on Sale of Real Estate
of $22,548 and $59,637 for the Three Months Ended September 30, 2008 and
2007, respectively and $166,393 and $174,436 for the Nine Months Ended
September 30, 2008 and 2007, respectively) (c) |
24,739 | 68,369 | 181,260 | 205,650 | ||||||||||||
Provision for Income Taxes Allocable to Discontinued Operations (Including a
(Benefit) Provision Allocable to Gain on Sale of Real Estate of $(26) and $9,894 for
the Three Months Ended September 30, 2008 and 2007, respectively and $2,748
and $31,015 for the Nine Months Ended September 30, 2008 and 2007, respectively)(c) |
(65 | ) | (10,155 | ) | (3,343 | ) | (33,081 | ) | ||||||||
Minority Interest Allocable to Discontinued Operations (c) |
(3,062 | ) | (7,317 | ) | (22,293 | ) | (21,726 | ) | ||||||||
Income Before Gain on Sale of Real Estate |
8,817 | 34,105 | 100,659 | 103,821 | ||||||||||||
Gain on Sale of Real Estate |
| 103 | 12,008 | 4,507 | ||||||||||||
Provision for Income Taxes Allocable to Gain on Sale of Real Estate |
| (40 | ) | (2,909 | ) | (1,145 | ) | |||||||||
Minority Interest Allocable to Gain on Sale of Real Estate |
| (8 | ) | (1,140 | ) | (423 | ) | |||||||||
Net Income |
8,817 | 34,160 | 108,618 | 106,760 | ||||||||||||
Preferred Dividends |
(4,857 | ) | (4,857 | ) | (14,571 | ) | (16,463 | ) | ||||||||
Redemption of Preferred Stock |
| | | (2,017 | ) | |||||||||||
Net Income Available to Common Stockholders |
$ | 3,960 | $ | 29,303 | $ | 94,047 | $ | 88,280 | ||||||||
RECONCILIATION OF NET INCOME AVAILABLE TO
COMMON STOCKHOLDERS TO FFO (d) AND FAD (d) |
||||||||||||||||
Net Income Available to Common Stockholders |
$ | 3,960 | $ | 29,303 | $ | 94,047 | $ | 88,280 | ||||||||
Add: Depreciation and Amortization of Real Estate |
38,611 | 34,580 | 118,134 | 99,063 | ||||||||||||
Add: Income Allocated to Minority Interest |
503 | 4,220 | 13,456 | 12,694 | ||||||||||||
Add: Depreciation and Amortization of Real Estate
Included in Discontinued Operations |
1,217 | 7,557 | 7,841 | 25,189 | ||||||||||||
Add: Depreciation and Amortization of Real Estate Joint Ventures (b) |
1,965 | 2,142 | 5,688 | 7,104 | ||||||||||||
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
(12,804 | ) | (19,194 | ) | (92,302 | ) | (53,905 | ) | ||||||||
Less: Accumulated Depreciation/Amortization on Real Estate
Sold Joint Ventures (b) |
(632 | ) | (1,413 | ) | (1,499 | ) | (4,571 | ) | ||||||||
Funds From Operations (FFO) (d) |
$ | 32,820 | $ | 57,195 | $ | 145,365 | $ | 173,854 | ||||||||
Less: Economic Gains on Sale of Depreciated Real Estate (f) |
(10,071 | ) | (35,723 | ) | (77,064 | ) | (101,887 | ) | ||||||||
Funds From Operations (NAREIT Definition) |
$ | 22,749 | $ | 21,472 | $ | 68,301 | $ | 71,967 | ||||||||
Funds From Operations (FFO) (d) |
$ | 32,820 | $ | 57,195 | $ | 145,365 | $ | 173,854 | ||||||||
Add: (Gain) Loss from Early Retirement of Debt |
(1,260 | ) | 139 | (2,749 | ) | 393 | ||||||||||
Add: Restricted Stock Amortization |
4,592 | 3,403 | 12,776 | 10,657 | ||||||||||||
Add: Amortization of Deferred Financing Costs |
717 | 828 | 2,162 | 2,472 | ||||||||||||
Add: Depreciation of Corporate F,F&E |
539 | 439 | 1,513 | 1,401 | ||||||||||||
Add: Redemption of Preferred Stock |
| | | 2,017 | ||||||||||||
Less: Non-Incremental Capital Expenditures |
(7,367 | ) | (9,349 | ) | (22,546 | ) | (21,722 | ) | ||||||||
Less: Straight-Line Rent |
(756 | ) | (2,470 | ) | (4,689 | ) | (7,975 | ) | ||||||||
Funds Available for Distribution (FAD) (d) |
$ | 29,285 | $ | 50,185 | $ | 131,832 | $ | 161,097 | ||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
RECONCILIATION OF NET INCOME AVAILABLE TO
COMMON STOCKHOLDERS TO EBITDA (d) AND NOI (d) |
||||||||||||||||
Net Income Available to Common Stockholders |
$ | 3,960 | $ | 29,303 | $ | 94,047 | $ | 88,280 | ||||||||
Add: Interest Expense |
26,644 | 30,196 | 83,116 | 89,764 | ||||||||||||
Add: Depreciation and Amortization of Real Estate |
38,611 | 34,580 | 118,134 | 99,063 | ||||||||||||
Add: Preferred Dividends |
4,857 | 4,857 | 14,571 | 16,463 | ||||||||||||
Add: (Benefit) Provision for Income Taxes |
(1,999 | ) | 7,674 | (988 | ) | 29,775 | ||||||||||
Add: Redemption of Preferred Stock |
| | | 2,017 | ||||||||||||
Add: Income Allocated to Minority Interest |
503 | 4,220 | 13,456 | 12,694 | ||||||||||||
Add: Amortization of Deferred Financing Costs |
717 | 828 | 2,162 | 2,472 | ||||||||||||
Add: Depreciation of Corporate F,F&E |
539 | 439 | 1,513 | 1,401 | ||||||||||||
Add: Depreciation and Amortization of Real Estate
Included in Discontinued Operations |
1,217 | 7,557 | 7,841 | 25,189 | ||||||||||||
Add: (Gain) Loss from Early Retirement of Debt |
(1,260 | ) | 139 | (2,749 | ) | 393 | ||||||||||
Add: Depreciation and Amortization of Real Estate Joint Ventures (b) |
1,965 | 2,142 | 5,688 | 7,104 | ||||||||||||
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
(12,804 | ) | (19,194 | ) | (92,302 | ) | (53,905 | ) | ||||||||
Less: Accumulated Depreciation/Amortization on Real Estate
Sold Joint Ventures (b) |
(632 | ) | (1,413 | ) | (1,499 | ) | (4,571 | ) | ||||||||
EBITDA (d) |
$ | 62,318 | $ | 101,328 | $ | 242,990 | $ | 316,139 | ||||||||
Add: General and Administrative Expense |
18,066 | 21,307 | 64,191 | 66,478 | ||||||||||||
Less: Net Economic Gains, Net of Income Tax Provision (d) |
(9,744 | ) | (34,842 | ) | (87,565 | ) | (105,857 | ) | ||||||||
Less: Benefit (Provision) for Income Taxes |
1,999 | (7,674 | ) | 988 | (29,775 | ) | ||||||||||
Less: Equity in FFO of Joint Ventures, Net of Income Tax Provision (d) |
(10,084 | ) | (12,454 | ) | (28,701 | ) | (40,733 | ) | ||||||||
Net Operating Income (NOI) (d) |
$ | 62,555 | $ | 67,665 | $ | 191,903 | $ | 206,252 | ||||||||
RECONCILIATION OF GAIN ON SALE OF REAL ESTATE
TO NET ECONOMIC GAINS (d) |
||||||||||||||||
Gain on Sale of Real Estate |
| 103 | 12,008 | 4,507 | ||||||||||||
Gain on Sale of Real Estate included in Discontinued Operations |
22,548 | 59,637 | 166,393 | 174,436 | ||||||||||||
Less: Benefit (Provision) for Income Taxes |
1,999 | (7,674 | ) | 988 | (29,775 | ) | ||||||||||
Less: Accumulated Depreciation/Amortization on Real Estate Sold |
(12,804 | ) | (19,194 | ) | (92,302 | ) | (53,905 | ) | ||||||||
Add: Assignment Fees |
| | 2,327 | 3,275 | ||||||||||||
Add: (Benefit) Provision for Income Tax Provision Allocable to FFO
from Joint Ventures |
(1,999 | ) | 1,970 | (1,849 | ) | 7,319 | ||||||||||
Net Economic Gains (d) |
$ | 9,744 | $ | 34,842 | $ | 87,565 | $ | 105,857 | ||||||||
Weighted Avg. Number of Shares/Units Outstanding Basic/Diluted (e) |
49,431 | 50,735 | 49,418 | 50,894 | ||||||||||||
Weighted Avg. Number of Shares Outstanding Basic/Diluted (e) |
43,151 | 44,240 | 43,088 | 44,373 | ||||||||||||
Per Share/Unit Data: |
||||||||||||||||
FFO: |
||||||||||||||||
- Basic/Diluted (e) |
$ | 0.66 | $ | 1.13 | $ | 2.94 | $ | 3.42 | ||||||||
FFO (NAREIT Definition): |
||||||||||||||||
- Basic/Diluted (e) |
$ | 0.46 | $ | 0.42 | $ | 1.38 | $ | 1.41 | ||||||||
Loss from Continuing Operations Less Preferred Dividends and Redemption
of Preferred Stock Per Weighted Average Common Share Outstanding: |
||||||||||||||||
- Basic/Diluted (e) |
$ | (0.41 | ) | $ | (0.49 | ) | $ | (1.43 | ) | $ | (1.41 | ) | ||||
Net Income Available to Common Stockholders Per Weighted Average
Common Share Outstanding: |
||||||||||||||||
- Basic/Diluted (e) |
$ | 0.09 | $ | 0.66 | $ | 2.18 | $ | 1.99 | ||||||||
Dividends/Distributions |
$ | 0.72 | $ | 0.71 | $ | 2.16 | $ | 2.13 | ||||||||
FFO Payout Ratio |
108.4 | % | 63.0 | % | 73.4 | % | 62.4 | % | ||||||||
FAD Payout Ratio |
121.5 | % | 71.8 | % | 81.0 | % | 67.3 | % | ||||||||
Balance Sheet Data (end of period): |
||||||||||||||||
Real Estate Before Accumulated Depreciation |
$ | 3,307,713 | $ | 3,335,231 | ||||||||||||
Real Estate and Other Held For Sale, Net |
70,220 | 55,325 | ||||||||||||||
Total Assets |
3,314,386 | 3,255,281 | ||||||||||||||
Debt |
1,990,562 | 1,932,863 | ||||||||||||||
Total Liabilities |
2,231,725 | 2,157,770 | ||||||||||||||
Stockholders Equity and Minority Interest |
$ | 1,082,661 | $ | 1,097,511 |
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 nine months ended September 30, 2008, construction revenues and expenses include amounts relating to the sale of industrial units that the Company developed to sell and for the nine months ended September 30, 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 currently 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 currently calculated by the Company, FFO includes net economic gains (losses) 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. Investors should note, however, that beginning with the first quarter of 2009, the Company intends to report FFO in accordance with the definition of FFO published by NAREIT. | ||
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 currently 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. The Company has 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 September 30, 2008 and 2007, NOI was $62,555 and $67,665, respectively; NOI of properties not in the Same Store Pool was $12,862 and $18,564, respectively; the impact of straight-line rent and the amortization of above/below market rent was $1,233 and $2,162, 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. | |
f) | Includes economic gains of the Company and its share of economic gains from its joint ventures based on its ownership interest. |