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
May 1, 2009 (April 30, 2009)

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 incorporation or organization)		(Commission File Number)		(I.R.S. Employer 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)

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):

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))

 

 

          On April 30, 2009, First Industrial Realty Trust, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2009 and certain other information.

          Attached and incorporated by reference as Exhibit 99.1 is a copy of the Company’s press release dated April 30, 2009, announcing its financial results for the fiscal quarter ended March 31, 2009 and certain other information.

          On May 1, 2009, the Company will hold an investor conference and webcast at 11:00 a.m. Eastern time to disclose and discuss the financial results for the first fiscal quarter of 2009 and certain other information.

          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.

     (d) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
99.1		First Industrial Realty Trust, Inc. Press Release dated April 30, 2009 (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.

Date: May 1, 2009

First Industrial Realty Trust, Inc.
311 South Wacker Drive
Suite 4000
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
MEDIA RELEASE

	•		FFO $0.38 Per Share/Unit Including $0.10 of Restructuring Charges
	•		General and Administrative Expenses Down 57%
	•		Solid Tenant Retention of 69%; Rental Rates Up 0.7%
	•		Asset Sales Totaled $19.9 Million; Additional $12.6 Million of Sales Completed Second Quarter To Date
	•		Progressing on Plan to Refinance June 2009 Debt Maturity; $119 Million Due After Repurchase of $6 Million of Notes Since the End of the First Quarter

CHICAGO, April 30, 2009 – 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, 2009. Diluted net income (loss) available to common stockholders per share (EPS) was $(0.35), down from $1.10 in first quarter 2008. First quarter funds from operations (FFO) was $0.38 per share/unit on a diluted basis, down from $0.44 per share/unit a year ago.

First quarter FFO included charges of approximately $5 million, or $0.10 per share/unit, related to the Company’s previously announced cost reduction and restructuring plan ($0.04 cash, $0.06 non-cash). Due to the timing of certain related expenses, the Company expects to record a total of approximately $1 million of additional restructuring charges in subsequent quarters. The estimated total charges of $6 million for 2009 are consistent with the Company’s prior announcement. Excluding the restructuring charge, FFO per share/unit in the first quarter was $0.48. Results for the year ago period have been adjusted due to the adoption of FAS 141, APB 14-1, and EITF 03-06-1. The net effect of these adjustments on first quarter 2008 results was a reduction of $0.03 in net income and a $0.02 reduction in FFO. Please see footnote (a) of this press release for additional details.

“We are pleased with our first quarter results, which reflect our focus on leasing and our efforts to manage expenses throughout the organization,” said Bruce W. Duncan, president and CEO. “These disciplines are central to our strategy to navigate through the challenging economic, industry and financing environment in the near-term, and position the Company for future opportunities.”

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	•		Retained tenants in 69% of square footage up for renewal
	•		Occupancy was 86.0% for the in-service portfolio under the definition adopted beginning this quarter as previously announced, down from 88.1% in fourth quarter 2008 on a comparable basis
	•		Excluding lease termination fees, same property cash basis net operating income (NOI) declined 0.2%. Including lease termination fees, same property NOI declined 3.4%
	•		Rental rates increased 0.7%; leasing costs were $2.18 per square foot

	•		In negotiations to obtain secured debt to refinance June 2009 debt maturity
	•		Repurchased $6 million of the June 2009 maturity since the end of the first quarter
	•		Less than $25 million of debt maturing through the end of 2010, excluding the June maturity
	•		Fixed-charge coverage was 1.7 times and interest coverage was 2.0 times for the quarter
	•		96% of real estate assets are unencumbered by mortgages
	•		7.0 years weighted average maturity of permanent debt
	•		79% of total debt is fixed rate

“Our June debt maturity remains our top priority, and we are progressing in our negotiations with several lenders to obtain secured debt to refinance the remaining $119 million,” said Scott Musil, acting chief financial officer. “Our diversified portfolio is largely unencumbered, providing us with a range of assets to meet lenders’ criteria and execute our near-term capital plan.”

	•		Sold three facilities totaling 382,000 s.f. at a weighted average cap rate of 8.8% and one land parcel for a total of $19.9 million
	•		Since the end of the first quarter, sold two properties totaling 627,000 s.f. at a weighted average cap rate of 9.3% for a total of $12.6 million
	•		Placed seven developments in-service totaling $117.6 million with a weighted average expected cap rate of 8.1%
	•		Completed the acquisition of four acres of land adjacent to a current development in Nashville totaling $0.2 million

	•		Placed two developments in-service totaling $20.8 million with a weighted in-place cap rate of 8.5%
	•		Closed a previously committed land acquisition in the Inland Empire for $0.9 million

“In this capital constrained environment, we will remain judicious in our joint venture capital deployment and have no plans to pursue new acquisitions for our balance sheet in 2009,” added Mr. Duncan. “Longer-term, we believe the industrial market will present opportunities that we can capitalize on through our broad operating platform.”

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Common Dividend Policy

As announced in March, First Industrial’s dividend policy is to distribute the minimum amount required to maintain its REIT status. If required to pay common stock dividends in 2009, depending on its taxable income, the Company may elect to satisfy this obligation by distributing a combination of cash and common shares.

Outlook

Mr. Duncan stated, “The impact of the current recession continues to affect businesses throughout North America, and we expect industrial real estate fundamentals to remain challenging throughout the year. To achieve our 2009 plan, our team is squarely focused on leasing our space, managing expenses, and completing our secured debt refinancing.”

		Low End of				High End of
		Guidance for 2009				Guidance for 2009
		(Per share/unit)				(Per share/unit)
Net Loss Available to Common Stockholders		$	(2.03	)		$	(1.93	)
Add: Real Estate Depreciation/Amortization			3.35				3.35
Gain from Sale of Depreciated Properties in 1Q09			(0.09	)			(0.09	)
FFO (NAREIT Definition)		$	1.23			$	1.33
FFO Excluding Restructuring Charges		$	1.35			$	1.45

The following assumptions were used:

	•		Average in-service occupancy for 2009 of 82% to 84%
	•		Same-store NOI of -3% to -5%
	•		JV FFO of $10 million to $12 million
	•		General and administrative expense of approximately $39 million to $40 million
	•		Restructuring charges of $6 million ($3 million cash, $3 million non-cash), as discussed above
	•		The Company plans to sell properties in 2009, dependent upon market conditions. Due to the volatility in the transaction markets, we are not providing specific sales volume guidance. The Company is targeting future sales of previously depreciated assets, the impact of which is not included in FFO under the NAREIT definition. The impact of future sales is also excluded from our EPS guidance above.

A number of factors could impact our ability to deliver results in line with our assumptions, such as interest rates, the economies of the United States and Canada, the supply and demand of industrial real estate, the availability and terms of financing to potential acquirers of 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.

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FFO Definition

As announced last year, First Industrial has adopted the NAREIT definition of FFO to provide the investment community with a more comparative measure to other REITs. NAREIT recommends that REITs define FFO 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.

First Industrial Realty Trust, Inc. (NYSE: FR) provides industrial real estate solutions for every stage of a customer’s supply chain, no matter how large or complex. Across major markets in the United States and Canada, our local market experts buy, (re)develop, lease, manage and sell industrial properties, including all of the major facility types – bulk and regional distribution centers, light industrial, manufacturing, and R&D/flex. We continue to receive leading customer service scores from Kingsley Associates, an independent research firm, and in total, we own, manage and have under development 97 million square feet of industrial space. For more information, please visit us at www.firstindustrial.com.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. We intend 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 are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse affect on our operations and future prospects include, but are not limited to, 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), our ability to qualify and maintain our status as a real estate investment trust, availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties, interest rate levels, our ability to maintain our current credit agency ratings, 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 Company’s current and proposed market areas, difficulties in consummating acquisitions and dispositions, risks related to our investments in properties through joint ventures, 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, risks related to doing business internationally (including foreign currency exchange risks and risks related to integrating international properties and operations) and those additional factors described under the heading “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2008 and in the Company’s subsequent quarterly reports on Form 10-Q. We caution you not to place undue reliance on forward-looking statements, which reflect our outlook 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 Company’s 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 10:00 a.m. CDT, 11:00 a.m. EDT, on Friday, May 1, 2009. The conference may be accessed by dialing (888) 823-7459 and the passcode is “First Industrial”. The conference call will also be webcast live on First Industrial’s website, www.firstindustrial.com, under the “Investor Relations” tab. The replay will also be available on the website.

The Company’s first quarter supplemental information can be viewed on First Industrial’s website, www.firstindustrial.com, under the “Investor Relations” tab.

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Contact:		Art Harmon
		Director, Investor Relations and Corporate Communications (312) 344-4320

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FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit)
(Unaudited)

		Three Months Ended
						As Adjusted (a)
		March 31,				March 31,
		2009				2008
Statement of Operations and Other Data:
Total Revenues (b)		$	113,092			$	113,163
Property Expenses			(33,613	)			(32,034	)
General & Administrative Expense			(10,109	)			(23,356	)
Restructuring Costs			(4,744	)			—
Depreciation of Corporate F,F&E			(597	)			(461	)
Depreciation and Amortization of Real Estate			(38,620	)			(36,215	)
Construction Expenses (b)			(17,883	)			(22,301	)
Total Expenses			(105,566	)			(114,367	)
Interest Income			561				644
Interest Expense			(28,098	)			(29,251	)
Amortization of Deferred Financing Costs			(708	)			(713	)
Mark-to-Market Gain on Interest Rate Protection Agreements			1,115				—
Loss from Continuing Operations Before Equity in Net Income of Joint Ventures and Income Tax Benefit			(19,604	)			(30,524	)
Equity in Net Income of Joint Ventures (c)			29				3,302
Income Tax Benefit			1,816				2,508
Loss from Continuing Operations			(17,759	)			(24,714	)
Income from Discontinued Operations (Including Gain on Sale of Real Estate of $4,413 and $73,361 for the Three Months Ended March 31, 2009 and 2008, respectively) (d)			4,696				79,339
Benefit (Provision) for Income Taxes Allocable to Discontinued Operations (Including a Benefit (Provision) Allocable to Gain on Sale of Real Estate of $93 and $(247) for the Three Months Ended March 31, 2009 and 2008, respectively) (d)			106				(407	)
(Loss) Income Before Gain on Sale of Real Estate			(12,957	)			54,218
Gain on Sale of Real Estate			460				7,671
Provision for Income Taxes Allocable to Gain on Sale of Real Estate			(29	)			(1,591	)
Net (Loss) Income			(12,526	)			60,298
Net Loss (Income) Attributable to the Noncontrolling Interest			1,982				(7,075	)
Net (Loss) Income Attributable to First Industrial Realty Trust, Inc.			(10,544	)			53,223
Preferred Dividends			(4,857	)			(4,857	)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(15,401	)		$	48,366
RECONCILIATION OF NET (LOSS) INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS TO FFO (e) AND FAD (e)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(15,401	)		$	48,366
Depreciation and Amortization of Real Estate			38,620				36,215
Depreciation and Amortization of Real Estate Included in Discontinued Operations			278				3,920
Noncontrolling Interest			(1,982	)			7,075
Depreciation and Amortization of Real Estate — Joint Ventures (c)			1,822				1,838
Accumulated Depreciation/Amortization on Real Estate Sold			(3,139	)			(41,932	)
Accumulated Depreciation/Amortization on Real Estate Sold — Joint Ventures (c)			—				(724	)
Non-NAREIT Compliant Economic Gains			(1,273	)			(31,451	)
Non-NAREIT Compliant Economic Gains from Joint Ventures (c)			(19	)			(1,000	)
Funds From Operations (NAREIT) (“FFO”) (e)		$	18,906			$	22,307
Restricted Stock Amortization			5,422				3,460
Amortization of Deferred Financing Costs			708				713
Depreciation of Corporate F,F&E			597				461
Non-NAREIT Compliant Economic Gains			1,273				31,451
Non-NAREIT Compliant Economic Gains from Joint Ventures			19				1,000
Mark-to-Market Gain on Interest Rate Protection Agreements			(1,115	)			—
Non-Incremental Capital Expenditures			(4,586	)			(6,805	)
Straight-Line Rent			(1,882	)			(2,006	)
Funds Available for Distribution (“FAD”) (e)		$	19,342			$	50,581

FIRST INDUSTRIAL REALTY TRUST, INC. Selected Financial Data (In thousands, except for per share/unit) (Unaudited)

		Three Months Ended
						As Adjusted (a)
		March 31,				March 31,
		2009				2008
RECONCILIATION OF NET (LOSS) INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS TO EBITDA (e) AND NOI (e)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(15,401	)		$	48,366
Interest Expense			28,098				29,251
Restructuring Costs			4,744				—
Depreciation and Amortization of Real Estate			38,620				36,215
Depreciation and Amortization of Real Estate Included in Discontinued Operations			278				3,920
Preferred Dividends			4,857				4,857
Benefit for Income Taxes			(1,893	)			(510	)
Noncontrolling Interest			(1,982	)			7,075
Amortization of Deferred Financing Costs			708				713
Depreciation of Corporate F,F&E			597				461
Depreciation and Amortization of Real Estate — Joint Ventures (c)			1,822				1,838
Mark-to-Market Gain on Interest Rate Protection Agreements			(1,115	)			—
Accumulated Depreciation/Amortization on Real Estate Sold			(3,139	)			(41,932	)
Accumulated Depreciation/Amortization on Real Estate Sold — Joint Ventures (c)			—				(724	)
EBITDA (e)		$	56,194			$	89,530
General and Administrative Expense			10,109				23,356
Non-NAREIT Compliant Economic Gains			(19	)			(1,000	)
Non-NAREIT Compliant Economic Gains from Joint Ventures (c)			(1,273	)			(31,451	)
NAREIT Compliant Economic Gains (e)			(461	)			(7,649	)
FFO of Joint Ventures (e)			(4,550	)			(7,974	)
Net Operating Income (“NOI”) (e)		$	60,000			$	64,812
RECONCILIATION OF GAIN ON SALE OF REAL ESTATE TO NAREIT COMPLIANT ECONOMIC GAINS (e)
Gain on Sale of Real Estate			460				7,671
Gain on Sale of Real Estate included in Discontinued Operations			4,413				73,361
Non-NAREIT Compliant Economic Gains			(1,273	)			(31,451	)
Accumulated Depreciation/Amortization on Real Estate Sold			(3,139	)			(41,932	)
NAREIT Compliant Economic Gains (e)		$	461			$	7,649
Weighted Avg. Number of Shares/Units Outstanding — Basic/Diluted (f)			49,919				49,407
Weighted Avg. Number of Shares Outstanding — Basic/Diluted (f)			44,147				42,984
Per Share/Unit Data:
FFO (NAREIT)		$	18,906			$	22,307
Less: Allocation to Participating Securities			—				409
FFO (NAREIT) Allocable to Common Stockholders and Unitholders		$	18,906			$	21,898
- Basic/Diluted (f)		$	0.38			$	0.44
Loss from Continuing Operations Less Noncontrolling Interest and Preferred Dividends		$	(19,653	)		$	(20,494	)
Less: Allocation to Participating Securities			—				—
Loss from Continuing Operations Less Noncontrolling Interest and Preferred Dividends Available to Common Stockholders		$	(19,653	)		$	(20,494	)
- Basic/Diluted (f)		$	(0.45	)		$	(0.48	)
Net (Loss) Income Available		$	(15,401	)		$	48,366
Less: Allocation to Participating Securities			—				1,016
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(15,401	)		$	47,350
- Basic/Diluted (f)		$	(0.35	)		$	1.10
Dividends/Distributions			N/A			$	0.72
FFO Payout Ratio			N/A				162.4	%
FAD Payout Ratio			N/A				71.6	%
Balance Sheet Data (end of period):
Real Estate Before Accumulated Depreciation		$	3,376,566			$	3,261,115
Real Estate and Other Held For Sale, Net			16,669				48,795
Total Assets			3,212,339				3,265,442
Debt			2,077,726				1,967,219
Total Liabilities			2,236,805				2,168,552
Total Equity		$	975,534			$	1,096,890