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
August 3, 2010 (August 2, 2010)
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 3900
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))
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Item 2.02. |
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Results of Operations and Financial Condition. |
On August 2, 2010, First Industrial Realty Trust, Inc. (the Company) issued a press release
announcing its financial results for the fiscal quarter ended June 30, 2010 and certain other
information.
Attached and incorporated by reference as Exhibit 99.1 is a copy of the Companys press
release dated August 2, 2010, announcing its financial results for the fiscal quarter ended June
30, 2010 and certain other information.
On August 3, 2010, the Company will hold an investor conference and webcast at 10:00 a.m.
Eastern time to disclose and discuss the financial results for the fiscal quarter ended June 30,
2010 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.
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Item 9.01 |
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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 August 2, 2010 (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: |
Acting Chief Financial Officer
(Principal Financial Officer) |
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Date: August 3, 2010
exv99w1
Exhibit 99.1
First Industrial Realty Trust, Inc.
311 South Wacker Drive
Suite 3900
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
MEDIA RELEASE
First Industrial Realty Trust Reports
Second Quarter 2010 Results
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Second Quarter Occupancy Improved 70 Basis Points from First Quarter 2010 |
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Repurchased and Retired $70.8 Million of 7.375% Notes Due March 2011 |
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Closed One Secured Financing Transaction for Total Proceeds of $27.1 Million |
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Raised $4.4 Million By Issuing 549,000 Shares at Average Price of $8.13 Per Share
through ATM Program Implemented in May 2010 |
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Completed Two Balance Sheet User Sales Totaling $9.3 Million in Gross Proceeds |
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Acquired $22.4 Million of Leased Assets, Deploying 1031 Exchange Proceeds |
CHICAGO, August 2, 2010 First Industrial Realty Trust, Inc. (NYSE: FR), a leading provider of
industrial real estate supply chain solutions, today announced results for second quarter 2010.
Diluted net loss available to common stockholders per share (EPS) was $(0.29), compared to $(0.17)
a year ago.
First Industrials second quarter FFO was $0.16 per share on a diluted basis, compared to $0.50 per
share/unit last year.
FFO results for the second quarter 2010 included a $0.06 per share loss related to the retirement
of debt, a $0.04 per share loss related to an income tax provision, and a $0.02 per share loss from
the mark to market related to a hedge of the coupon rate of the Companys Series F preferred stock.
Second quarter results also reflect a one-time charge of $0.01 per share related to the headcount
reduction related to anticipated changes to the Companys joint ventures.
A number of U.S. markets saw positive net absorption during the second quarter and we believe
market occupancies and rents are near their troughs, with virtually no new supply coming online in
2010, said Bruce W. Duncan, First Industrials president and CEO. Our focus on leasing and
occupancy was reflected in our second quarter results, as our occupancy increased 70 basis points,
driven by activity across our portfolio. Pricing remains competitive, however, as evidenced by the
rental rate changes on new and renewing leases.
Portfolio Performance for On Balance Sheet Properties Second Quarter 2010
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In-service occupancy was 82.1% at the end of the quarter, compared to 81.4% at the end
of the first quarter 2010 |
< more >
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Retained tenants in 58.6% of square footage up for renewal |
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Excluding lease termination fees, cash basis same store net operating income (SS NOI)
declined 1.5%, a 540 basis point improvement from the prior quarter due primarily to higher
occupancy and lower bad debt expense; including lease termination fees, SS NOI declined
1.7% |
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Rental rates decreased 15.9% on a cash basis; leasing costs were $2.51 per square foot |
Capital Markets Activities and Financial Position (Balance Sheet Information)
In the second quarter, the Company:
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As previously announced, retired and repurchased $70.8 million of its 7.375% Notes due
March 2011 for an aggregate redemption price of $75.6 million. The redemption price
reflected the make-whole premium in accordance with the terms of the indenture governing
the notes, and included the principal amount at maturity of the notes outstanding plus
accrued and unpaid interest up to, but not including, the redemption date of April 26,
2010. |
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Completed the sale of two industrial assets on balance sheet totaling approximately 0.3
million square feet of gross leaseable area (GLA) for total aggregate gross proceeds of
approximately $9.3 million. |
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Closed one secured financing transaction generating gross borrowing proceeds of
approximately $27.1 million with an interest rate of 6.5% and maturity of 10 years. This
transaction was secured by eleven properties totaling approximately 0.5 million square feet
of GLA. |
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Completed the issuance of 549,000 shares of the Companys common stock at an average
price of $8.13 per share, generating approximately $4.4 million in net proceeds, through
the Companys at-the-market equity offering program established in May 2010. |
We demonstrated access to a range of capital sources during the quarter, as we executed on
our operating and capital management plan, said Scott Musil, acting chief financial officer.
With our 7.5 year weighted average maturity and just $16 million in debt maturity and principal
payments due for the remainder of 2010, we continue to match our capital markets activities with
our needs and overall deleveraging targets.
Acquisitions Using 1031 Proceeds
During the quarter, First Industrial completed three acquisitions totaling $22.4 million at a
weighted average expected cap rate of 7.7% using proceeds from a 1031 exchange, comprised of:
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a 285,000 square-foot state-of-the-art, LEED Silver certified distribution center,
long-term net leased, in the Minneapolis market for $14.6 million |
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a 158,000 square-foot port-related building in Seattle for $5.9 million, the cost of
which excludes land which was acquired in a 2008 transaction |
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a 48,000 square-foot facility in Houston for $1.9 million |
Common Stock Dividend Policy
First Industrials dividend policy is to distribute the minimum amount required to maintain its
REIT status. The Company may not pay common stock dividends in 2010, depending on its taxable
income. If required to pay common stock dividends in 2010, the Company may elect to satisfy this
obligation by distributing a combination of cash and common shares.
< more >
Financial Covenants
As previously disclosed, the Company continues to operate with little cushion in certain of its
financial covenants under its line of credit agreement and unsecured debt indentures. The Companys
ability to continue to meet its financial covenants is dependent on various factors, including, in
part, its ability to continue to sell sufficient assets on favorable terms. If the Company is not
required to pay preferred stock dividends to maintain its REIT status, it may elect to suspend some
or all preferred stock dividends for one or more fiscal quarters, which would aid compliance with
the fixed charge covenant under its line of credit agreement.
Joint Venture Update
First Industrial and its joint venture partner for its 2005 Development and Repositioning JV, 2005
Core JV, 2006 Land and Development JV, and 2007 Canada JV continue to be in active negotiations
regarding the conclusion of each of these joint ventures.
At the conclusion of these ventures, First Industrial will transfer its interests in these ventures
to the partner for a lump sum cash payment of approximately $5 million which it anticipates
receiving in the third quarter. First Industrial will no longer serve as asset manager for these
ventures upon conclusion of these agreements.
First Industrial is also eligible for future financial consideration following the conclusion of
the joint ventures related to certain asset sales, lease agreements, and tenant improvement
projects.
Outlook
Mr. Duncan stated, While economic forecasts for GDP growth in 2010 have been tempered compared to
earlier in the year, potential customers continue to contemplate new or expanded space needs across
our markets. We believe that market rental rates and occupancies are at or near bottoms, but
pricing remains competitive given the level of availabilities in most markets. Driving cash flow
growth through improving portfolio occupancy remains our focus. We expect third quarter occupancy
to be comparable to our second quarter level and anticipate improvement in the fourth quarter based
on our current new and renewal lease negotiations.
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Low End of |
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High End of |
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Guidance for 2010 |
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Guidance for 2010 |
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(Per share/unit) |
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Net Income (Loss) Available to Common Stockholders |
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(1.03 |
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(0.93 |
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Add: Real Estate Depreciation/Amortization |
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2.05 |
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2.05 |
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Gain from Sale of Depreciated Properties YTD 2010 |
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(0.12 |
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(0.12 |
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FFO (NAREIT Definition) |
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$ |
0.90 |
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$ |
1.00 |
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FFO Excluding Impairment Charge, Gain/Loss on Retirement of
Debt, NAREIT-Compliant Gains, and Gains from Anticipated
Buyout of FRs Equity from Certain JVs |
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$ |
0.96 |
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$ |
1.06 |
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The following assumptions were used:
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Average in-service occupancy for 2010 of 81.0% to 83.0% |
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SS NOI of -4% to -6% for the full year, an improvement of 1% at each end of the range |
< more >
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JV FFO of $14 million to $15 million, a $7.5 million increase at the midpoint, reflecting
the economics from the anticipated sale of our equity interest in certain joint ventures. |
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General and administrative expense of approximately $30 million to $32 million, a one
million reduction at the midpoint |
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The Company may repurchase additional debt in 2010; however, the impact of any future
repurchases is not reflected in the FFO and EPS guidance above |
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The Company plans to sell additional properties in 2010 depending upon market conditions,
including previously depreciated assets, the impact of which is not included in our FFO and
EPS guidance above |
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The Company anticipates issuing additional equity in 2010, depending on market conditions,
the impact of which is not included in our FFO and EPS guidance above |
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The Company expects to complete secured financing transactions totaling approximately $50
million in the third quarter, with a weighted average interest rate of in the low-to-mid five
percent range the impact of which is included in our FFO and 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 North America, 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.
FFO Definition
First Industrial reports FFO in accordance with the NAREIT definition to provide a 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.
About First Industrial Realty Trust, Inc.
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 major markets in North
America, our local market experts manage, lease, buy, (re)develop, and sell industrial properties,
including all of the major facility types bulk and regional distribution centers, light
industrial, manufacturing, and R&D/flex. We have a track record of industry leading customer
service, and in total, we own, manage and have under development 87 million square feet of
industrial space on balance sheet. For more information, please visit us at
www.firstindustrial.com. We post or otherwise make available on this website from time to time
information that may be of interest to investors.
Forward-Looking Information
This press release and the conference call to which it refers contain 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, seek, target, potential, focus,
may, should 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
effect on our
< more >
operations and future prospects include, but are not limited to: changes in national,
international, regional and local economic conditions generally and real estate markets
specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment
trusts) and actions of regulatory authorities (including the Internal Revenue Service); our ability
to qualify and maintain our status as a real estate investment trust; the availability and
attractiveness of financing (including both public and private capital) to us and to our potential
counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings;
our ability to comply with applicable financial covenants; competition; changes in 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; difficulties in consummating acquisitions and dispositions; risks related to our investments
in properties through joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant
creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment
charges; changes in general accounting principles, policies and guidelines applicable to real
estate investment trusts; international business risks; and those additional factors described under the
heading Risk Factors and elsewhere in the Companys annual report on Form 10-K for the year ended
December 31, 2009. 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 press release 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 9:00 a.m. CDT, 10:00
a.m. EDT, on Tuesday, August 3, 2010. The conference call may be accessed by dialing (888) 823-7459
and the passcode is First Industrial. The conference call will also be webcast live on the
Investor Relations page of the Companys website at www.firstindustrial.com. The replay will also
be available on the website.
The Companys second quarter 2010 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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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)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Statement of Operations and Other Data: |
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Total Revenues (b) |
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$ |
87,521 |
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$ |
106,548 |
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$ |
177,123 |
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$ |
217,465 |
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Property Expenses |
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(28,974 |
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(30,362 |
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(61,517 |
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(63,274 |
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General & Administrative Expense |
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(7,375 |
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(11,641 |
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(16,292 |
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(21,750 |
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Restructuring Costs |
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(947 |
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(72 |
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(1,211 |
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(4,816 |
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Impairment of Real Estate |
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(9,155 |
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Depreciation of Corporate F,F&E |
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(521 |
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(546 |
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(1,027 |
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(1,143 |
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Depreciation and Amortization of Real Estate |
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(35,116 |
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(35,662 |
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(68,908 |
) |
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(73,219 |
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Construction Expenses (b) |
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(17,789 |
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(209 |
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(35,672 |
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Total Expenses |
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(72,933 |
) |
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(96,072 |
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(158,319 |
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(199,874 |
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Interest Income |
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1,008 |
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721 |
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2,083 |
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1,282 |
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Interest Expense |
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(25,637 |
) |
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(29,391 |
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(53,332 |
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(57,489 |
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Amortization of Deferred Financing Costs |
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(793 |
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(754 |
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(1,614 |
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(1,462 |
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(Loss) Gain from Early Retirement of Debt |
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(4,320 |
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3,986 |
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(3,965 |
) |
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3,986 |
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Mark-to-Market (Loss) Gain on Interest Rate Protection Agreements |
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(1,324 |
) |
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2,301 |
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(1,458 |
) |
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3,416 |
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Foreign Currency Exchange Loss, Net |
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(190 |
) |
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(190 |
) |
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Loss from Continuing Operations Before Equity in Income
of Joint Ventures and Income Tax (Provision) Benefit |
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(16,668 |
) |
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(12,661 |
) |
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(39,672 |
) |
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(32,676 |
) |
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Equity in Income of Joint Ventures (c) |
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582 |
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1,551 |
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123 |
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1,580 |
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Income Tax (Provision) Benefit |
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(2,511 |
) |
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2,635 |
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(2,636 |
) |
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4,471 |
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Loss from Continuing Operations |
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(18,597 |
) |
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(8,475 |
) |
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(42,185 |
) |
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(26,625 |
) |
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Income from Discontinued Operations (Including Gain on Sale of Real Estate
of $3,610 and $3,907 for the Three Months Ended June 30, 2010 and
June 30, 2009, respectively, and $7,619 and $8,320 for the Six Months
Ended June 30, 2010 and June 30, 2009, respectively) (d) |
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3,488 |
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4,736 |
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7,574 |
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9,843 |
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(Provision) Benefit for Income Taxes Allocable to Discontinued Operations (Including
$0 and $34 Allocable to Gain on Sale of Real Estate for the Three Months
Ended June 30, 2010 and June 30, 2009, respectively, and $0 and $128 for
the Six Months Ended June 30, 2010 and June 30, 2009, respectively) (d) |
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(72 |
) |
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14 |
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Loss Before Gain on Sale of Real Estate |
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(15,109 |
) |
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(3,811 |
) |
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(34,611 |
) |
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(16,768 |
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Gain on Sale of Real Estate |
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1,072 |
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|
460 |
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Provision for Income Taxes Allocable to Gain on Sale of Real Estate |
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(380 |
) |
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(29 |
) |
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Net Loss |
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(15,109 |
) |
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(3,811 |
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|
(33,919 |
) |
|
|
(16,337 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to the Noncontrolling Interest |
|
|
1,561 |
|
|
|
925 |
|
|
|
3,457 |
|
|
|
2,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to First Industrial Realty Trust, Inc. |
|
|
(13,548 |
) |
|
|
(2,886 |
) |
|
|
(30,462 |
) |
|
|
(13,430 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Dividends |
|
|
(4,979 |
) |
|
|
(4,824 |
) |
|
|
(9,939 |
) |
|
|
(9,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Available to First Industrial Realty Trust, Inc.s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stockholders and Participating Securities |
|
$ |
(18,527 |
) |
|
$ |
(7,710 |
) |
|
$ |
(40,401 |
) |
|
$ |
(23,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF LOSS AVAILABLE TO
FIRST INDUSTRIAL REALTY TRUST, INC.S COMMON
STOCKHOLDERS AND PARTICIPATING SECURITIES TO FFO (e) AND FAD (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Available to First Industrial Realty Trust, Inc.s
Common Stockholders and Participating Securities |
|
$ |
(18,527 |
) |
|
$ |
(7,710 |
) |
|
$ |
(40,401 |
) |
|
$ |
(23,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization of Real Estate |
|
|
35,116 |
|
|
|
35,662 |
|
|
|
68,908 |
|
|
|
73,219 |
|
Depreciation and Amortization of Real Estate
Included in Discontinued Operations |
|
|
113 |
|
|
|
837 |
|
|
|
311 |
|
|
|
2,178 |
|
Noncontrolling Interest |
|
|
(1,561 |
) |
|
|
(925 |
) |
|
|
(3,457 |
) |
|
|
(2,907 |
) |
Depreciation and Amortization of Real Estate Joint Ventures (c) |
|
|
(46 |
) |
|
|
1,124 |
|
|
|
966 |
|
|
|
2,946 |
|
Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(2,963 |
) |
|
|
(2,303 |
) |
|
|
(3,899 |
) |
|
|
(5,442 |
) |
Accumulated Depreciation/Amortization on Real Estate
Sold Joint Ventures (c) |
|
|
(19 |
) |
|
|
|
|
|
|
(115 |
) |
|
|
|
|
Non-NAREIT Compliant Economic Gains |
|
|
(647 |
) |
|
|
(1,626 |
) |
|
|
(3,719 |
) |
|
|
(2,899 |
) |
Non-NAREIT Compliant Economic Gains from Joint Ventures (c) |
|
|
(232 |
) |
|
|
(14 |
) |
|
|
(97 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations (NAREIT) (FFO) (e) |
|
$ |
11,234 |
|
|
$ |
25,045 |
|
|
$ |
18,497 |
|
|
$ |
43,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (Gain) from Early Retirement of Debt |
|
|
4,320 |
|
|
|
(3,986 |
) |
|
|
3,965 |
|
|
|
(3,986 |
) |
Restricted Stock Amortization |
|
|
1,778 |
|
|
|
2,625 |
|
|
|
3,277 |
|
|
|
8,047 |
|
Amortization of Deferred Financing Costs |
|
|
793 |
|
|
|
754 |
|
|
|
1,614 |
|
|
|
1,462 |
|
Depreciation of Corporate F,F&E |
|
|
521 |
|
|
|
546 |
|
|
|
1,027 |
|
|
|
1,143 |
|
Non-NAREIT Compliant Economic Gains |
|
|
647 |
|
|
|
1,626 |
|
|
|
3,719 |
|
|
|
2,899 |
|
Non-NAREIT Compliant Economic Gains from Joint Ventures (c) |
|
|
232 |
|
|
|
14 |
|
|
|
97 |
|
|
|
33 |
|
Mark-to-Market Loss (Gain) on Interest Rate Protection Agreements |
|
|
1,324 |
|
|
|
(2,301 |
) |
|
|
1,458 |
|
|
|
(3,416 |
) |
Impairment of Real Estate |
|
|
|
|
|
|
|
|
|
|
9,155 |
|
|
|
|
|
Non-Incremental Capital Expenditures |
|
|
(7,060 |
) |
|
|
(9,127 |
) |
|
|
(15,933 |
) |
|
|
(13,713 |
) |
Straight-Line Rent |
|
|
(1,745 |
) |
|
|
(1,655 |
) |
|
|
(4,476 |
) |
|
|
(3,537 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds Available for Distribution (FAD) (e) |
|
$ |
12,044 |
|
|
$ |
13,541 |
|
|
$ |
22,400 |
|
|
$ |
32,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF NET LOSS AVAILABLE TO
FIRST INDUSTRIAL REALTY TRUST, INC.S COMMON
STOCKHOLDERS AND PARTICIPATING SECURITIES TO EBITDA (e) AND NOI (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Available to First Industrial Realty Trust, Inc.s
Common Stockholders and Participating Securities |
|
$ |
(18,527 |
) |
|
$ |
(7,710 |
) |
|
$ |
(40,401 |
) |
|
$ |
(23,111 |
) |
Interest Expense |
|
|
25,637 |
|
|
|
29,391 |
|
|
|
53,332 |
|
|
|
57,489 |
|
Restructuring Costs |
|
|
947 |
|
|
|
72 |
|
|
|
1,211 |
|
|
|
4,816 |
|
Impairment of Real Estate |
|
|
|
|
|
|
|
|
|
|
9,155 |
|
|
|
|
|
Depreciation and Amortization of Real Estate |
|
|
35,116 |
|
|
|
35,662 |
|
|
|
68,908 |
|
|
|
73,219 |
|
Depreciation and Amortization of Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Discontinued Operations |
|
|
113 |
|
|
|
837 |
|
|
|
311 |
|
|
|
2,178 |
|
Preferred Dividends |
|
|
4,979 |
|
|
|
4,824 |
|
|
|
9,939 |
|
|
|
9,681 |
|
Provision (Benefit) for Income Taxes |
|
|
2,511 |
|
|
|
(2,563 |
) |
|
|
3,016 |
|
|
|
(4,456 |
) |
Noncontrolling Interest |
|
|
(1,561 |
) |
|
|
(925 |
) |
|
|
(3,457 |
) |
|
|
(2,907 |
) |
Loss (Gain) from Early Retirement of Debt |
|
|
4,320 |
|
|
|
(3,986 |
) |
|
|
3,965 |
|
|
|
(3,986 |
) |
Amortization of Deferred Financing Costs |
|
|
793 |
|
|
|
754 |
|
|
|
1,614 |
|
|
|
1,462 |
|
Depreciation of Corporate F,F&E |
|
|
521 |
|
|
|
546 |
|
|
|
1,027 |
|
|
|
1,143 |
|
Depreciation and Amortization of Real Estate Joint Ventures (c) |
|
|
(46 |
) |
|
|
1,124 |
|
|
|
966 |
|
|
|
2,946 |
|
Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(2,963 |
) |
|
|
(2,303 |
) |
|
|
(3,899 |
) |
|
|
(5,442 |
) |
Accumulated Depreciation/Amortization on Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold Joint Ventures (c) |
|
|
(19 |
) |
|
|
|
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (e) |
|
$ |
51,821 |
|
|
$ |
55,723 |
|
|
$ |
105,572 |
|
|
$ |
113,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expense |
|
|
7,375 |
|
|
|
11,641 |
|
|
|
16,292 |
|
|
|
21,750 |
|
Foreign Currency Exchange Loss, Net |
|
|
190 |
|
|
|
|
|
|
|
190 |
|
|
|
|
|
Mark-to-Market Loss (Gain) on Interest Rate Protection Agreements |
|
|
1,324 |
|
|
|
(2,301 |
) |
|
|
1,458 |
|
|
|
(3,416 |
) |
Non-NAREIT Compliant Economic Gains from Joint Ventures (c) |
|
|
(232 |
) |
|
|
(14 |
) |
|
|
(97 |
) |
|
|
(33 |
) |
Non-NAREIT Compliant Economic Gains |
|
|
(647 |
) |
|
|
(1,626 |
) |
|
|
(3,719 |
) |
|
|
(2,899 |
) |
NAREIT Compliant Economic Loss (Gains) (e) |
|
|
|
|
|
|
22 |
|
|
|
(1,073 |
) |
|
|
(439 |
) |
FFO of Joint Ventures (e) |
|
|
(2,259 |
) |
|
|
(5,503 |
) |
|
|
(4,918 |
) |
|
|
(10,053 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income (NOI) (e) |
|
$ |
57,572 |
|
|
$ |
57,942 |
|
|
$ |
113,705 |
|
|
$ |
117,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF GAIN ON SALE OF REAL ESTATE
TO NAREIT COMPLIANT ECONOMIC (LOSS) GAINS (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on Sale of Real Estate |
|
|
|
|
|
|
|
|
|
|
1,072 |
|
|
|
460 |
|
Gain on Sale of Real Estate included in Discontinued Operations |
|
|
3,610 |
|
|
|
3,907 |
|
|
|
7,619 |
|
|
|
8,320 |
|
Non-NAREIT Compliant Economic Gains |
|
|
(647 |
) |
|
|
(1,626 |
) |
|
|
(3,719 |
) |
|
|
(2,899 |
) |
Accumulated Depreciation/Amortization on Real Estate Sold |
|
|
(2,963 |
) |
|
|
(2,303 |
) |
|
|
(3,899 |
) |
|
|
(5,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAREIT Compliant Economic (Loss) Gains (e) |
|
$ |
|
|
|
$ |
(22 |
) |
|
$ |
1,073 |
|
|
$ |
439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. Number of Shares/Units Outstanding Basic/Diluted (f) |
|
|
68,214 |
|
|
|
49,975 |
|
|
|
67,704 |
|
|
|
49,947 |
|
Weighted Avg. Number of Shares Outstanding Basic/Diluted (f) |
|
|
62,838 |
|
|
|
44,439 |
|
|
|
62,320 |
|
|
|
44,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share/Unit Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO (NAREIT) Allocable to Common Stockholders and Unitholders |
|
$ |
11,234 |
|
|
$ |
25,045 |
|
|
$ |
18,497 |
|
|
$ |
43,951 |
|
- Basic/Diluted (a) (f) |
|
$ |
0.16 |
|
|
$ |
0.50 |
|
|
$ |
0.27 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations, including Gain on Sale of Real Estate, Net of Income Tax |
|
$ |
(18,597 |
) |
|
$ |
(8,475 |
) |
|
$ |
(41,493 |
) |
|
$ |
(26,194 |
) |
Noncontrolling Interest Allocable to Continuing Operations and Gain on Sale of Real Estate |
|
|
1,833 |
|
|
|
1,438 |
|
|
|
4,054 |
|
|
|
4,013 |
|
Preferred Dividends |
|
|
(4,979 |
) |
|
|
(4,824 |
) |
|
|
(9,939 |
) |
|
|
(9,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.s Common
Stockholders |
|
$ |
(21,743 |
) |
|
$ |
(11,861 |
) |
|
$ |
(47,378 |
) |
|
$ |
(31,862 |
) |
- Basic/Diluted (a) (f) |
|
$ |
(0.35 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.76 |
) |
|
$ |
(0.72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Available to First Industrial Realty Trust, Inc.s Common Stockholders |
|
$ |
(18,527 |
) |
|
$ |
(7,710 |
) |
|
$ |
(40,401 |
) |
|
$ |
(23,111 |
) |
- Basic/Diluted (a) (f) |
|
$ |
(0.29 |
) |
|
$ |
(0.17 |
) |
|
$ |
(0.65 |
) |
|
$ |
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (end of period): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Before Accumulated Depreciation |
|
$ |
3,317,278 |
|
|
$ |
3,365,211 |
|
|
|
|
|
|
|
|
|
Real Estate and Other Held For Sale, Net |
|
|
4,667 |
|
|
|
26,559 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
3,029,501 |
|
|
|
3,198,798 |
|
|
|
|
|
|
|
|
|
Debt |
|
|
1,861,409 |
|
|
|
2,087,877 |
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
1,985,017 |
|
|
|
2,227,350 |
|
|
|
|
|
|
|
|
|
Total Equity |
|
$ |
1,044,484 |
|
|
$ |
971,448 |
|
|
|
|
|
|
|
|
|
a) On January 1, 2009, the Company adopted new issued accounting guidance which requires
unvested equity based compensation awards that have nonforfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) to be included in the two class method of the computation of
EPS. For the three and six months ended June 30, 2010 and June 30, 2009, there was no impact on
basic and diluted EPS as participating security holders are not obligated to share in losses. The
Company conforms the calculation of FFO and FAD with the calculation of EPS.
b) Construction Revenues, included within Total Revenues, and Construction Expenses include
revenues and expenses associated with the Company acting in the capacity of development manager for
certain third party development projects.
c) Represents the Companys pro rata share of net income (loss), depreciation and amortization on
real estate, accumulated depreciation and amortization on real estate sold from the Companys joint
ventures in which it owns minority equity interests and Non-NAREIT Compliant Economic Gains (Loss).
d) Accounting for discontinued operations issued by the FASB 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. It also requires that prior periods be restated.
e) 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
(loss) available to First Industrial Realty Trust, Inc.s common stockholders and participating
securities, 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.
As used herein, the Company calculates FFO to be equal to net income (loss) available to First
Industrial Realty Trust, Inc.s common stockholders and participating securities, plus depreciation
and amortization on real estate minus accumulated depreciation and amortization on real estate sold
less non-NAREIT Compliant Economic Gains (Loss).
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 Joint Venture impairment, plus NAREIT and
Non-NAREIT Compliant Economic Gains (Loss), plus or minus mark-to-market gain or loss on interest
rate protection agreements, plus or minus foreign currency exchange loss or gain, minus general and
administrative expenses. EBITDA includes EBITDA from discontinued operations.
FAD is defined as EBITDA, minus GAAP interest expense, minus restructuring costs, minus preferred
stock dividends, minus straight-line rental income, minus provision for income taxes or plus
benefit for income taxes, minus or plus mark-to-market gain or loss on interest rate protection
agreements, 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 (loss) available to common stockholders
and participating securities (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.
In addition, the Company considers cash-basis same store NOI (SS NOI) to be a useful supplemental
measure of its operating performance. The Company adopted the following definition of its same
store pool of properties: Same store properties, for the period beginning January 1, 2010, include
all properties owned prior to January 1, 2009 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, 2009 (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 June
30, 2010 and June 30, 2009, NOI was $57,572 and $57,942, respectively; NOI of properties not in the
Same Store Pool was $734 and $123, respectively; the impact of straight-line rent and the
amortization of above/below market rent was $2,343 and $2,096, 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 (loss) 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.
f) Pursuant to guidance issued by the FASB regarding the calculation of 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 units would
be antidilutive to the loss from continuing operations per share.