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

FIRST INDUSTRIAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)		1-13102 (Commission File Number)		36-3935116 (I.R.S. Employer Identification No.)

311 S. Wacker Drive, Suite 3900
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))

 

 

Item 2.02.		Results of Operations and Financial Condition.

     On February 23, 2011, the Company issued a press release announcing its financial results for the fiscal quarter ended December 31, 2010 and certain other information.

     Attached and incorporated by reference as Exhibit 99.1 is a copy of the Company’s press release dated February 23, 2011, announcing its financial results for the fiscal quarter ended December 31, 2010 and certain other information.

     On February 24, 2011, 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 fiscal quarter ended December 31, 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.

Item 9.01.		Financial Statements and Exhibits.

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

Exhibit No.				Description
	99.1			First Industrial Realty Trust, Inc. Press Release dated February 23, 2011 (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: February 24, 2011

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
Fourth Quarter and Full Year 2010 Results

	•		Occupancy Improved 300 Basis Points Since Year-End 2009 to 85%
	•		Completed the Sale of Four Properties and Two Land Parcels Totaling $8.2 Million of Gross Proceeds; Closed Three Additional Sales in 1Q11 to Date Totaling $7.7 Million
	•		Closed One Secured Financing Transaction for Gross Proceeds of $9.8 Million
	•		Raised $41 Million by Issuing 4.9 Million Shares at Average Price of $8.24 Per Share through ATM Program
	•		Repurchased $18.0 Million of September 2011 Exchangeable Notes and Retired a $13.0 Million Mortgage; Retired a $14.5 Million Mortgage in 1Q11
	•		Full Year G&A Expense Reduced by 30% from 2009 Levels

CHICAGO, February 23, 2011 — First Industrial Realty Trust, Inc. (NYSE: FR), a leading owner and operator of industrial real estate and provider of supply chain solutions, today announced results for fourth quarter and full year 2010. Diluted net income (loss) available to common stockholders per share (EPS) was ($0.43) in the fourth quarter, compared to $0.18 a year ago. Full year 2010 diluted net loss available to common stockholders was $(3.53) per share, compared to $(0.28) per share in 2009.

First Industrial’s fourth quarter FFO was $(0.02) per share/unit on a diluted basis, compared to $0.60 per share/unit last year. Full year 2010 FFO was $(1.71) per share/unit on a diluted basis versus $2.08 per share/unit in 2009.

FFO results for the fourth quarter of 2010 reflect several one-time items including a non-cash impairment charge of $0.31 per share related to the planned sale of certain non-strategic assets and $0.02 of funds from operations from joint ventures from the sale of certain assets. FFO results for the full year 2010 reflect $2.85 per share of impairment charges, a $0.16 gain from the sale of interests in certain joint ventures, and $0.06 loss on retirement of debt.

“The industrial real estate market continued to recover, driven by broad-based tenant demand in response to the strengthening economy,” said Bruce W. Duncan, First Industrial’s president and CEO. “With the benefit of this improved environment, our team was able to deliver an increase in occupancy of 300 basis points in 2010.”

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Portfolio Performance for On Balance Sheet Properties — Fourth Quarter 2010

	•		In-service occupancy was 85.0% at the end of the quarter, compared to 83.6% at the end of the third quarter, and 82.0% at the end of 2009.
	•		Retained tenants in 55.4% of square footage up for renewal. For the full year 2010, tenant retention averaged 64.8%.
	•		Excluding lease termination fees, same property cash basis net operating income (NOI) declined 2.0%. Including lease termination fees, same property NOI declined 2.8%.
	•		Rental rates decreased 17.2% on a cash basis; leasing costs were $3.08 per square foot, reflecting a higher proportion of new leases relative to renewals in the quarter.

Capital Markets Activities and Financial Position (Balance Sheet Information)

In the fourth quarter, the Company:

	•		Repurchased approximately $18.0 million of its 4.625% September 2011 Exchangeable Notes and retired a $13.0 million mortgage loan.
	•		Completed the sale of four industrial properties on balance sheet totaling approximately 304,000 square feet of gross leaseable area (GLA), as well as two land parcels, for total aggregate gross proceeds of approximately $8.2 million.
	•		Closed one secured financing transaction generating gross borrowing proceeds of approximately $9.8 million at an interest rate of 5.0% with a five year maturity. This transaction was secured by two properties totaling approximately 0.2 million square feet of GLA.
	•		Completed the issuance of 4.9 million shares of the Company’s common stock at an average price of $8.24 per share, generating approximately $41 million in gross proceeds, through the Company’s “at-the-market” equity offering program.

In the first quarter of 2011 to date, the Company:

	•		Retired a $14.5 million mortgage originated in 2009 with an interest rate of 6.75%.
	•		Completed the sale of three industrial properties totaling approximately 339,000 square feet of GLA for gross proceeds of approximately $7.7 million.
	•		Obtained a commitment for a secured financing transaction expected to generate gross proceeds in excess of $175 million at an interest rate of approximately 4.45%, with a maturity of seven years. The secured financing transaction remains subject to lender due diligence and documentation, and there can be no assurance that it will close or generate the expected proceeds.

“With the capital markets strong, we continue to focus our efforts on reducing our overall leverage and extending our maturities,” said Scott Musil, acting chief financial officer.

Common Dividend Policy

First Industrial’s dividend policy is to distribute the minimum amount required to maintain its REIT status. The Company did not declare any common stock dividends in 2010 and may not pay common stock dividends in 2011, depending on its taxable income. If required to pay common stock dividends in 2011, the Company may elect to satisfy this obligation by distributing a combination of cash and common shares.

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Outlook for 2011

Mr. Duncan stated, “We anticipate that demand for industrial real estate will continue to improve in 2011, as economic growth continues. Tenants are active in identifying space for expansions or for changing supply chain requirements. However, existing supply remains elevated in most of our markets, which continues to affect rental rates on new and renewal leasing.”

		Low End of				High End of
		Guidance for 2011				Guidance for 2011
		(Per share/unit)				(Per share/unit)
Net Income (Loss) Available to Common Stockholders			(0.80	)			(0.70	)
Add: Real Estate Depreciation/Amortization			1.61				1.61
FFO (NAREIT Definition)		$	0.81			$	0.91
FFO Excluding Restructuring Charges		$	0.83			$	0.93

The following assumptions were used:

	•		Average in-service occupancy for 2011 of 85.0% to 87.0%
	•		Same-store NOI of -1% to 1% for the full year
	•		JV FFO of $1.1 million
	•		General and administrative expense of approximately $23 million to $24 million
	•		Restructuring charges of approximately $1.5 million primarily related to the sublease of corporate office space
	•		Issuance of $175 million of secured debt at an interest rate of approximately 4.45% in the second quarter, with proceeds to be used to paydown or retire other outstanding debt
	•		The Company plans to sell additional properties in 2011 depending upon market conditions, including previously depreciated assets, the impact of which is not included in our FFO and EPS guidance above.
	•		The Company may issue additional equity in 2011, depending on market conditions, the impact of which is not 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.

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About First Industrial Realty Trust, Inc.

First Industrial Realty Trust, Inc. (NYSE: FR) is a leading owner and operator of industrial real estate and provider of supply chain solutions to multinational corporations and regional customers. Across major markets in North America, our local market experts manage, lease, buy, (re)develop, and sell bulk and regional distribution centers, light industrial, and other industrial facility types. We have a track record of industry leading customer service, and in total, we own, manage and have under development 74 million square feet of industrial space. 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 may 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 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 Company’s 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 Company’s annual report on Form 10-K for the year ended December 31, 2009 and in the Company’s subsequent ‘34 Act reports. 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 Company’s filings with the Securities and Exchange Commission.

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A schedule of selected financial information is attached.

First Industrial Realty Trust, Inc. will host a quarterly conference call at 10:00 a.m. CST, 11:00 a.m. EST, on Thursday, February 24, 2011. The conference call may be accessed by dialing (866) 542-2938 and the passcode is “First Industrial”. The conference call will also be webcast live on the Investor Relations page of the Company’s website at www.firstindustrial.com. The replay will also be available on the website.

The Company’s fourth quarter and full year 2010 supplemental information can be viewed on First Industrial’s website, www.firstindustrial.com, under the “Investor Relations” tab.

Contact:

Art Harmon Senior 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								Year Ended
		December 31,				December 31,				December 31,				December 31,
		2010				2009				2010				2009
Statement of Operations and Other Data:
Total Revenues (b)		$	72,374			$	75,813			$	288,541			$	351,838
Property Expenses			(24,031	)			(23,940	)			(94,725	)			(97,427	)
General & Administrative Expense			(5,358	)			(7,694	)			(26,589	)			(37,835	)
Restructuring Costs			(309	)			(1,610	)			(1,858	)			(7,806	)
Impairment of Real Estate			(10,578	)			—				(35,853	)			(5,617	)
Depreciation of Corporate F,F&E			(458	)			(523	)			(1,975	)			(2,192	)
Depreciation and Amortization of Real Estate			(27,091	)			(27,457	)			(109,542	)			(112,200	)
Construction Expenses (b)			(51	)			(2,153	)			(507	)			(52,720	)
Total Expenses			(67,876	)			(63,377	)			(271,049	)			(315,797	)
Interest Income			1,244				1,071				4,364				3,084
Interest Expense			(27,211	)			(28,662	)			(106,102	)			(114,919	)
Amortization of Deferred Financing Costs			(1,061	)			(810	)			(3,473	)			(3,030	)
(Loss) Gain from Early Retirement of Debt			(320	)			12,397				(4,304	)			34,562
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements			681				806				(1,107	)			3,667
Foreign Currency Exchange Loss, Net			—				—				(190	)			—
Loss from Continuing Operations Before Gain on Sale of Joint Venture Interest, Equity in Income (Loss) of Joint Ventures and Income Tax (Provision) Benefit			(22,169	)			(2,762	)			(93,320	)			(40,595	)
Gain on Sale of Joint Venture Interest			1,352				—				11,226				—
Equity in Income (Loss) of Joint Ventures (c)			950				(2,161	)			675				(6,470	)
Income Tax (Provision) Benefit			(536	)			13,962				(2,963	)			25,163
(Loss) Income from Continuing Operations			(20,403	)			9,039				(84,382	)			(21,902	)
(Loss) Income from Discontinued Operations (Including Gain on Sale of Real Estate of $1,525 and $9,152 for the Three Months Ended December 31, 2010 and December 31, 2009, respectively, and $11,092 and $24,206 for the Year Ended December 31, 2010 and December 31, 2009, respectively) (d)			(4,812	)			10,679				(137,754	)			27,681
Provision for Income Taxes Allocable to Discontinued Operations (Including $0 and $1,344 Allocable to Gain on Sale of Real Estate for the Three Months Ended December 31, 2010 and December 31, 2009, respectively, and $0 and $1,462 for the Year Ended December 31, 2010 and December 31, 2009, respectively) (d)			—				(1,620	)			—				(1,824	)
(Loss) Income Before (Loss) Gain on Sale of Real Estate			(25,215	)			18,098				(222,136	)			3,955
(Loss) Gain on Sale of Real Estate			—				(347	)			859				374
Provision for Income Taxes Allocable to Gain on Sale of Real Estate			—				—				(342	)			(143	)
Net (Loss) Income			(25,215	)			17,751				(221,619	)			4,186
Net Loss (Income) Attributable to the Noncontrolling Interest			2,241				(1,553	)			18,798				1,547
Net (Loss) Income Attributable to First Industrial Realty Trust, Inc.			(22,974	)			16,198				(202,821	)			5,733
Preferred Dividends			(4,854	)			(4,922	)			(19,677	)			(19,516	)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities		$	(27,828	)		$	11,276			$	(222,498	)		$	(13,783	)
RECONCILIATION OF (LOSS) INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO FFO (e) AND FAD (e)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities		$	(27,828	)		$	11,276			$	(222,498	)		$	(13,783	)
Depreciation and Amortization of Real Estate			27,091				27,457				109,542				112,200
Depreciation and Amortization of Real Estate Included in Discontinued Operations			3,399				7,859				25,054				35,471
Noncontrolling Interest			(2,241	)			1,553				(18,798	)			(1,547	)
Depreciation and Amortization of Real Estate — Joint Ventures (c)			(187	)			1,019				947				4,994
Non-NAREIT Compliant Gains			(1,525	)			(9,153	)			(11,073	)			(24,231	)
Non-NAREIT Compliant Gains from Joint Ventures (c)			(350	)			(13	)			(231	)			(74	)
Funds From Operations (NAREIT) (“FFO”) (e)		$	(1,641	)		$	39,998			$	(117,057	)		$	113,030
Loss (Gain) from Early Retirement of Debt			320				(12,397	)			4,304				(34,562	)
Restricted Stock Amortization			1,373				2,142				6,040				13,015
Amortization of Deferred Financing Costs			1,061				810				3,473				3,030
Depreciation of Corporate F,F&E			458				523				1,975				2,192
Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements			(681	)			(806	)			1,107				(3,667	)
Joint Venture Impairment			—				1,558				—				7,185
Impairment of Real Estate			10,578				—				35,853				5,617
Impairment of Real Estate Included in Discontinued Operations			10,957				—				158,699				1,317
Non-Incremental Capital Expenditures			(16,289	)			(11,800	)			(42,476	)			(34,250	)
Straight-Line Rent			(2,113	)			(2,500	)			(7,041	)			(8,350	)
Funds Available for Distribution (“FAD”) (e)		$	4,023			$	17,528			$	44,877			$	64,557

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

		Three Months Ended								Year Ended
		December 31,				December 31,				December 31,				December 31,
		2010				2009				2010				2009
RECONCILIATION OF NET (LOSS) INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO EBITDA (e) AND NOI (e)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities		$	(27,828	)		$	11,276			$	(222,498	)		$	(13,783	)
Interest Expense			27,225				28,813				106,166				115,421
Restructuring Costs			309				1,610				1,858				7,806
Joint Venture Impairment			—				1,558				—				7,185
Impairment of Real Estate			10,578				—				35,853				5,617
Impairment of Real Estate Included in Discontinued Operations			10,957				—				158,699				1,317
Depreciation and Amortization of Real Estate			27,091				27,457				109,542				112,200
Depreciation and Amortization of Real Estate Included in Discontinued Operations			3,399				7,859				25,054				35,471
Preferred Dividends			4,854				4,922				19,677				19,516
Provision (Benefit) for Income Taxes			536				(12,342	)			3,305				(23,196	)
Noncontrolling Interest			(2,241	)			1,553				(18,798	)			(1,547	)
Loss (Gain) from Early Retirement of Debt			320				(12,397	)			4,304				(34,562	)
Amortization of Deferred Financing Costs			1,061				810				3,473				3,030
Depreciation of Corporate F,F&E			458				523				1,975				2,192
Depreciation and Amortization of Real Estate — Joint Ventures (c)			(187	)			1,019				947				4,994
Non-NAREIT Compliant Gains			(1,525	)			(9,153	)			(11,073	)			(24,231	)
Non-NAREIT Compliant Gains from Joint Ventures (c)			(350	)			(13	)			(231	)			(74	)
EBITDA (e)		$	54,657			$	53,495			$	218,253			$	217,356
General and Administrative Expense			5,358				7,694				26,589				37,835
Foreign Currency Exchange Loss, Net			—				—				190				—
Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements			(681	)			(806	)			1,107				(3,667	)
NAREIT Compliant Economic Loss (Gains) (e)			—				348				(878	)			(349	)
Joint Venture Impairment			—				(1,558	)			—				(7,185	)
FFO of Joint Ventures (e)			(1,912	)			(1,011	)			(17,569	)			(9,626	)
Net Operating Income (“NOI”) (e)		$	57,422			$	58,162			$	227,692			$	234,364
RECONCILIATION OF (LOSS) GAIN ON SALE OF REAL ESTATE TO NAREIT COMPLIANT ECONOMIC (LOSS) GAINS (e)
(Loss) Gain on Sale of Real Estate		$	—			$	(347	)		$	859			$	374
Gain on Sale of Real Estate included in Discontinued Operations			1,525				9,152				11,092				24,206
Non-NAREIT Compliant Gains			(1,525	)			(9,153	)			(11,073	)			(24,231	)
NAREIT Compliant Economic (Loss) Gains (e)		$	—			$	(348	)		$	878			$	349
Weighted Avg. Number of Shares/Units Outstanding — Basic/Diluted (f)			69,413				66,135				68,327				54,261
Weighted Avg. Number of Shares Outstanding — Basic/Diluted (f)			64,049				60,690				62,953				48,695
Per Share/Unit Data:
FFO (NAREIT)		$	(1,641	)		$	39,998			$	(117,057	)		$	113,030
Less: Allocation to Participating Securities			—				(217	)			—				—
FFO (NAREIT) Allocable to Common Stockholders and Unitholders		$	(1,641	)		$	39,781			$	(117,057	)		$	113,030
- Basic/Diluted (a) (f)		$	(0.02	)		$	0.60			$	(1.71	)		$	2.08
(Loss) Income from Continuing Operations, including (Loss) Gain on Sale of Real Estate, Net of Income Tax		$	(20,403	)		$	8,692			$	(83,865	)		$	(21,671	)
Less: Noncontrolling Interest Allocable to Continuing Operations and (Loss) Gain on Sale of Real Estate			1,863				(801	)			8,067				4,179
Less: Preferred Dividends			(4,854	)			(4,922	)			(19,677	)			(19,516	)
Less: Allocation to Participating Securities			—				(17	)			—				—
(Loss) Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(23,394	)		$	2,952			$	(95,475	)		$	(37,008	)
- Basic/Diluted (a) (f)		$	(0.37	)		$	0.05			$	(1.52	)		$	(0.76	)
Net (Loss) Income Available		$	(27,828	)		$	11,276			$	(222,498	)		$	(13,783	)
Less: Allocation to Participating Securities			—				(66	)			—				—
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders		$	(27,828	)		$	11,210			$	(222,498	)		$	(13,783	)
- Basic/Diluted (a) (f)		$	(0.43	)		$	0.18			$	(3.53	)		$	(0.28	)
Balance Sheet Data (end of period):
Real Estate Before Accumulated Depreciation		$	2,618,767			$	3,319,764
Real Estate and Other Held For Sale, Net			392,291				37,305
Total Assets			2,750,054				3,204,586
Debt (including amounts classified as Held for Sale)			1,742,776				1,998,332
Total Liabilities			1,857,910				2,130,339
Total Equity		$	892,144			$	1,074,247