Form 8-K

 

 

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

October 29, 2015 (October 28, 2015)

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 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):

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   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 October 28, 2015, First Industrial Realty Trust, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2015 and certain other information.

Attached and incorporated by reference as Exhibit 99.1 is a copy of the Company’s press release dated October 28, 2015, announcing its financial results for the fiscal quarter ended September 30, 2015 and certain other information.

On October 29, 2015, 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 September 30, 2015 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 October 28, 2015 (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.

 

FIRST INDUSTRIAL REALTY TRUST, INC.
By:  

/s/ Scott A. Musil

  Name:   Scott A. Musil
  Title:   Chief Financial Officer
    (Principal Financial Officer)

Date: October 29, 2015

EX-99.1

Exhibit 99.1

 

LOGO

 

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

THIRD QUARTER 2015 RESULTS

 

    Occupancy of 95.5%, Up 40 Basis Points from 2Q15, 160 Basis Points from 3Q14

 

    Same Store NOI Grew 5.9%; Cash Rental Rates Up 2.4%, GAAP Up 11.9%

 

    Started Three New Developments Totaling 1 Million SF, Total Estimated Investment of $55.4 Million

 

    Placed In Service a 100% Leased, 222,000 SF Development in Dallas

 

    Acquired a 366,000 SF Distribution Center in the Inland Empire for $29.0 Million

 

    Acquired a Two-Building, 1 Million SF Portfolio in Baltimore/Washington DC for $61.9 Million in 4Q15

 

    Sold 873,000 SF of Properties and One Land Parcel for $35.7 Million in 3Q15 and 4Q15

CHICAGO, October 28, 2015 – First Industrial Realty Trust, Inc. (NYSE: FR), a leading fully-integrated owner, operator and developer of industrial real estate, today announced results for the third quarter of 2015. Diluted net income available to common stockholders per share (EPS) was $0.13, compared to $0.19 in the year ago quarter.

First Industrial’s third quarter diluted FFO was $0.35 per share/unit, compared to $0.32 per share/unit a year ago.

“Through the leasing efforts of our team and the strength of the industrial market, we drove our occupancy to 95.5% while delivering strong growth in same store net operating income” said Bruce W. Duncan, First Industrial’s president and CEO. “We continue to enhance our long-term cash flow growth profile using the strengths of our platform and people to execute on new developments, acquisitions, targeted sales and balance sheet improvements.”

Portfolio Performance – Third Quarter 2015

 

    In-service occupancy was 95.5% at the end of the third quarter, compared to 95.1% at the end of the second quarter of 2015 and 93.9% at the end of the third quarter of 2014.

 

    Tenants were retained in 77.7% of square footage up for renewal.

 

    Same property cash basis net operating income (NOI) increased 5.9%. Including lease termination fees, same property NOI increased 4.4%. Both measures exclude the impact of the $1.0 million portion of a one-time restoration fee recognized during the third quarter of 2014.

 

    Rental rates increased 2.4% on a cash basis and increased 11.9% on a GAAP basis; leasing costs were $2.86 per square foot.

 

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Development Leasing

In the third quarter, the Company:

 

    Placed in service its 222,000 square-foot First Pinnacle Industrial Center II in Dallas, which is 100% leased on a long-term basis.

 

    Pre-leased 172,000 square feet, or 72%, of First Park @ Ocean Ranch in Southern California.

 

    Pre-leased an incremental 142,000 square feet at First Park Tolleson in Phoenix bringing that 386,000 square-foot facility to 81% leased.

 

    Leased an additional 43,000 square feet at Interstate North Business Park II in Minneapolis.

Investment and Disposition Activities

In the third quarter, the Company:

 

    Started development of a 600,000 square-foot distribution center at its 309-acre First Park 94 in the Southeast Wisconsin submarket of Chicago purchased during the third quarter for $13.4 million; estimated investment for this “Building I” is $29.1 million.

 

    Commenced development of the 188,000 square-foot First San Michele Logistics Center in the Inland Empire, estimated investment of $12.2 million.

 

    Started construction of First Arlington Commerce Center II, a 232,000 square-foot building in the Great Southwest submarket of Dallas, estimated investment of $14.1 million.

 

    Acquired a 100% leased, 366,000 square-foot distribution center in the Inland Empire for $29.0 million.

 

    Acquired a new development site in the Dallas market for $4.1 million.

 

    Sold three buildings totaling 75,000 square feet and a land parcel for gross proceeds of $7.5 million.

In the fourth quarter to date, the Company:

 

    Acquired a two-building portfolio in the I-95 North Corridor of the Baltimore/Washington DC market for $61.9 million, comprised of a 644,000 square-foot distribution center 100% leased on a long-term basis and a 349,000 square-foot facility leased on a short-term basis.

 

    Sold two portfolios for a total of $28.2 million, comprised of a 23-building, 665,000 square-foot light industrial/flex portfolio in the Detroit market for $17.8 million and a six-building flex portfolio in Houston for $10.4 million.

“We are redeploying our disposition proceeds and retained cash flow into high quality properties where we can create value and deliver long-term cash flow growth for shareholders,” said Johannson Yap, chief investment officer.

Capital Markets Activity

In the third quarter, the Company:

 

    Closed a new $260 million unsecured term loan with a seven-year term. The loan features interest-only payments and initially bears an interest rate of LIBOR plus 160 basis points. The rate is subject to adjustment based on the Company’s leverage or credit ratings. The Company also entered into interest rate swap agreements to effectively convert the loan’s rate to a fixed interest rate of approximately 3.39% per annum based on the loan’s current credit spread.

 

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First Industrial Investor Day: November 12, 2015 in New York City

The Company will host Investor Day on Thursday, November 12, 2015 in New York City, with presentations scheduled to begin at 12:00 p.m. Eastern time (11:00 a.m. Central). The event will feature presentations from First Industrial’s senior management and regional teams regarding the Company’s portfolio, current development investments, and growth opportunities. For additional information on Investor Day, contact Art Harmon, vice president of investor relations and marketing, at aharmon@firstindustrial.com.

Outlook for 2015

Mr. Duncan stated, “The industrial real estate market continues to enjoy broad-based demand which is driving occupancy and rental rates higher. Given the strength of the market, our team is capturing incremental cash flow from lease-up, pushing on rental rates and term, and securing contractual rent escalations.”

 

     Low End of      High End of  
     Guidance for 2015      Guidance for 2015  
     (Per share/unit)      (Per share/unit)  

Net Income Available to Common Stockholders

     0.33         0.37   

Add: Real Estate Depreciation/Amortization

     0.98         0.98   

Add: Non-NAREIT Compliant Gains Through 3Q15

     (0.11      (0.11
  

 

 

    

 

 

 

FFO (NAREIT Definition)

   $ 1.20       $ 1.24   
  

 

 

    

 

 

 

FFO Before Impact of Settlement of Interest Rate Protection Agreements, Acquisition Costs and NAREIT Compliant Gain YTD

   $ 1.31       $ 1.35   
  

 

 

    

 

 

 

The following assumptions were used:

 

    Average quarter-end in-service occupancy of 94.75% to 95.25%, a tightening of the range.

 

    Same-store NOI growth on a cash basis of positive 4.5% to 5.5% for the full year, excluding lease termination fees as well as the one-time restoration fee recognized in the comparative period of 2014, an increase of 50 basis points at the midpoint from our prior guidance.

 

    General and administrative expense of approximately $24.8 million to $25.8 million, an increase of $750,000 at the midpoint from our prior guidance, reflecting increased compensation costs.

 

    Guidance reflects the payoff of approximately $23 million of secured debt with an interest rate of 5.58% in the fourth quarter of 2015.

 

    Guidance includes the incremental costs related to the Company’s developments in process. In total, the Company expects to capitalize $0.02 per share of interest related to its developments in 2015.

 

    Guidance includes the impact of the Baltimore/Washington DC acquisition and two portfolio sales completed in the fourth quarter to date as discussed above.

 

    Other than the above, guidance does not include the impact of:

 

    any future debt repurchases prior to maturity or future debt issuances;

 

    any future property sales or investments;

 

    any future impairment losses;

 

    any future NAREIT-compliant gains or losses; or

 

    issuance of equity.

A number of factors could impact our ability to deliver results in line with our assumptions, such as interest rates, the economy, 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

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, excluding impairments from previously depreciated assets, and after adjustments for unconsolidated partnerships and joint ventures.

About First Industrial Realty Trust, Inc.

First Industrial Realty Trust, Inc. (NYSE: FR) is a leading fully-integrated owner, operator, and developer of industrial real estate with a track record of providing industry-leading customer service to multinational corporations and regional customers. Across major markets in the United States, our local market experts manage, lease, buy, (re)develop, and sell bulk and regional distribution centers, light industrial, and other industrial facility types. In total, we own and have under development approximately 66.1 million square feet of industrial space as of September 30, 2015. For more information, please visit us at www.firstindustrial.com.

Forward-Looking Information

This press release and the presentation to which it refers may contain 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 for such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on certain assumptions and describe future plans, strategies and expectations of the Company, and are generally identifiable by use of the words “believe,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,” “focus,” “may,” “should” or similar words. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ. 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; 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) in the Company’s current and potential market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; environmental liabilities; delays 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; and those additional factors described under the “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2014 and in the Company’s subsequent Exchange 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 will host its quarterly conference call Thursday, October 29, 2015 at 11:00 a.m. EDT (10:00 a.m. CDT). The conference call may be accessed by dialing (866) 542-2938, passcode “First Industrial.” The conference call will also be webcast live on the “Investors” page of the Company’s website at www.firstindustrial.com. The replay will also be available on the website.

The Company’s third quarter 2015 supplemental information can be viewed at www.firstindustrial.com under the “Investors” tab.

 

Contact:           Art Harmon
  Vice President, Investor Relations and Marketing
  312-344-4320

 

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FIRST INDUSTRIAL REALTY TRUST, INC.

Selected Financial Data

(Unaudited)

(In thousands except per share/unit data)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2015
    September 30,
2014
    September 30,
2015
    September 30,
2014
 

Statement of Operations and Other Data:

        

Total Revenues

   $ 92,157      $ 86,361      $ 272,555      $ 254,266   

Property Expenses

     (28,044     (27,262     (85,662     (84,499

General and Administrative

     (5,900     (5,389     (19,026     (17,942

Acquisition Costs

     (45     —          (364     (111

Impairment of Real Estate

     (626     —          (626     —     

Depreciation of Corporate FF&E

     (179     (137     (520     (388

Depreciation and Other Amortization of Real Estate

     (28,410     (27,767     (84,419     (83,048
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Expenses

     (63,204     (60,555     (190,617     (185,988

Gain on Sale of Real Estate

     2,957        —          13,084        —     

Interest Income

     2        681        59        2,054   

Interest Expense

     (16,674     (17,322     (49,679     (55,292

Amortization of Deferred Financing Costs

     (781     (753     (2,291     (2,360

Mark-to-Market and Settlement Loss on Interest Rate Protection Agreements

     —          —          (11,546     —     

Loss from Retirement of Debt

     —          (32     —          (655
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations Before Equity in (Loss) Income of Joint Ventures and Income Tax Benefit (Provision)

     14,457        8,380        31,565        12,025   

Equity in (Loss) Income of Joint Ventures (a)

     (6     (14     61        3,508   

Income Tax Benefit (Provision)

     14        (103     (127     (192
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations

     14,465        8,263        31,499        15,341   

Discontinued Operations:

        

Income Attributable to Discontinued Operations

     —          504        —          1,642   

Gain on Sale of Real Estate

     —          13,428        —          14,483   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Discontinued Operations

     —          13,932        —          16,125   

Net Income

     14,465        22,195        31,499        31,466   

Net Income Attributable to the Noncontrolling Interest

     (548     (868     (1,197     (1,137
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income Attributable to First Industrial Realty Trust, Inc.

     13,917        21,327        30,302        30,329   

Preferred Dividends

     —          —          —          (1,019

Redemption of Preferred Stock

     —          —          —          (1,462
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities

   $ 13,917      $ 21,327      $ 30,302      $ 27,848   
  

 

 

   

 

 

   

 

 

   

 

 

 

RECONCILIATION OF NET INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO FFO (b) AND AFFO (b)

        

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities

   $ 13,917      $ 21,327      $ 30,302      $ 27,848   

Depreciation and Other Amortization of Real Estate

     28,410        27,767        84,419        83,048   

Depreciation and Other Amortization of Real Estate Included in Discontinued Operations

     —          404        —          2,230   

Impairment of Depreciated Real Estate

     626        —          626        —     

Noncontrolling Interest

     548        868        1,197        1,137   

Equity in Depreciation and Other Amortization of Joint Ventures (a)

     —          25        17        91   

Non-NAREIT Compliant Gain (b)

     (2,883     (13,428     (13,010     (14,483

Non-NAREIT Compliant Gain from Joint Ventures (a) (b)

     —          —          (63     (3,346
  

 

 

   

 

 

   

 

 

   

 

 

 

Funds From Operations (NAREIT) (“FFO”) (b)

   $ 40,618      $ 36,963      $ 103,488      $ 96,525   

Loss from Retirement of Debt

     —          32        —          655   

Restricted Stock/Unit Amortization

     1,507        1,351        5,574        6,248   

Amortization of Debt Discounts / (Premiums) and Hedge Costs

     148        148        444        1,924   

Amortization of Deferred Financing Costs

     781        753        2,291        2,360   

Depreciation of Corporate FF&E

     179        137        520        388   

Redemption of Preferred Stock

     —          —          —          1,462   

Mark-to-Market and Settlement Loss on Interest Rate Protection Agreements

     —          —          11,546        —     

NAREIT Compliant Economic Gain (b)

     (74     —          (74     —     

One-Time Restoration Fee (c)

     —          (1,014     —          (2,236

Non-Incremental Capital Expenditures (c)

     (11,423     (11,849     (30,563     (31,713

Capitalized Interest and Overhead

     (733     (336     (1,852     (1,205

Straight-Line Rent, Amortization of Above (Below) Market Leases and Lease Inducements

     (1,303     (571     (5,030     (1,173
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Funds From Operations (“AFFO”) (b)

   $ 29,700      $ 25,614      $ 86,344      $ 73,235   
  

 

 

   

 

 

   

 

 

   

 

 

 


FIRST INDUSTRIAL REALTY TRUST, INC.

Selected Financial Data

(Unaudited)

(In thousands except per share/unit data)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2015
    September 30,
2014
    September 30,
2015
    September 30,
2014
 

RECONCILIATION OF NET INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.’S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO EBITDA (b) AND NOI (b)

        

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities

   $ 13,917      $ 21,327      $ 30,302      $ 27,848   

Interest Expense

     16,674        17,322        49,679        55,292   

Depreciation and Other Amortization of Real Estate

     28,410        27,767        84,419        83,048   

Depreciation and Other Amortization of Real Estate Included in Discontinued Operations

     —          404        —          2,230   

Impairment of Depreciated Real Estate

     626        —          626        —     

Preferred Dividends

     —          —          —          1,019   

Redemption of Preferred Stock

     —          —          —          1,462   

Income Tax (Benefit) Provision

     (14     103        127        192   

Mark-to-Market and Settlement Loss on Interest Rate Protection Agreements

     —          —          11,546        —     

Noncontrolling Interest

     548        868        1,197        1,137   

Loss from Retirement of Debt

     —          32        —          655   

Amortization of Deferred Financing Costs

     781        753        2,291        2,360   

Depreciation of Corporate FF&E

     179        137        520        388   

Equity in Depreciation and Other Amortization of Joint Ventures (a)

     —          25        17        91   

NAREIT Compliant Economic Gain (b)

     (74     —          (74     —     

Non-NAREIT Compliant Gain (b)

     (2,883     (13,428     (13,010     (14,483

Non-NAREIT Compliant Gain from Joint Ventures (a) (b)

     —          —          (63     (3,346
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (b)

   $ 58,164      $ 55,310      $ 167,577      $ 157,893   

General and Administrative

     5,900        5,389        19,026        17,942   

Acquisition Costs

     45        —          364        111   

FFO from Joint Ventures (b)

     6        (21     (79     (379
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income (“NOI”) (b)

   $ 64,115      $ 60,678      $ 186,888      $ 175,567   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted Avg. Number of Shares/Units Outstanding - Basic

     114,720        114,512        114,705        114,346   

Weighted Avg. Number of Shares Outstanding - Basic

     110,356        110,072        110,338        109,856   

Weighted Avg. Number of Shares/Units Outstanding - Diluted

     115,212        114,711        115,102        114,788   

Weighted Avg. Number of Shares Outstanding - Diluted

     110,848        110,271        110,735        110,298   

Per Share/Unit Data:

        

FFO (NAREIT)

   $ 40,618      $ 36,963      $ 103,488      $ 96,525   

Less: Allocation to Participating Securities

     (137     (149     (330     (334
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO (NAREIT) Allocable to Common Stockholders and Unitholders

   $ 40,481      $ 36,814      $ 103,158      $ 96,191   

Basic/Diluted Per Share/Unit

   $ 0.35      $ 0.32      $ 0.90      $ 0.84   

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities

   $ 13,917      $ 21,327      $ 30,302      $ 27,848   

Less: Allocation to Participating Securities

     (50     (90     (141     (123
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders

   $ 13,867      $ 21,237      $ 30,161      $ 27,725   

Basic/Diluted Per Share

   $ 0.13      $ 0.19      $ 0.27      $ 0.25   

Common Dividends/Distributions

   $ 0.1275      $ 0.1025      $ 0.3825      $ 0.3075   

Balance Sheet Data (end of period):

        

Gross Real Estate Investment

   $ 3,268,420      $ 3,155,936       

Real Estate and Other Assets Held For Sale, Net

     7,460        15,413       

Total Assets

     2,706,680        2,576,511       

Debt

     1,470,844        1,343,764       

Total Liabilities

     1,626,946        1,483,476       

Total Equity

   $ 1,079,734      $ 1,093,035       


a) Represents the Company’s pro rata share of net income (loss), depreciation and amortization on real estate and non-NAREIT compliant gain (loss), if applicable.
b) Investors in, and analysts following, the real estate industry utilize funds from operations (“FFO”), net operating income (“NOI”), EBITDA and adjusted funds from operations (“AFFO”), variously defined below, as supplemental performance measures. While the Company believes net income 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 AFFO, 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. AFFO provides a tool to further evaluate the ability to fund dividends. In addition, FFO, NOI, EBITDA and AFFO 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 available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of depreciated real estate, minus non-NAREIT compliant gain. Non-NAREIT compliant gain (loss) results from the sale of previously depreciated properties and NAREIT compliant economic gain (loss) results from the sale of properties not previously depreciated.

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 Company’s joint ventures, which are accounted for under the equity method of accounting, minus general and administrative expenses and acquisition costs. EBITDA includes EBITDA from discontinued operations.

AFFO is defined as EBITDA minus GAAP interest expense, minus capitalized interest and overhead, plus amortization of debt discounts / (premiums) and hedge costs, minus preferred stock dividends, minus straight-line rental income, amortization of above (below) market leases and lease inducements, minus provision for income taxes or plus benefit for income taxes, plus restricted stock amortization, minus non-incremental capital expenditures. Non-incremental capital expenditures are building improvements and leasing costs required to maintain current revenues.

FFO, NOI, EBITDA and AFFO 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 AFFO should not be considered as substitutes for net income 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 AFFO 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. Same store properties, for the period beginning January 1, 2015, include all properties owned prior to January 1, 2014 and held as an in-service 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, 2014 (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, the amortization of lease inducements and the amortization of above/below market rent. For the quarters ended September 30, 2015 and September 30, 2014, NOI was $64,115 and $60,678, respectively; the impact of straight-line rent, the amortization of lease inducements and the amortization of above/below market rent was $110 and $(232), respectively. Also, excluded from SS NOI for the quarter ended September 30, 2014 is a one-time restoration fee of $1,014. Lease termination fees of $76 and $875 for the quarters ended September 30, 2015 and 2014, respectively, should also be excluded in order to calculate SS NOI w/o Termination Fees. The Company excludes straight-line rent, amortization of lease inducements and above/below market rent 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 company’s real estate as compared to other companies. While SS NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. SS NOI also does not reflect general and administrative expense, acquisition costs, interest expense, depreciation and amortization, impairment charges, interest income, equity in income and loss from joint ventures, income tax benefit and expense, gains and losses on retirement of debt, sale of real estate, mark-to-market and settlement loss on interest rate protection agreements, capital expenditures and leasing costs, or trends in development and construction activities that could materially impact our results from operations. Further, the Company’s 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.

 

c) A one-time 2014 restoration fee is excluded from the calculation of AFFO. The adjustment also reduced building improvements by $1,014 and $2,236 for the three and nine months ended September 30, 2014, respectively.