First Industrial Realty Trust, Inc.: | ||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
First Industrial, L.P.: | ||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||
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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter). | |
Emerging growth company | |
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
FIRST INDUSTRIAL REALTY TRUST, INC. | ||
By: | /s/ SCOTT A. MUSIL | |
Scott A. Musil Chief Financial Officer (Principal Financial Officer) | ||
FIRST INDUSTRIAL, L.P. | ||
By: | FIRST INDUSTRIAL REALTY TRUST, INC. | |
as general partner | ||
By: | /s/ SCOTT A. MUSIL | |
Scott A. Musil Chief Financial Officer (Principal Financial Officer) | ||
• | Cash Rental Rates Were Up 9.7% in 4Q19 and 13.9% in 2019 |
• | Occupancy of 97.6%; Cash Same Store NOI Grew 2.1% in 4Q19 and 3.1% for the Year |
• | Increased First Quarter 2020 Dividend to $0.25 Per Share, an 8.7% Increase |
• | Completed $155 Million of Asset Sales in 4Q19; $261 Million for 2019; $26.5 Million in 1Q20 To-Date; Effectively Exited Indianapolis, St. Louis and Tampa Markets |
• | Leased 100% of the 556,000 Square-Foot First Aurora Commerce Center Building D in Denver |
• | Started Four New Development Projects Totaling 984,000 Square Feet in the Inland Empire West, Northwest Dallas and South Florida; Estimated Total Investment of $94.7 Million |
• | Placed in Service 13 Developments in 2019: 91% Leased, 4.4 Million Square Feet, Total Investment of $325 Million, Estimated Cash Yield of 6.7% |
• | Acquired Nine Buildings Totaling 542,000 Square Feet Plus 12 Land Parcels for $148 Million in 2019 |
• | In service occupancy was 97.6% at the end of the fourth quarter of 2019, compared to 97.7% at the end of the third quarter of 2019, and 98.5% at the end of the fourth quarter of 2018. |
• | Tenant retention of square footage up for renewal was 81.4% for the fourth quarter and 81.1% for the full year. |
• | Same property cash basis net operating income (“SS NOI”) increased 2.1%, primarily reflecting contractual rent escalations and increased rental rates on leasing, offset by lower average occupancy and the negative impact of tax true-ups in markets where taxes are paid in arrears. For the full year, SS NOI increased 3.1%. |
• | In the fourth quarter, rental rates increased 9.7% on a cash basis and 20.4% on a straight-line basis; leasing costs were $2.83 per square foot. For the full year, rental rates increased 13.9% on a cash basis and 26.0% on a straight-line basis; leasing costs were $2.03 per square foot. |
• | Leased 100% of its 556,000 square-foot First Aurora Commerce Center Building D in Denver. |
• | Placed in service seven developments, 88% leased, totaling 2.1 million square feet with an estimated total investment of $164.5 million and a cash yield of 6.1%. |
• | Completed development of five buildings in lease-up in Dallas and Houston totaling 915,000 square feet with an estimated total investment of $68.4 million; 13% leased. |
• | Commenced development of four projects totaling 984,000 square feet, with an estimated total investment of $94.7 million comprised of: |
◦ | First Sawgrass Commerce Center; South Florida; 104,000 square feet; $15.3 million estimated investment. |
◦ | First Park 121 Building E; Northwest Dallas; 435,000 square feet; $31.2 million estimated investment. |
◦ | First Redwood Logistics Center II Building C; Inland Empire West; 72,000 square feet; $12.6 million estimated investment. |
◦ | First Cypress Creek Commerce Center; South Florida; three buildings totaling 374,000 square feet; $35.6 million estimated investment. |
• | Acquired a 23,000 square-foot building in Seattle and four land parcels located in Miami and Los Angeles for a total of $43.9 million. |
• | Sold 29 buildings comprised of 3.6 million square feet and one land parcel for $155.2 million; included effective exits of the Indianapolis and St. Louis markets, with one building remaining in each market. |
• | Placed in service 13 developments, 91% leased, totaling 4.4 million square feet with an estimated total investment of $324.7 million and a cash yield of 6.7%. |
• | Acquired nine buildings totaling 542,000 square feet for $66.8 million. |
• | Acquired 12 land parcels for a total investment of $81.1 million. |
• | Entered into a 50-year ground lease in South Florida for a site on which 374,000 square feet of development has commenced. |
• | Sold 38 buildings totaling 5.2 million square feet and four land parcels for a total of $261.3 million. This excludes the sale of a 618,000 square-foot building in Phoenix for $54.5 million in which the tenant exercised its purchase option, which is scheduled to close in 3Q20. |
• | Acquired the 63-acre infill site for development of First Park Miami for $48.9 million; developable up to 1.2 million square feet. Planned first phase consisting of three buildings totaling approximately 600,000 square feet, estimated total investment of $90.0 million; expect to break ground in the Summer of 2020. |
• | Acquired a 23,000 square-foot building in the East Bay market of Northern California for $4.9 million. |
• | Sold remaining nine-building portfolio in Tampa comprised of 226,000 square feet for $26.5 million. |
Low End of | High End of | |||||
Guidance for 2020 | Guidance for 2020 | |||||
(Per share/unit) | (Per share/unit) | |||||
Net Income | 0.92 | 1.02 | ||||
Add: Real Estate Depreciation/Amortization | 0.96 | 0.96 | ||||
Less: Net Gain on Sale of Real Estate Through February 12, 2020 | (0.11 | ) | (0.11 | ) | ||
FFO (NAREIT Definition) | $1.77 | $1.87 | ||||
Plus: Severance Costs Related to Closure of Indianapolis Office and Costs Related to Projected Vesting of Equity Awards for Retirement Eligible Employees | 0.01 | 0.01 | ||||
FFO Before Severance Costs Related to Closure of Indianapolis Office and Costs Related to Projected Vesting of Equity Awards for Retirement Eligible Employees | $1.78 | $1.88 |
• | Average quarter-end in service occupancy of 97.0% to 98.0%. For 1Q20, we anticipate a typical seasonal reduction of occupancy of approximately 75 to 100 basis points. |
• | Same property NOI growth on a cash basis before termination fees of 4.0% to 5.5% for the full year. This range assumes 2020 bad debt expense of $2.0 million compared to $516,000 of realized bad debt expense in 2019. |
• | General and administrative expense of approximately $31.0 million to $32.0 million. This excludes approximately $1.5 million of severance costs from the closure of our Indianapolis office and costs related to projected vesting of equity awards for retirement-eligible employees. |
• | Guidance includes the incremental costs expected in 2020 related to the Company’s developments completed and under construction as of December 31, 2019 and the aforementioned future start of First Park Miami. In total, the Company expects to capitalize $0.03 per share of interest related to these development projects in 2020. |
• | Guidance reflects the expected payoff of an approximately $15.1 million secured debt maturity in the second quarter with an interest rate of 6.5%. |
• | Guidance reflects the impact of the expected sale of the 618,000 square-foot building in Phoenix in 3Q20 discussed above. |
• | Other than the above, guidance does not include the impact of: |
◦ | any other future debt repurchases prior to maturity or future debt issuances, |
◦ | any future investments or property sales after the date of this earnings release, |
◦ | any future gains related to the final settlement of two insurance claims for damaged properties previously disclosed, or |
◦ | any future equity issuances. |
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | December 31 | December 31, | |||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Statements of Operations and Other Data: | ||||||||||||||||
Total Revenues (a) | $ | 110,758 | $ | 105,082 | $ | 425,984 | $ | 403,954 | ||||||||
Property Expenses (a) | (30,642 | ) | (30,424 | ) | (116,585 | ) | (116,854 | ) | ||||||||
General and Administrative (b) | (8,040 | ) | (6,279 | ) | (28,569 | ) | (27,749 | ) | ||||||||
Impairment of Real Estate | — | — | — | (2,756 | ) | |||||||||||
Depreciation of Corporate FF&E | (186 | ) | (223 | ) | (713 | ) | (800 | ) | ||||||||
Depreciation and Other Amortization of Real Estate | (31,065 | ) | (30,640 | ) | (120,516 | ) | (115,659 | ) | ||||||||
Total Expenses | (69,933 | ) | (67,566 | ) | (266,383 | ) | (263,818 | ) | ||||||||
Gain on Sale of Real Estate | 71,564 | 28,309 | 124,942 | 81,600 | ||||||||||||
Interest Expense | (12,708 | ) | (12,957 | ) | (50,273 | ) | (50,775 | ) | ||||||||
Amortization of Debt Issuance Costs | (788 | ) | (854 | ) | (3,218 | ) | (3,404 | ) | ||||||||
Loss from Retirement of Debt | — | — | — | (39 | ) | |||||||||||
Income from Operations Before Equity in (Loss) Income of Joint Venture and Income Tax (Provision) Benefit | $ | 98,893 | $ | 52,014 | $ | 231,052 | $ | 167,518 | ||||||||
Equity in (Loss) Income of Joint Venture | (53 | ) | (77 | ) | 16,235 | (276 | ) | |||||||||
Income Tax (Provision) Benefit | (14 | ) | (1 | ) | (3,406 | ) | 92 | |||||||||
Net Income | $ | 98,826 | $ | 51,936 | $ | 243,881 | $ | 167,334 | ||||||||
Net Income Attributable to the Noncontrolling Interest | (1,965 | ) | (1,109 | ) | (5,106 | ) | (4,095 | ) | ||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 96,861 | $ | 50,827 | $ | 238,775 | $ | 163,239 | ||||||||
RECONCILIATION OF NET INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.'S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO FFO (c) AND AFFO (c) | ||||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 96,861 | $ | 50,827 | $ | 238,775 | $ | 163,239 | ||||||||
Depreciation and Other Amortization of Real Estate | 31,065 | 30,640 | 120,516 | 115,659 | ||||||||||||
Impairment of Depreciable Real Estate | — | — | — | 2,285 | ||||||||||||
Noncontrolling Interest | 1,965 | 1,109 | 5,106 | 4,095 | ||||||||||||
Gain on Sale of Depreciable (and Non-Depreciable for 2019) Real Estate | (71,564 | ) | (28,249 | ) | (124,942 | ) | (80,909 | ) | ||||||||
Gain on Sale of Real Estate from Joint Venture | — | — | (16,714 | ) | — | |||||||||||
Income Tax Provision - Gain on Sale of Real Estate from Joint Venture | — | — | 3,095 | — | ||||||||||||
Funds From Operations (NAREIT) ("FFO") (c) | $ | 58,327 | $ | 54,327 | $ | 225,836 | $ | 204,369 | ||||||||
Loss from Retirement of Debt | — | — | — | 39 | ||||||||||||
Amortization of Stock Based Compensation | 2,431 | 1,897 | 8,376 | 7,586 | ||||||||||||
Amortization of Debt Discounts (Premiums) and Hedge Costs | 104 | (10 | ) | 239 | (44 | ) | ||||||||||
Amortization of Debt Issuance Costs | 788 | 854 | 3,218 | 3,404 | ||||||||||||
Depreciation of Corporate FF&E | 186 | 223 | 713 | 800 | ||||||||||||
Impairment of Non-Depreciable Real Estate | — | — | — | 471 | ||||||||||||
Gain on Sale of Non-Depreciable Real Estate (for 2018) | — | (60 | ) | — | (691 | ) | ||||||||||
Non-incremental Building Improvements | (6,007 | ) | (5,410 | ) | (13,809 | ) | (14,065 | ) | ||||||||
Non-incremental Leasing Costs | (8,510 | ) | (6,990 | ) | (20,139 | ) | (24,297 | ) | ||||||||
Capitalized Interest | (1,596 | ) | (1,002 | ) | (5,757 | ) | (5,869 | ) | ||||||||
Capitalized Overhead | (767 | ) | (727 | ) | (3,225 | ) | (1,714 | ) | ||||||||
Straight-Line Rent, Amortization of Above (Below) Market Leases and Lease Inducements | (3,810 | ) | (901 | ) | (11,570 | ) | (2,479 | ) | ||||||||
Adjusted Funds From Operations ("AFFO") (c) | $ | 41,146 | $ | 42,201 | $ | 183,882 | $ | 167,510 |
RECONCILIATION OF NET INCOME AVAILABLE TO FIRST INDUSTRIAL REALTY TRUST, INC.'S COMMON STOCKHOLDERS AND PARTICIPATING SECURITIES TO ADJUSTED EBITDA (c) AND NOI (c) | ||||||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | December 31, | December 31, |
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 96,861 | $ | 50,827 | $ | 238,775 | $ | 163,239 | ||||||||
Interest Expense | 12,708 | 12,957 | 50,273 | 50,775 | ||||||||||||
Depreciation and Other Amortization of Real Estate | 31,065 | 30,640 | 120,516 | 115,659 | ||||||||||||
Impairment of Real Estate | — | — | — | 2,756 | ||||||||||||
Severance Expense (b) | — | — | — | 1,298 | ||||||||||||
Income Tax Provision (Benefit) | 14 | 1 | 311 | (92 | ) | |||||||||||
Income Tax Provision - Gain on Sale of Real Estate from Joint Venture | — | — | 3,095 | — | ||||||||||||
Noncontrolling Interest | 1,965 | 1,109 | 5,106 | 4,095 | ||||||||||||
Loss from Retirement of Debt | — | — | — | 39 | ||||||||||||
Amortization of Debt Issuance Costs | 788 | 854 | 3,218 | 3,404 | ||||||||||||
Depreciation of Corporate FF&E | 186 | 223 | 713 | 800 | ||||||||||||
Gain on Sale of Real Estate | (71,564 | ) | (28,309 | ) | (124,942 | ) | (81,600 | ) | ||||||||
Gain on Sale of Real Estate from Joint Venture | — | — | (16,714 | ) | — | |||||||||||
Adjusted EBITDA (c) | $ | 72,023 | $ | 68,302 | $ | 280,351 | $ | 260,373 | ||||||||
General and Administrative (b) | 8,040 | 6,279 | 28,569 | 26,451 | ||||||||||||
FFO from Joint Venture | 53 | 77 | 479 | 276 | ||||||||||||
Net Operating Income ("NOI") (c) | $ | 80,116 | $ | 74,658 | $ | 309,399 | $ | 287,100 | ||||||||
Non-Same Store NOI | (12,561 | ) | (8,787 | ) | (44,600 | ) | (30,958 | ) | ||||||||
Same Store NOI Before Same Store Adjustments (c) | $ | 67,555 | $ | 65,871 | $ | 264,799 | $ | 256,142 | ||||||||
Straight-line Rent | (231 | ) | 680 | 301 | 727 | |||||||||||
Above (Below) Market Lease Amortization | (260 | ) | (260 | ) | (1,027 | ) | (1,013 | ) | ||||||||
Lease Termination Fees | (345 | ) | (922 | ) | (1,575 | ) | (1,183 | ) | ||||||||
Same Store NOI (Cash Basis without Termination Fees) (c) | $ | 66,719 | $ | 65,369 | $ | 262,498 | $ | 254,673 | ||||||||
Weighted Avg. Number of Shares/Units Outstanding - Basic | 128,837 | 128,526 | 128,831 | 126,921 | ||||||||||||
Weighted Avg. Number of Shares Outstanding - Basic | 126,682 | 125,897 | 126,392 | 123,804 | ||||||||||||
Weighted Avg. Number of Shares/Units Outstanding - Diluted | 129,308 | 128,878 | 129,241 | 127,308 | ||||||||||||
Weighted Avg. Number of Shares Outstanding - Diluted | 127,030 | 126,249 | 126,691 | 124,191 | ||||||||||||
Per Share/Unit Data: | ||||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 96,861 | $ | 50,827 | $ | 238,775 | $ | 163,239 | ||||||||
Less: Allocation to Participating Securities | (199 | ) | (164 | ) | (518 | ) | (513 | ) | ||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders | $ | 96,662 | $ | 50,663 | $ | 238,257 | $ | 162,726 | ||||||||
Basic Per Share | $ | 0.76 | $ | 0.40 | $ | 1.89 | $ | 1.31 | ||||||||
Diluted Per Share | $ | 0.76 | $ | 0.40 | $ | 1.88 | $ | 1.31 | ||||||||
FFO (NAREIT) (c) | $ | 58,327 | $ | 54,327 | $ | 225,836 | $ | 204,369 | ||||||||
Less: Allocation to Participating Securities | (186 | ) | (172 | ) | (679 | ) | (625 | ) | ||||||||
FFO (NAREIT) Allocable to Common Stockholders and Unitholders | $ | 58,141 | $ | 54,155 | $ | 225,157 | $ | 203,744 | ||||||||
Basic Per Share/Unit | $ | 0.45 | $ | 0.42 | $ | 1.75 | $ | 1.61 | ||||||||
Diluted Per Share/Unit | $ | 0.45 | $ | 0.42 | $ | 1.74 | $ | 1.60 | ||||||||
Common Dividends/Distributions Per Share/Unit | $ | 0.2300 | $ | 0.2175 | $ | 0.9200 | $ | 0.8700 | ||||||||
Balance Sheet Data (end of period): | December 31, 2019 | December 31, 2018 | ||||||||||||||
Gross Real Estate Investment | $ | 3,830,209 | $ | 3,673,644 | ||||||||||||
Total Assets | 3,518,828 | 3,142,691 | ||||||||||||||
Debt | 1,483,565 | 1,297,783 | ||||||||||||||
Total Liabilities | 1,720,565 | 1,462,780 | ||||||||||||||
Total Equity | $ | 1,798,263 | $ | 1,679,911 |
b) | Twelve Months Ended December 31, 2018 | |||
General and Administrative per the Form 10-Q | $ | 27,749 | ||
Severance Expense | (1,298 | ) | ||
General and Administrative per Reconciliation within the Selected Financial Data | $ | 26,451 |