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FR > SEC Filings for FR > Form 10-Q on 5-Nov-2012All Recent SEC Filings

Show all filings for FIRST INDUSTRIAL REALTY TRUST INC

Form 10-Q for FIRST INDUSTRIAL REALTY TRUST INC


5-Nov-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). 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 our 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, 2011, and in this quarterly report. We caution you not to place undue reliance on forward looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms "Company," "we," "us," and "our" refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the "Operating Partnership."

GENERAL

The Company was organized in the state of Maryland on August 10, 1993. We are a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). We began operations on July 1, 1994. Our interests in our properties and land parcels are held through partnerships, corporations, and limited liability companies controlled, directly or indirectly, by the Company, including the Operating Partnership, of which we are the sole general partner with an approximate 95.2% ownership interest at September 30, 2012, and through our taxable REIT subsidiaries. We also conduct operations through other partnerships and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. Noncontrolling interest of approximately 4.8% at September 30, 2012 represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture" and, collectively, the "Joint Ventures"). The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein. The 2007 Europe Joint Venture does not own any properties. See Note 4 to the Consolidated Financial Statements for more information on the Joint Ventures.

As of September 30, 2012, we owned 716 industrial properties located in 26 states in the United States and one province in Canada, containing an aggregate of approximately 62.7 million square feet of gross leasable area ("GLA").


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We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:

First Industrial Realty Trust, Inc.

311 S. Wacker Drive, Suite 3900

Chicago, IL 60606

Attn: Investor Relations

MANAGEMENT'S OVERVIEW

We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.

We generate revenue primarily from rental income and tenant recoveries from long-term (generally three to six years) operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to proceeds generated from gains/losses on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

Our revenue growth is also dependent, in part, on our ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Company seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to identify opportunities to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including both publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries, for our operations. Currently, a significant portion of our proceeds from sales are being used to repay outstanding debt. Market conditions permitting, however, a portion of our proceeds from such sales may be used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general


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economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we were unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

We utilize a portion of the net sales proceeds from property sales, borrowings under our unsecured credit facility (the "Unsecured Credit Facility") and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions and developments or through the issuance, when and as warranted, of additional equity securities. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our preferred stock and debt, the market's perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

RESULTS OF OPERATIONS

Comparison of Nine Months Ended September 30, 2012 to Nine Months Ended September 30, 2011

Our net loss available to First Industrial Realty Trust, Inc.'s common stockholders and participating securities was $13.6 million and $22.3 million for the nine months ended September 30, 2012 and 2011, respectively. Basic and diluted net loss available to First Industrial Realty Trust, Inc.'s common stockholders was $0.15 per share and $0.28 per share for the nine months ended September 30, 2012 and 2011, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the nine months ended September 30, 2012 and 2011. Same store properties are properties owned prior to January 1, 2011 and held as an operating property through September 30, 2012 and developments and redevelopments that were placed in service prior to January 1, 2011 or were substantially completed for the 12 months prior to January 1, 2011. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions that are less than 75% occupied at the date of acquisition, developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2010 and held as an operating property through September 30, 2012. Sold properties are properties that were sold subsequent to December 31, 2010. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2011 or b) stabilized prior to January 1, 2011. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

During the period between January 1, 2011 and September 30, 2012, two same store properties, comprising approximately 0.1 million square feet, were moved from the same store classification to the redevelopment classification. As of September 30, 2012, redevelopment activities for both properties are complete. These properties will be placed in service upon the earlier of a) stabilized occupancy (generally defined as 90% occupied) or b) one year subsequent to redevelopment construction completion and will be moved back to the same store classification after the properties have been placed in service for at least two consecutive calendar years.

Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.

For the nine months ended September 30, 2012 and 2011, the average occupancy rates of our same store properties were 87.3% and 86.2%, respectively.


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                                               Nine Months Ended
                                                 September 30,
                                             2012             2011           $ Change        % Change
                                                                  ($ in 000's)
REVENUES
Same Store Properties                      $ 238,278        $ 236,494        $   1,784             0.8 %
Acquired Properties                            3,211              799            2,412           301.9 %
Sold Properties                                6,136           13,353           (7,217 )         (54.0 )%
(Re) Developments and Land, Not
Included Above                                   742              511              231           45.2. %
Other                                          5,116            3,067            2,049            66.8 %

                                           $ 253,483        $ 254,224        $    (741 )          (0.3 )%
Discontinued Operations                       (7,121 )        (14,394 )          7,273           (50.5 )%

Total Revenues                             $ 246,362        $ 239,830        $   6,532             2.7 %

Revenues from same store properties increased $1.8 million primarily due to an increase in average occupancy and an increase in termination fees, partially offset by a decrease in tenant recovery income. Revenues from acquired properties increased $2.4 million due to the two industrial properties acquired subsequent to December 31, 2010 totaling approximately 1.1 million square feet of GLA. Revenues from sold properties decreased $7.2 million due to the 61 industrial properties sold subsequent to December 31, 2010 totaling approximately 7.0 million square feet of GLA. Revenues from (re)developments and land increased $0.2 million primarily due to an increase in occupancy. Other revenues increased $2.0 million primarily due to the reversal of an allowance for deferred rent receivable related to certain tenants.

                                                     Nine Months Ended
                                                       September 30,
                                                    2012           2011         $ Change        % Change
                                                                       ($ in 000's)
PROPERTY EXPENSES
Same Store Properties                             $ 70,803       $ 74,110       $  (3,307 )          (4.5 )%
Acquired Properties                                    655            155             500           322.6 %
Sold Properties                                      2,293          5,141          (2,848 )         (55.4 )%
(Re) Developments and Land, Not Included Above         840            623             217            34.8 %
Other                                                8,434          8,149             285             3.5 %

                                                  $ 83,025       $ 88,178       $  (5,153 )          (5.8 )%
Discontinued Operations                             (2,852 )       (5,838 )         2,986           (51.1 )%

Total Property Expenses                           $ 80,173       $ 82,340       $  (2,167 )          (2.6 )%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties decreased $3.3 million due primarily to a decrease in real estate tax expense resulting from an increase in refunds received relating to previous tax years and a decrease in repairs and maintenance expense resulting from lower snow removal costs incurred due to the mild 2012 winter. Property expenses from acquired properties increased $0.5 million due to properties acquired subsequent to December 31, 2010. Property expenses from sold properties decreased $2.8 million due to properties sold subsequent to December 31, 2010. Property expenses from (re)developments and land increased by $0.2 million due to an increase in real estate tax expense. Other expenses remained relatively unchanged.

General and administrative expense increased $1.4 million, or 9.0%, during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011 due primarily to an increase in incentive compensation expense, professional fees and an increase in franchise tax expense due to the reversal of a state franchise tax reserve relating to the 1996-2001 tax years during the nine months ended September 30, 2011.

For the nine months ended September 30, 2011, we incurred $1.6 million in restructuring charges to provide for costs associated with the termination of a certain office lease ($1.2 million) and other costs ($0.4 million) associated with implementing our restructuring plan.

For industrial properties that no longer qualify to be classified as held for sale, any impairment charge or reversal recorded during the nine months ended September 30, 2012 and 2011 is reflected in continuing operations. Additionally, any impairment charge or reversal related to a land parcel, whether held for sale or held for use, is reflected in continuing operations. The impairment reversal included in continuing operations for the nine months ended September 30, 2012 and 2011 of $0.2 million and $7.1 million, respectively, is primarily comprised of a reversal of impairment relating to certain industrial properties and/or land parcels that no longer qualify for held for sale classification.


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                                                Nine Months Ended
                                                  September 30,
                                               2012            2011          $ Change        % Change
                                                                   ($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties                        $ 89,031        $ 85,713        $   3,318             3.9 %
Acquired Properties                             1,950             762            1,188           155.9 %
Sold Properties                                   722           2,821           (2,099 )         (74.4 )%
(Re) Developments and Land, Not Included
Above                                             526             446               80            17.9 %
Corporate Furniture, Fixtures and
Equipment                                         836           1,098             (262 )         (23.9 )%

                                             $ 93,065        $ 90,840        $   2,225             2.4 %
Discontinued Operations                        (1,263 )        (3,320 )          2,057           (62.0 )%

Total Depreciation and Other
Amortization                                 $ 91,802        $ 87,520        $   4,282             4.9 %

Depreciation and other amortization for same store properties increased $3.3 million primarily due to depreciation taken for properties that were classified as held for sale in 2011 but no longer classified as held for sale in 2012. Depreciation and other amortization from acquired properties increased $1.2 million due to properties acquired subsequent to December 31, 2010. Depreciation and other amortization from sold properties decreased $2.1 million due to properties sold subsequent to December 31, 2010. Depreciation and other amortization for (re)developments and land and other remained relatively unchanged. Corporate furniture, fixtures and equipment depreciation expense decreased $0.3 million due to assets becoming fully depreciated.

Interest income decreased $0.8 million, or 25.5%, primarily due to a decrease in the weighted average interest rate for mortgage loan receivables for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011.

Interest expense, inclusive of $0 and $0.1 million of interest expense included in discontinued operations, for the nine months ended September 30, 2012 and 2011, respectively, decreased $13.0 million, or 16.9%, primarily due to a decrease in the weighted average debt balance outstanding for the nine months ended September 30, 2012 ($1,465.6 million) as compared to the nine months ended September 30, 2011 ($1,627.9 million), an increase in capitalized interest of $1.0 million for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011due to an increase in development activities, and a decrease in the weighted average interest rate for the nine months ended September 30, 2012 (5.94%), as compared to the nine months ended September 30, 2011 (6.34%).

Amortization of deferred financing costs decreased $0.6 million, or 19.9%, due primarily to lower deferred financing costs due to the write off of financing costs related to the repurchase and retirement of certain of our senior unsecured notes, the replacement of our previous credit facility with the Unsecured Credit Facility in December 2011, and the early retirement of certain mortgage loans, partially offset by the costs associated with the origination of mortgage financings during 2012 and 2011.

In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of the Company's Series F Preferred Stock. The Series F Agreement has a notional value of $50.0 million and is effective from April 1, 2009 through October 1, 2013. The Series F Agreement fixes the 30 year Treasury constant maturity treasury ("CMT") rate at 5.2175%. We recorded $0.3 million in mark-to-market loss, inclusive of $0.9 million in swap payments, which is included in Mark-to-Market Loss on Interest Rate Protection Agreements for the nine months ended September 30, 2012, as compared to $1.6 million in mark-to-market loss, inclusive of $0.3 million in swap payments, for the nine months ended September 30, 2011.

For the nine months ended September 30, 2012, we recognized a net loss from retirement of debt of $6.6 million due to the partial repurchase of a certain series of our senior unsecured notes. For the nine months ended September 30, 2011, we recognized a net loss from retirement of debt of $4.6 million due to the early payoff of certain mortgage loans, the partial repurchase of certain series of our senior unsecured notes and a loss on a transfer of a property to a lender in satisfaction of a mortgage loan.

Foreign currency exchange loss of $0.3 million for the nine months ended September 30, 2011 relating to the Company's wind-down of operations in Canada.

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