Published:
First Industrial Realty Trust Reports Third Quarter 2009 Results
CHICAGO, Nov. 4 /PRNewswire-FirstCall/ -- First Industrial Realty Trust, Inc. (NYSE: FR), a leading provider of industrial real estate supply chain solutions, today announced results for the quarter ended September 30, 2009. Diluted net income (loss) available to common stockholders per share (EPS) was $(0.04), compared to $0.08 in third quarter 2008. For the third quarter 2009, funds from operations (FFO) were $0.57 per share/unit on a diluted basis, up from $0.44 per share/unit a year ago. EPS and FFO results for the third quarter of 2009 reflect several one-time items including a $0.36 per share gain on retirement of debt, an income tax benefit of $0.13 per share, a non-cash loss of $0.14 per share related to an impairment charge for real estate and an $0.11 per share impairment charge related to certain of the Company's joint ventures.
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"We made further progress during the quarter on our plan to reduce total leverage with a focus on our 2011 and 2012 maturities," said Bruce W. Duncan, president and CEO. "With the new equity capital we successfully raised, along with proceeds from additional secured financing transactions and asset sales, we will continue to execute on our deleveraging plan."
Mr. Duncan added, "Our portfolio performance in the quarter reflected the competitive industry and economic conditions, as the level of vacancies relative to customer demand continued to impact our occupancy and rental rates. We are encouraged, however, by the level of interest in our available space in virtually all of our markets, and our regional teams are squarely focused on improving our portfolio occupancy over time."
Portfolio Performance for On Balance Sheet Properties
-- In-service occupancy was 81.7%, compared to 82.1% in the second quarter
-- Retained tenants in 82.4% of square footage up for renewal, up from an
average of 61.3% for the first half of 2009
-- Excluding lease termination fees, same property cash basis net operating
income (NOI) declined 7.8%. Including lease termination fees, same
property NOI declined 7.7%
-- Rental rates decreased 9.4%; leasing costs were $2.20 per square foot
Capital Markets Activities and Financial Position (Balance Sheet Information)
-- Closed five secured financing transactions in the third quarter totaling
$47.1 million secured by 21 properties totaling approximately 1.6
million square feet with a 6.99% weighted average interest rate with
maturities ranging from five to seven years
-- Closed three secured financing transactions in the fourth quarter to
date totaling $54.0 million, secured by 14 properties totaling
approximately 1.9 million square feet with a weighted average interest
rate of 7.32% and maturities averaging five years
-- Completed the issuance of 3.0 million shares of the Company's common
stock, generating approximately $15.9 million in net proceeds, under the
direct stock purchase component of the Company's dividend reinvestment
and direct stock purchase plan
-- Completed common stock offering of 13.6 million shares in October for
net proceeds of approximately $68.3 million
-- Repurchased a total of approximately $123.7 million of senior unsecured
debt in the third quarter at an average purchase price of 84% of par,
consisting of:
-- $44.1 million of its 7.375% March 2011 senior notes
-- $1.0 million of its 4.625% September 2011 exchangeable notes
-- $40.2 million of its 6.875% April 2012 senior notes; and
-- $38.4 million of senior notes with maturities beyond 2012
-- Repurchased an additional $12.6 million of senior unsecured debt in the
fourth quarter to date
-- Less than $19 million of debt maturing and principal payments due
through the end of 2010
-- 85% of real estate assets are unencumbered by mortgages
-- 7.5 years weighted average maturity of permanent debt
"We generated additional capital for our deleveraging plan using a three-pronged approach of secured financings, asset sales and equity issuances," said Scott Musil, acting chief financial officer. "During the third quarter, we repurchased $124 million of senior unsecured debt at a 16% discount to par, with an additional $12.6 million repurchased in the fourth quarter to date. Since June 30, 2009, we have reduced the amounts due on our 2011 and 2012 senior unsecured notes by a combined $90 million."
Asset Sales
Balance Sheet
-- Sold seven facilities totaling 307,000 square feet, including five
vacant facilities, plus three land parcels, for a total of $25.2 million
Joint Ventures
-- Sold one building totaling 157,000 square feet and one land parcel for a
total of $12.0 million
Common Dividend Policy
As previously announced, First Industrial's dividend policy is to distribute the minimum amount required to maintain its REIT status. If required to pay common stock dividends in 2009, depending on its taxable income, the Company may elect to satisfy this obligation by distributing a combination of cash and common shares. The Company will make a determination regarding its 2009 dividend at year-end.
Anticipated Tax Refund
During the third quarter, as previously announced, First Industrial significantly restructured the operations of a taxable REIT subsidiary after receiving a favorable private letter ruling from the Internal Revenue Service (IRS). As a result of the restructuring, the subsidiary recognized tax losses on a number of properties and investments in certain of its joint ventures whose tax basis was greater than fair market value. Under federal income tax rules, the Company believes that the subsidiary is able to carry back these tax losses to offset taxable income it had previously recognized. Consequently, the Company expects to apply for and receive a federal income tax refund of approximately $27.0 million before the end of the first quarter of 2010. However, the tax refund could be challenged by the IRS, or delayed by the Company's filing of the necessary tax returns on a date that is later than anticipated, or by other reasons that the Company does not foresee, any of which may result in a delay or a diminution of the expected tax refund.
Expense Reduction Actions
As announced on September 29, 2009, First Industrial undertook further organizational and overhead cost reductions as part of its plan to align its cost structure with industry conditions and its level of business activity. These actions are expected to result in annualized savings in the range of approximately $8.0 million to $8.4 million. As a result of these actions, the Company incurred a pre-tax restructuring charge to earnings in the third quarter of $1.4 million, in addition to the $4.8 million of charges recorded in the first half of 2009, consisting primarily of one-time termination benefits and including office closing and other costs.
Joint Venture Activity
As previously disclosed, on September 18, 2009, First Industrial received a notice from the counterparty in the 2006 Net Lease Co-Investment Program that such counterparty is exercising the buy/sell provision in the program's governing agreement to either purchase our 15% interests in the real property assets currently owned by the program or sell to us its interests in some or all of such assets, along with an additional real property asset in another program which we manage but in which we have no ownership interest. Under that buy/sell provision, the Company has a 60 day period during which to respond. The Company is currently evaluating its alternatives, but now anticipates that it will accept the counterparty's offered price to purchase the Company's interests in all of the program's real property assets. As a result, the Company recognized an impairment charge of approximately $5.6 million as a result of the difference between its basis in its joint venture interest and the offered price. The purchasing party for each asset in the program will be required to pay within six months, or other mutually agreed upon time. First Industrial's fees from this program and from its management of the additional asset were approximately $0.5 million in the third quarter of 2009.
Also as previously announced, effective September 2, 2009, First Industrial no longer serves as asset, property and leasing manager for two properties in another net lease program with the same counterparty and in which the Company has no equity investment. The Company's fees from this contract were approximately $0.1 million in the third quarter of 2009. The Company received a one-time termination fee of approximately $0.9 million in the third quarter from the termination of this management agreement.
Balance Sheet Property Impairment Charge
First Industrial recognized a non-cash impairment charge of $6.9 million for the third quarter with respect to one balance sheet property comprised of 212,545 square feet located in the Inland Empire. Based on the Company's leasing assumptions for its intended holding period for the property, the Company determined the property's book value was impaired. As a result, the Company recognized a non-cash impairment charge based on the difference between the fair value of the property and its carrying value.
Outlook
Mr. Duncan stated, "We believe the picture for customer demand has improved since last quarter based on the heightened level of leasing interest in our available properties, although this activity has yet to manifest itself through increased lease signings. We expect new supply in the market to be limited for the next several quarters, which could benefit our portfolio if the economic recovery continues to gain traction."
Low End of High End of
Guidance for Guidance for
2009 2009
(Per share/unit) (Per share/unit)
---------------- ----------------
Net Loss Available to Common Stockholders $(0.90) $(0.80)
Add: Real Estate Depreciation/Amortization 2.85 2.85
Gain from Sale of Depreciated Properties
YTD 2009 (0.37) (0.37)
----- -----
FFO (NAREIT Definition) $1.58 $1.68
===== =====
FFO Excluding Restructuring Charges $1.71 $1.81
===== =====
The following assumptions were used:
-- Average in-service occupancy for 2009 of 82.0% to 83.0%, representing a
tightening of the range by 0.5% at both ends
-- Same-store NOI of -4% to -5% for the full year, representing a
tightening of the prior range of -4% to -6%.
-- JV FFO of $10 million to $12 million, representing a reduction of $3.5
million at the midpoint, primarily due to the impairment charge related
to 2006 Net Lease Co-Investment Program, partially offset by the
one-time termination fee from a net lease program as discussed above
-- General and administrative expense of approximately $39.5 million to
$40.5 million, a reduction from prior guidance due to the additional
expense reduction actions in the quarter
-- Restructuring charges of $7.2 million ($4.2 million cash, $3.0 million
non-cash)
-- The Company has repurchased $12.6 million of debt since September 30,
2009. Included in FFO and EPS guidance is approximately $0.02 per share
of gain related to the repurchase of this debt. The Company is
targeting additional debt repurchases in 2009; however, the impact of
any future repurchases is not reflected in the FFO and EPS guidance
above.
-- The Company plans to sell additional properties in 2009 depending upon
market conditions, including previously depreciated assets, the impact
of which is not included in FFO under the NAREIT definition. The impact
of future sales is also excluded from our 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 the United States and Canada, 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.
First Industrial Realty Trust, Inc. (NYSE: FR) provides industrial real estate solutions for every stage of a customer's supply chain, no matter how large or complex. Across major markets in North America, our local market experts manage, lease, buy, (re)develop, and sell industrial properties, including all of the major facility types - bulk and regional distribution centers, light industrial, manufacturing, and R&D/flex. We have a track record of industry leading customer service, and in total, we own, manage and have under development 94 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 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. 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 affect 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, 2008 and in the Company's subsequent quarterly reports on Form 10-Q. 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 report 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.
A schedule of selected financial information is attached.
First Industrial Realty Trust, Inc. will host a quarterly conference call at 11:00 a.m. EST, 10:00 a.m. CST, on Thursday, November 5, 2009. The conference 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. A replay of the conference call will also be available on the website.
The Company's third quarter supplemental information can be viewed on First Industrial's website, www.firstindustrial.com, on the Investor Relations page.
FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit)
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
As As
Adjusted Adjusted
(a) (a)
September September September September
30, 30, 30, 30,
2009 2008 2009 2008
---- ---- ---- ----
Statement of Operations and Other Data:
Total Revenues (b) $105,098 $136,301 $323,892 $374,531
Property Expenses (30,371) (30,114) (94,088) (93,173)
General & Administrative
Expense (8,391) (18,088) (30,141) (64,342)
Restructuring Costs (1,380) - (6,196) -
Impairment of Real Estate (6,934) - (6,934) -
Depreciation of Corporate
F,F&E (526) (539) (1,669) (1,513)
Depreciation and Amortization
of Real Estate (36,507) (38,174) (110,063) (116,919)
Construction Expenses (b) (14,895) (41,895) (50,567) (96,628)
------- ------- ------- -------
Total Expenses (99,004) (128,810) (299,658) (372,575)
Interest Income 731 1,054 2,013 2,816
Interest Expense (29,119) (27,039) (86,608) (84,301)
Amortization of Deferred
Financing Costs (758) (707) (2,220) (2,132)
Mark-to-Market (Loss) Gain on
Interest Rate Protection
Agreements (555) - 2,861 -
Gain from Early Retirement of
Debt 18,179 1,260 22,165 2,749
------ ----- ------ -----
Loss from Continuing Operations
Before Equity in Net (Loss)
Income of Joint Ventures
and Income
Tax Benefit (5,428) (17,941) (37,555) (78,912)
Equity in Net (Loss) Income
of Joint Ventures (c) (5,889) 725 (4,309) 7,295
Income Tax Benefit 6,114 2,074 10,975 7,276
----- ----- ------ -----
Loss from Continuing
Operations (5,203) (15,142) (30,889) (64,341)
Income from Discontinued
Operations (Including Gain
on Sale of Real Estate
of $6,734 and $22,548
for the Three Months Ended
September 30, 2009 and
2008, respectively and
$15,054 and $166,393 for
the Nine Months Ended
September 30, 2009 and 2008,
respectively) (d) 7,430 24,130 16,724 179,389
(Provision) Benefit for Income
Taxes Allocable to Discontinued
Operations (Including a
(Provision) Benefit Allocable
to Gain on Sale of Real
Estate of $(238) and $26 for
the Three Months Ended
September 30, 2009 and 2008,
respectively and $158 and
$(2,748) for the Nine Months
Ended September 30, 2009
and 2008,
respectively) (d) (96) (75) 30 (3,379)
--- --- -- ------
Income (Loss) Before Gain on
Sale of Real Estate 2,131 8,913 (14,135) 111,669
Gain on Sale of Real Estate 261 - 721 12,008
Benefit (Provision) for
Income Taxes Allocable to
Gain on Sale of Real Estate 380 - (151) (2,909)
--- --- ---- ------
Net Income (Loss) 2,772 8,913 (13,565) 120,768
Net Loss (Income)
Attributable to the
Noncontrolling Interest 193 (454) 3,100 (13,293)
--- ---- ----- -------
Net Income (Loss)
Attributable to First
Industrial Realty Trust,
Inc. 2,965 8,459 (10,465) 107,475
Preferred Dividends (4,913) (4,857) (14,594) (14,571)
----- ----- ------ ------
Net (Loss) Income Available
to First Industrial Realty
Trust, Inc.'s
Common Stockholders and
Participating Securities $(1,948) $3,602 $(25,059) $92,904
======= ====== ======== =======
RECONCILIATION OF NET
(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 $(1,948) $3,602 $(25,059) $92,904
Depreciation and Amortization
of Real Estate 36,507 38,174 110,063 116,919
Depreciation and Amortization
of Real Estate Included
in Discontinued Operations 451 1,654 2,292 9,056
Noncontrolling Interest (193) 454 (3,100) 13,293
Depreciation and Amortization
of Real Estate - Joint
Ventures (c) 1,151 1,965 4,097 5,688
Accumulated Depreciation/
Amortization on Real Estate
Sold (4,820) (12,804) (10,262) (92,302)
Accumulated Depreciation/
Amortization on Real
Estate Sold -
Joint Ventures (c) (122) (632) (122) (1,499)
Non-NAREIT Compliant Economic
Gains (1,917) (9,744) (4,816) (75,503)
Non-NAREIT Compliant Economic
Gains from Joint Ventures (c) (28) (318) (61) (2,430)
--- ---- --- ------
Funds From Operations
(NAREIT) ("FFO") (e) $29,081 $22,351 $73,032 $66,126
Gain from Early Retirement of
Debt (18,179) (1,260) (22,165) (2,749)
Restricted Stock
Amortization 2,826 4,592 10,873 12,776
Amortization of Deferred
Financing Costs 758 707 2,220 2,132
Depreciation of Corporate
F,F&E 526 539 1,669 1,513
Non-NAREIT Compliant Economic
Gains 1,917 9,744 4,816 75,503
Non-NAREIT Compliant Economic
Gains from Joint Ventures (c) 28 318 61 2,430
Mark-to-Market Loss (Gain) on
Interest Rate Protection
Agreements 555 - (2,861) -
Joint Venture Impairment 5,627 - 5,627 -
Impairment of Real Estate 6,934 - 6,934 -
Non-Incremental Capital
Expenditures (8,737) (7,367) (22,450) (22,546)
Straight-Line Rent (2,313) (756) (5,850) (4,689)
------ ---- ------ ------
Funds Available for
Distribution ("FAD") (e) $19,023 $28,868 $51,906 $130,496
======= ======= ======= ========
FIRST INDUSTRIAL REALTY TRUST, INC.
Selected Financial Data
(In thousands, except for per share/unit)
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
As As
Adjusted Adjusted
(a) (a)
September September September September
30, 30, 30, 30,
2009 2008 2009 2008
---- ---- ---- ----
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 $(1,948) $3,602 $(25,059) $92,904
Interest Expense 29,119 27,039 86,608 84,301
Restructuring Costs 1,380 - 6,196 -
Joint Venture Impairment 5,627 - 5,627 -
Impairment of Real Estate 6,934 - 6,934 -
Depreciation and Amortization
of Real Estate 36,507 38,174 110,063 116,919
Depreciation and Amortization
of Real Estate
Included in Discontinued
Operations 451 1,654 2,292 9,056
Preferred Dividends 4,913 4,857 14,594 14,571
Benefit for Income Taxes (6,398) (1,999) (10,854) (988)
Noncontrolling Interest (193) 454 (3,100) 13,293
Gain from Early Retirement of
Debt (18,179) (1,260) (22,165) (2,749)
Amortization of Deferred
Financing Costs 758 707 2,220 2,132
Depreciation of Corporate
F,F&E 526 539 1,669 1,513
Depreciation and Amortization
of Real Estate - Joint
Ventures (c) 1,151 1,965 4,097 5,688
Accumulated Depreciation/
Amortization on Real Estate
Sold (4,820) (12,804) (10,262) (92,302)
Accumulated Depreciation/
Amortization on Real Estate
Sold - Joint Ventures (c) (122) (632) (122) (1,499)
---- ---- ---- ------
EBITDA (e) $55,706 $62,296 $168,738 $242,839
General and Administrative
Expense 8,391 18,088 30,141 64,342
Mark-to-Market Loss (Gain) on
Interest Rate Protection
Agreements 555 - (2,861) -
Non-NAREIT Compliant Economic
Gains from Joint Ventures (c) (28) (318) (61) (2,430)
Non-NAREIT Compliant Economic
Gains (1,917) (9,744) (4,816) (75,503)
NAREIT Compliant Economic
Gains (e) (258) - (697) (12,923)
Joint Venture Impairment (5,627) - (5,627) -
FFO of Joint Ventures (e) 1,438 (7,767) (8,615) (24,422)
----- ------ ------ -------
Net Operating Income
("NOI") (e) $58,260 $62,555 $176,202 $191,903
======= ======= ======== ========
RECONCILIATION OF GAIN
ON SALE OF REAL ESTATE
TO NAREIT COMPLIANT
ECONOMIC GAINS (e)
Gain on Sale of Real
Estate 261 - 721 12,008
Gain on Sale of Real Estate
included in Discontinued
Operations 6,734 22,548 15,054 166,393
Non-NAREIT Compliant Economic
Gains (1,917) (9,744) (4,816) (75,503)
Accumulated Depreciation/
Amortization on Real Estate
Sold (4,820) (12,804) (10,262) (92,302)
Assignment Fees - - - 2,327
--- --- --- -----
NAREIT Compliant Economic
Gains (e) $258 $- $697 $12,923
==== == ==== =======
Weighted Avg. Number of Shares/
Units Outstanding - Basic/
Diluted (f) 50,874 49,431 50,259 49,418
Weighted Avg. Number of Shares
Outstanding - Basic/Diluted (f) 45,360 43,151 44,653 43,088
Per Share/Unit Data:
FFO (NAREIT) $29,081 $22,351 $73,032 $66,126
Less: Allocation to
Participating Securities - 516 - 1,426
--- --- --- -----
FFO (NAREIT) Allocable to
Common Stockholders and
Unitholders $29,081 $21,835 $73,032 $64,700
- Basic/Diluted (f) $0.57 $0.44 $1.45 $1.31
Loss from Continuing
Operations Less Noncontrolling
Interest and Preferred
Dividends $(8,493) $(17,468) $(39,958) $(61,052)
Less: Allocation to
Participating Securities - - - -
--- --- --- ---
Loss from Continuing Operations
Less Noncontrolling Interest
and Preferred
Dividends Available
to Common Stockholders $(8,493) $(17,468) $(39,958) $(61,052)
- Basic/Diluted (f) $(0.19) (0.40) $(0.89) $(1.42)
Net (Loss) Income Available $(1,948) $3,602 $(25,059) $92,904
Less: Allocation to
Participating Securities - 95 - 2,290
--- -- --- -----
Net (Loss) Income Available
to First Industrial Realty
Trust, Inc.'s Common
Stockholders And
Participating Securities $(1,948) $3,507 $(25,059) $90,614
- Basic/Diluted (f) $(0.04) $0.08 $(0.56) $2.10
Dividends/Distributions N/A $0.72 N/A $2.16
FFO Payout Ratio N/A 163.0% N/A 165.0%
FAD Payout Ratio N/A 126.2% N/A 83.6%
Balance Sheet Data (end of period):
Real Estate Before Accumulated
Depreciation $3,323,199 $3,307,713
Real Estate and Other Held For
Sale, Net 49,718 70,220
Total Assets 3,123,617 3,314,120
Debt 1,990,966 1,985,824
Total Liabilities 2,133,945 2,226,987
Total Equity $989,672 $1,087,133
a) On January 1, 2009, the Company adopted newly issued guidance from the
Financial Accounting Standards Board ("FASB") regarding business
combinations. The guidance states direct costs of a business
combination, such as transaction fees, due diligence costs and
consulting fees no longer qualify to be capitalized as part of the
business combination. Instead, these direct costs need to be
recognized as expense in the period in which they are incurred.
Accordingly, the Company retroactively expensed these types of costs
in 2008 related to pending operating property acquisitions.
The impact on net income for the three and nine months ended
September 30, 2008 was to increase general and administrative
expense by $22 and $151, respectively.
Additionally, on January 1, 2009, the Company adopted newly issued
guidance from the Accounting Principle Board regarding accounting
for convertible debt that may be settled for cash upon conversion.
The guidance requires the liability and equity components of
convertible debt instruments to be separately accounted for in a
manner that reflects the issuer's nonconvertible debt borrowing rate.
The guidance requires that the value assigned to the debt component be
the estimated fair value of a similar bond without the conversion
feature, which would result in the debt being recorded at a discount.
The resulting debt discount is then amortized over the period during
which the debt is expected to be outstanding as additional non-cash
interest expense. The impact on net income for the three and nine
months ended September 30, 2008 was to increase interest expense by
$395 and $1,185, respectively, and decrease amortization of deferred
financing fees by $10 and $30, respectively.
The impact of the adoption of the business combination and convertible
debt guidance upon the balance sheet as of September 30, 2008 was to
decrease total assets by $266, decrease total debt by $4,738 and
increase total equity by $4,472.
Additionally, on January 1, 2009, the Company adopted new issued
guidance from the Emerging Issues Task Force which requires unvested
equity based compensation awards that have nonforfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) to be
included in the two class method of the computation of EPS. The
impact on basic and diluted EPS for the three and nine months ended
September 30, 2008 was a decrease in EPS of $0.00 and $0.05,
respectively. The Company has conformed the calculation of FFO and
FAD with the calculation of EPS.
b) Construction Revenues, included within Total Revenues, and
Construction Expenses include revenues and expenses associated with
the Company acting in the capacity of general contractor for certain
third party development projects. Additionally, construction revenues
and expenses include amounts relating to the sale of industrial units
that the Company developed to sell.
c) Represents the Company's pro rata share of net (loss) income,
depreciation and amortization on real estate, accumulated
depreciation and amortization on real estate sold from the Company's
joint ventures in which it owns minority equity interests and
Non-NAREIT Compliant Economic Gains.
d) Accounting for discontinued operations issued by the FASB requires
that the operations and gain (loss) on sale of qualifying properties
sold and properties that are classified as held for sale be presented
in discontinued operations. It also requires that prior periods be
restated.
e) Investors in and analysts following the real estate industry utilize
FFO, NOI, EBITDA and FAD, variously defined, as supplemental
performance measures. While the Company believes net income available
to First Industrial Realty Trust, Inc.'s common stockholders and
participating securities, as defined by GAAP, is the most appropriate
measure, it considers FFO, NOI, EBITDA and FAD, given their wide use
by and relevance to investors and analysts, appropriate supplemental
performance measures. FFO, reflecting the assumption that real estate
asset values rise or fall with market conditions, principally adjusts
for the effects of GAAP depreciation and amortization of real estate
assets. NOI provides a measure of rental operations, and does not
factor in depreciation and amortization and non-property specific
expenses such as general and administrative expenses. EBITDA
provides a tool to further evaluate the ability to incur and
service debt and to fund dividends and other cash needs. FAD
provides a tool to further evaluate the ability to fund dividends.
In addition, FFO, NOI, EBITDA and FAD are commonly used in various
ratios, pricing multiples/yields and returns and valuation
calculations used to measure financial position, performance and value.
As used herein, the Company calculates FFO to be equal to net income
available to First Industrial Realty Trust, Inc.'s common
stockholders and participating securities, plus depreciation and
amortization on real estate minus accumulated depreciation and
amortization on real estate sold less non-NAREIT Compliant Economic
Gains.
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, plus Joint Venture impairment, plus NAREIT and
Non-NAREIT Compliant Economic Gains, plus or minus mark-to-market
gain or loss on interest rate protection agreements, minus general
and administrative expenses. EBITDA includes EBITDA from discontinued
operations.
FAD is defined as EBITDA, minus GAAP interest expense, minus
restructuring costs, minus preferred stock dividends, minus
straight-line rental income, minus provision for income taxes or
plus benefit for income taxes, minus or plus mark-to-market gain
or loss on interest rate protection agreements, plus restricted
stock amortization, minus non-incremental capital expenditures.
Non-incremental capital expenditures are building improvements
and leasing costs required to maintain current revenues.
FFO, NOI, EBITDA and FAD do not represent cash generated from
operating activities in accordance with GAAP and are not necessarily
indicative of cash available to fund cash needs, including the
repayment of principal on debt and payment of dividends and
distributions. FFO, NOI, EBITDA and FAD should not be considered
as substitutes for net income available to common stockholders and
participating securities (calculated in accordance with GAAP), as a
measure of results of operations, or cash flows (calculated in
accordance with GAAP) as a measure of liquidity. FFO, NOI, EBITDA
and FAD, as currently calculated by the Company, may not be comparable
to similarly titled, but variously calculated, measures of other REITs.
In addition, the Company considers cash-basis same store NOI
("SS NOI") to be a useful supplemental measure of its operating
performance. The Company has adopted the following definition of
its same store pool of properties: Same store properties, for the
period beginning January 1, 2009, include all properties owned prior
to January 1, 2008 and held as an operating property through the end
of the current reporting period and developments and redevelopments
that were placed in service or were substantially completed for 12
months prior to January 1, 2008 (the "Same Store Pool"). The Company
defines SS NOI as NOI, less NOI of properties not in the Same Store
Pool, less the impact of straight-line rent and the amortization of
above/below market rent. For the quarters ended September 30, 2009 and
2008, NOI was $58,260 and $62,555, respectively; NOI of properties not
in the Same Store Pool was $8,449 and $9,710, respectively; the impact
of straight-line rent and the amortization of above/below market rent
was $1,728 and $745, respectively. The Company excludes straight-line
rents and above/below market rent amortization in calculating SS NOI
because the Company believes it provides a better measure of actual
cash basis rental growth for a year-over-year comparison. In addition,
the Company believes that SS NOI helps the investing public compare the
operating performance of a 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 expenses, interest expenses,
depreciation and amortization costs, capital expenditures and leasing
costs, or trends in development and construction activities that could
materially impact our results from operations. Further, the 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.
f) Pursuant to guidance issued by the FASB regarding the calculation of
earnings per share, the diluted weighted average number of
shares/units outstanding and the diluted weighted average number of
shares outstanding are the same as the basic weighted average number of
shares/units outstanding and the basic weighted average number of
shares outstanding, respectively, for periods in which continuing
operations is a loss, as the dilutive effect of stock options and
restricted units would be antidilutive to the loss from continuing
operations per share.
First Industrial Realty Trust, Inc.
311 South Wacker Drive
Suite 4000
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
SOURCE First Industrial Realty Trust, Inc.
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