First Industrial 8K 1.6.2015


 
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

January 6, 2015 (December 30, 2014)
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 2.01    Completion of Acquisition or Disposition of Assets.

On December 30, 2014, First Industrial Realty Trust, Inc. (the "Company,") sold one industrial property located in Cincinnati, Ohio, comprising approximately 0.5 million square feet of gross leasable area. Gross proceeds from the sale of the industrial property was approximately $7.3 million. The buyer is a real estate investor and is not affiliated with the Company.

Item 9.01    Financial Statements and Exhibits.

(b)    Pro forma financial information. The following financial information is submitted at the end of this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:

Summary of Unaudited Pro Forma Consolidated Financial Statements:
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2014
Unaudited Pro Forma Consolidated Statements of Operations for the Nine Months Ended September 30, 2014 and the Years Ended December 31, 2013, 2012 and 2011
Notes to Unaudited Pro Forma Consolidated Financial Statements

2


SIGNATURE
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, thereunto duly authorized.
 
 
FIRST INDUSTRIAL REALTY TRUST, INC.
 
By:
/S/    SCOTT A. MUSIL
 
 
Scott A. Musil
Chief Financial Officer
(Principal Financial Officer)
Date: January 6, 2015

3


FIRST INDUSTRIAL REALTY TRUST, INC.
SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On December 30, 2014, First Industrial Realty Trust, Inc. (the "Company,") sold one industrial property located in Cincinnati, Ohio, comprising approximately 0.5 million square feet of gross leasable area. Gross proceeds from the sale of the industrial property was approximately $7.3 million. The buyer is a real estate investor and is not affiliated with the Company.

The following unaudited pro forma consolidated balance sheet of the Company at September 30, 2014 is presented as if the sale of the industrial property had occurred on September 30, 2014. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2014 and for the years ended December 31, 2013, 2012 and 2011, are presented as if the sale of the industrial property had occurred on January 1, 2011. The unaudited pro forma consolidated financial statements include all necessary adjustments to reflect the effects of the above transaction.

This pro forma consolidated financial information is presented for information purposes only and is not necessarily indicative of what the Company's financial results would have been for the periods presented, nor do they purport to represent the future financial results of the Company. This pro forma consolidated financial information should be read in conjunction with the Company's financial statements as filed with the Securities and Exchange Commission on Form 10-Q for the nine months ended September 30, 2014 and on Form 10-K for the year ended December 31, 2013.

4


FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2014
 
Historical (A)
 
Pro Forma Adjustments
 
Pro Forma
 
(In thousands)
ASSETS
 
 
 
 
 
Assets:
 
 
 
 
 
Investment in Real Estate:
 
 
 
 
 
Land
$
711,978

 
$
(952
)
(B)
$
711,026

Buildings and Improvements
2,403,411

 
(10,587
)
(B)
2,392,824

Construction in Progress
40,547

 
—

 
40,547

Less: Accumulated Depreciation
(783,897
)
 
5,486

(B)
(778,411
)
Net Investment in Real Estate
2,372,039

 
(6,053
)
 
2,365,986

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization
15,413

 
—

 
15,413

Cash and Cash Equivalents
14,259

 
6,641

(C)
20,900

Tenant Accounts Receivable, Net
5,852

 
—

 
5,852

Investments in Joint Venture
84

 
—

 
84

Deferred Rent Receivable, Net
56,929

 
(67
)
(B)
56,862

Deferred Financing Costs, Net
11,178

 
—

 
11,178

Deferred Leasing Intangibles, Net
30,741

 
—

 
30,741

Prepaid Expenses and Other Assets, Net
70,016

 
(219
)
(B)
69,797

Total Assets
$
2,576,511

 
$
302

 
$
2,576,813

LIABILITIES AND EQUITY
 
 
 
 
 
Liabilities:
 
 
 
 
 
Indebtedness:
 
 
 
 
 
Mortgage Loans Payable, Net
$
602,927

 
$
—

 
$
602,927

Senior Unsecured Notes, Net
364,837

 
—

 
364,837

Unsecured Term Loan
200,000

 
—

 
200,000

Unsecured Credit Facility
176,000

 
—

 
176,000

Accounts Payable, Accrued Expenses and Other Liabilities
81,933

 
(167
)
(B)
81,766

Deferred Leasing Intangibles, Net
12,924

 
—

 
12,924

Rents Received in Advance and Security Deposits
32,969

 
(199
)
(B)
32,770

Dividend Payable
11,886

 
—

 
11,886

Total Liabilities
1,483,476

 
(366
)
 
1,483,110

Commitments and Contingencies
—

 
—

 
—

Equity:
 
 
 
 
 
First Industrial Realty Trust Inc.’s Stockholders’ Equity:
 
 
 
 
 
Preferred Stock
—

 
—

 
—

Common Stock
1,149

 
—

 
1,149

Additional Paid-in-Capital
1,870,562

 
—

 
1,870,562

Distributions in Excess of Accumulated Earnings
(678,032
)
 
642

(D)
(677,390
)
Accumulated Other Comprehensive Loss
(3,035
)
 
—

 
(3,035
)
Treasury Shares at Cost
(140,018
)
 
—

 
(140,018
)
Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity
1,050,626

 
642

 
1,051,268

Noncontrolling Interest
42,409

 
26

 
42,435

Total Equity
1,093,035

 
668

 
1,093,703

Total Liabilities and Equity
$
2,576,511

 
$
302

 
$
2,576,813

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

5


FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 
 
Historical (A)
 
Pro Forma Adjustments (B)
 
Pro Forma
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
193,434

 
$
(757
)
 
$
192,677

Tenant Recoveries and Other Income
62,913

 
(294
)
 
62,619

Total Revenues
256,347

 
(1,051
)
 
255,296

Expenses:
 
 
 
 
 
Property Expenses
85,396

 
(399
)
 
84,997

General and Administrative
18,053

 
—

 
18,053

Depreciation and Other Amortization
84,080

 
(376
)
 
83,704

Total Expenses
187,529

 
(775
)
 
186,754

Other Income (Expense):
 
 
 
 
 
Interest Income
2,054

 
—

 
2,054

Interest Expense
(55,292
)
 
—

 
(55,292
)
Amortization of Deferred Financing Costs
(2,360
)
 
—

 
(2,360
)
Loss from Retirement of Debt
(655
)
 
—

 
(655
)
Total Other Income (Expense)
(56,253
)
 
—

 
(56,253
)
Income from Continuing Operations Before Equity in Income of Joint Ventures and Income Tax Provision
12,565

 
(276
)
 
12,289

Equity in Income of Joint Ventures
3,508

 
—

 
3,508

Income Tax Provision
(192
)
 
—

 
(192
)
Income from Continuing Operations
15,881

 
(276
)
 
15,605

Noncontrolling Interest Allocable to Continuing Operations
(528
)
 
11

 
(517
)
Income from Continuing Operations Allocable to Participating Securities
(57
)
 
—

 
(57
)
Income from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
15,296

 
(265
)
 
15,031

Preferred Dividends
(1,019
)
 
—

 
(1,019
)
Redemption of Preferred Stock
(1,462
)
 
—

 
(1,462
)
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders
$
12,815

 
$
(265
)
 
$
12,550

 
 
 
 
 
 
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
0.12

 
 
 
$
0.11

Weighted Average Shares Outstanding - Basic
109,856

 
 
 
109,856

Weighted Average Shares Outstanding - Diluted
110,298

 
 
 
110,298

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

6


FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013 
 
Historical (A)
 
Pro Forma Adjustments (B)
 
Pro Forma
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
252,822

 
$
(828
)
 
$
251,994

Tenant Recoveries and Other Income
75,404

 
(376
)
 
75,028

Total Revenues
328,226

 
(1,204
)
 
327,022

Expenses:
 
 
 
 
 
Property Expenses
107,390

 
(508
)
 
106,882

General and Administrative
23,152

 
—

 
23,152

Impairment of Real Estate
1,047

 
(1,047
)
 
—

Depreciation and Other Amortization
111,031

 
(478
)
 
110,553

Total Expenses
242,620

 
(2,033
)
 
240,587

Other Income (Expense):
 
 
 
 
 
Interest Income
2,354

 
—

 
2,354

Interest Expense
(73,558
)
 
—

 
(73,558
)
Amortization of Deferred Financing Costs
(3,225
)
 
—

 
(3,225
)
Mark-to-Market Gain on Interest Rate Protection Agreements
52

 
—

 
52

Loss from Retirement of Debt
(6,637
)
 
—

 
(6,637
)
Total Other Income (Expense)
(81,014
)
 
—

 
(81,014
)
Income from Continuing Operations Before Equity in Income of Joint Ventures and Income Tax Benefit
4,592

 
829

 
5,421

Equity in Income of Joint Ventures
136

 
—

 
136

Income Tax Benefit
213

 
—

 
213

Income from Continuing Operations
4,941

 
829

 
5,770

Gain on Sale of Real Estate
1,100

 
—

 
1,100

Provision for Income Taxes Allocable to Gain on Sale of Real Estate
(210
)
 
—

 
(210
)
Noncontrolling Interest Allocable to Continuing Operations
356

 
(34
)
 
322

Income from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
6,187

 
795

 
6,982

Preferred Dividends
(8,733
)
 
—

 
(8,733
)
Redemption of Preferred Stock
(5,667
)
 
—

 
(5,667
)
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders
$
(8,213
)
 
$
795

 
$
(7,418
)
 
 
 
 
 
 
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
(0.08
)
 
 
 
$
(0.07
)
Weighted Average Shares Outstanding - Basic and Diluted
106,995

 
 
 
106,995

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

7


FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
 
Historical (A)
 
Pro Forma Adjustments (B)
 
Pro Forma
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
244,798

 
$
(586
)
 
$
244,212

Tenant Recoveries and Other Income
69,527

 
(184
)
 
69,343

Total Revenues
314,325

 
(770
)
 
313,555

Expenses:
 
 
 
 
 
Property Expenses
99,907

 
(400
)
 
99,507

General and Administrative
25,103

 
—

 
25,103

Impairment of Real Estate
(192
)
 
—

 
(192
)
Depreciation and Other Amortization
114,675

 
(341
)
 
114,334

Total Expenses
239,493

 
(741
)
 
238,752

Other Income (Expense):
 
 
 
 
 
Interest Income
2,874

 
—

 
2,874

Interest Expense
(83,506
)
 
—

 
(83,506
)
Amortization of Deferred Financing Costs
(3,460
)
 
—

 
(3,460
)
Mark-to-Market Loss on Interest Rate Protection Agreements
(328
)
 
—

 
(328
)
Loss from Retirement of Debt
(9,684
)
 
—

 
(9,684
)
Total Other Income (Expense)
(94,104
)
 
—

 
(94,104
)
Loss from Continuing Operations Before Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Provision
(19,272
)
 
(29
)
 
(19,301
)
Equity in Income of Joint Ventures
1,559

 
—

 
1,559

Gain on Change in Control of Interests
776

 
—

 
776

Income Tax Provision
(5,522
)
 
—

 
(5,522
)
Loss from Continuing Operations
(22,459
)
 
(29
)
 
(22,488
)
Gain on Sale of Real Estate
3,777

 
—

 
3,777

Noncontrolling Interest Allocable to Continuing Operations
2,038

 
1

 
2,039

Loss from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
(16,644
)
 
(28
)
 
(16,672
)
Preferred Dividends
(18,947
)
 
—

 
(18,947
)
Redemption of Preferred Stock
(1,804
)
 
—

 
(1,804
)
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders
$
(37,395
)
 
$
(28
)
 
$
(37,423
)
 
 
 
 
 
 
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
(0.41
)
 
 
 
$
(0.41
)
Weighted Average Shares Outstanding - Basic and Diluted
91,468

 
 
 
91,468

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

8


FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011 
 
Historical (A)
 
Pro Forma Adjustments (B)
 
Pro Forma
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
234,007

 
$
(599
)
 
$
233,408

Tenant Recoveries and Other Income
68,661

 
(192
)
 
68,469

Total Revenues
302,668

 
(791
)
 
301,877

Expenses:
 
 
 
 
 
Property Expenses
101,281

 
(372
)
 
100,909

General and Administrative
20,638

 
—

 
20,638

Restructuring Costs
1,553

 
—

 
1,553

Impairment of Real Estate
(8,875
)
 
98

 
(8,777
)
Depreciation and Other Amortization
115,244

 
(279
)
 
114,965

Total Expenses
229,841

 
(553
)
 
229,288

Other Income (Expense):
 
 
 
 
 
Interest Income
3,922

 
—

 
3,922

Interest Expense
(100,127
)
 
—

 
(100,127
)
Amortization of Deferred Financing Costs
(3,963
)
 
—

 
(3,963
)
Mark-to-Market Loss on Interest Rate Protection Agreements
(1,718
)
 
—

 
(1,718
)
Loss from Retirement of Debt
(5,459
)
 
—

 
(5,459
)
Foreign Currency Exchange Loss
(332
)
 
—

 
(332
)
Total Other Income (Expense)
(107,677
)
 
—

 
(107,677
)
Loss from Continuing Operations Before Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Provision
(34,850
)
 
(238
)
 
(35,088
)
Equity in Income of Joint Ventures
980

 
—

 
980

Gain on Change in Control of Interests
689

 
 
 
689

Income Tax Provision
(450
)
 
—

 
(450
)
Loss from Continuing Operations
(33,631
)
 
(238
)
 
(33,869
)
Gain on Sale of Real Estate
1,370

 
—

 
1,370

Provision for Income Taxes Allocable to Gain on Sale of Real Estate
(452
)
 
—

 
(452
)
Noncontrolling Interest Allocable to Continuing Operations
3,185

 
15

 
3,200

Loss from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
(29,528
)
 
(223
)
 
(29,751
)
Preferred Dividends
(19,565
)
 
—

 
(19,565
)
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders
$
(49,093
)
 
$
(223
)
 
$
(49,316
)
 
 
 
 
 
 
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
(0.61
)
 
 
 
$
(0.61
)
Weighted Average Shares Outstanding - Basic and Diluted
80,616

 
 
 
80,616

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

9


FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1.    Adjustments to Pro Forma Consolidated Balance Sheet

(A)    Represents the Company's historical consolidated balance sheet as of September 30, 2014, which was derived from the Company's quarterly report on Form 10-Q for the nine months ended September 30, 2014.

(B)    Represents the Company's sale of the industrial property and the necessary adjustments to eliminate the impact of the assets and liabilities associated with the sold industrial property.

(C)    Represents the net proceeds received from the sale of the industrial property.

(D)    Represents the Company's sale of the industrial property and the related gain on sale of real estate.

2.    Adjustments to Pro Forma Consolidated Statements of Operations

(A)    Represents the Company's historical consolidated statements of operations for the nine months ended September 30, 2014 and the years ended December 31, 2013, 2012 and 2011, which were derived from the Company's quarterly report on Form 10-Q for the nine months ended September 30, 2014 and the annual report on Form 10-K for the year ended December 31, 2013, respectively.

(B)    Represents the Company's sale of the industrial property and the necessary adjustments to eliminate the impact of historical rental income, tenant recoveries and other income, property expenses, impairment of real estate and deprecation and other amortization associated with the sold industrial property. The adjustments exclude the effect of the gain on sale of real estate that would have been recognized on the sale of the industrial property, as this represents a non-recurring transaction and is excluded for pro forma income statement purposes.

10