First Industrial 8K 7.28.2014


 
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

July 28, 2014 (July 22, 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 July 22, 2014, First Industrial Realty Trust, Inc. (the "Company,") sold six industrial properties located in Baltimore, Maryland, comprising approximately 0.4 million square feet of gross leasable area. Gross proceeds from the sale of the industrial properties were approximately $28.5 million. The buyer is a private equity real estate investment firm 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 March 31, 2014
Unaudited Pro Forma Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and the Years Ended December 31, 2013, 2012 and 2011
Notes to Unaudited Pro Forma Consolidated Financial Statements

    




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: July 28, 2014





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

On July 22, 2014, First Industrial Realty Trust, Inc. (the "Company,") sold six industrial properties located in Baltimore, Maryland, comprising approximately 0.4 million square feet of gross leasable area. Gross proceeds from the sale of the industrial properties were approximately $28.5 million. The buyer is a private equity real estate investment firm and is not affiliated with the Company.

The following unaudited pro forma consolidated balance sheet of the Company at March 31, 2014 is presented as if the sale of the industrial properties had occurred on March 31, 2014. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2014 and for the years ended December 31, 2013, 2012 and 2011, are presented as if the sale of the industrial properties 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 three months ended March 31, 2014 and on Form 10-K for the year ended December 31, 2013.





FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2014
 
Historical (A)
 
Pro Forma Adjustments
 
Pro Forma
 
(In thousands)
ASSETS
 
 
 
 
 
Assets:
 
 
 
 
 
Investment in Real Estate:
 
 
 
 
 
Land
$
705,495

 
$
(6,303
)
(B)
$
699,192

Buildings and Improvements
2,394,732

 
(19,699
)
(B)
2,375,033

Construction in Progress
36,950

 
—

 
36,950

Less: Accumulated Depreciation
(762,932
)
 
5,876

(B)
(757,056
)
Net Investment in Real Estate
2,374,245

 
(20,126
)
 
2,354,119

Cash and Cash Equivalents
3,908

 
16,835

(C)
20,743

Restricted Cash
—

 
10,738

(C)
10,738

Tenant Accounts Receivable, Net
7,510

 
—

 
7,510

Investments in Joint Ventures
846

 
—

 
846

Deferred Rent Receivable, Net
56,011

 
(473
)
(B)
55,538

Deferred Financing Costs, Net
12,589

 
—

 
12,589

Deferred Leasing Intangibles, Net
30,362

 
(20
)
(B)
30,342

Prepaid Expenses and Other Assets, Net
97,267

 
(774
)
(B)
96,493

Total Assets
$
2,582,738

 
$
6,180

 
$
2,588,918

LIABILITIES AND EQUITY
 
 
 
 
 
Liabilities:
 
 
 
 
 
Indebtedness:
 
 
 
 
 
Mortgage Loans Payable, Net
$
674,686

 
$
—

 
$
674,686

Senior Unsecured Notes, Net
446,326

 
—

 
446,326

Unsecured Term Loan
200,000

 
—

 
200,000

Unsecured Credit Facility
52,000

 
—

 
52,000

Accounts Payable, Accrued Expenses and Other Liabilities
65,493

 
—

 
65,493

Deferred Leasing Intangibles, Net
13,434

 
—

 
13,434

Rents Received in Advance and Security Deposits
31,380

 
(892
)
(B)
30,488

Dividend Payable
11,921

 
—

 
11,921

Total Liabilities
1,495,240

 
(892
)
 
1,494,348

Commitments and Contingencies
—

 
—

 
—

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

 
—

 
—

Common Stock
1,145

 
—

 
1,145

Additional Paid-in-Capital
1,867,007

 
—

 
1,867,007

Distributions in Excess of Accumulated Earnings
(679,129
)
 
6,790

(D)
(672,339
)
Accumulated Other Comprehensive Loss
(4,255
)
 
—

 
(4,255
)
Treasury Shares at Cost
(140,018
)
 
—

 
(140,018
)
Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity
1,044,750

 
6,790

 
1,051,540

Noncontrolling Interest
42,748

 
282

 
43,030

Total Equity
1,087,498

 
7,072

 
1,094,570

Total Liabilities and Equity
$
2,582,738

 
$
6,180

 
$
2,588,918

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





FIRST INDUSTRIAL REALTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 
 
Historical (A)
 
Pro Forma Adjustments (B)
 
Pro Forma
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
63,953

 
$
(679
)
 
$
63,274

Tenant Recoveries and Other Income
22,215

 
(127
)
 
22,088

Total Revenues
86,168

 
(806
)
 
85,362

Expenses:
 
 
 
 
 
Property Expenses
31,314

 
(248
)
 
31,066

General and Administrative
5,556

 
—

 
5,556

Depreciation and Other Amortization
28,772

 
(372
)
 
28,400

Total Expenses
65,642

 
(620
)
 
65,022

Other Income (Expense):
 
 
 
 
 
Interest Income
702

 
—

 
702

Interest Expense
(19,046
)
 
—

 
(19,046
)
Amortization of Deferred Financing Costs
(804
)
 
—

 
(804
)
Total Other Income (Expense)
(19,148
)
 
—

 
(19,148
)
Income from Continuing Operations Before Equity in Income of Joint Ventures and Income Tax Provision
1,378

 
(186
)
 
1,192

Equity in Income of Joint Ventures
2,966

 
—

 
2,966

Income Tax Provision
(10
)
 
—

 
(10
)
Income from Continuing Operations
4,334

 
(186
)
 
4,148

Noncontrolling Interest Allocable to Continuing Operations
(75
)
 
7

 
(68
)
Income from Continuing Operations Allocable to Participating Securities
(23
)
 
—

 
(23
)
Net Income Attributable to First Industrial Realty Trust, Inc.
4,236

 
(179
)
 
4,057

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
$
1,755

 
$
(179
)
 
$
1,576

 
 
 
 
 
 
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
0.02

 
 
 
$
0.01

Weighted Average Shares Outstanding - Basic
109,676

 
 
 
109,676

Weighted Average Shares Outstanding - Diluted
110,215

 
 
 
110,215

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





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

 
$
(2,408
)
 
$
250,414

Tenant Recoveries and Other Income
75,404

 
(395
)
 
75,009

Total Revenues
328,226

 
(2,803
)
 
325,423

Expenses:
 
 
 
 
 
Property Expenses
107,390

 
(751
)
 
106,639

General and Administrative
23,152

 
—

 
23,152

Impairment of Real Estate
1,047

 
—

 
1,047

Depreciation and Other Amortization
111,031

 
(1,367
)
 
109,664

Total Expenses
242,620

 
(2,118
)
 
240,502

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

 
(685
)
 
3,907

Equity in Income of Joint Ventures
136

 
—

 
136

Income Tax Benefit
213

 
—

 
213

Income from Continuing Operations
4,941

 
(685
)
 
4,256

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

 
28

 
384

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

 
(657
)
 
5,530

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
)
 
$
(657
)
 
$
(8,870
)
 
 
 
 
 
 
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
(0.08
)
 
 
 
$
(0.08
)
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.





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

 
$
(2,183
)
 
$
242,615

Tenant Recoveries and Other Income
69,527

 
(320
)
 
69,207

Total Revenues
314,325

 
(2,503
)
 
311,822

Expenses:
 
 
 
 
 
Property Expenses
99,907

 
(699
)
 
99,208

General and Administrative
25,103

 
—

 
25,103

Impairment of Real Estate
(192
)
 
—

 
(192
)
Depreciation and Other Amortization
114,675

 
(1,232
)
 
113,443

Total Expenses
239,493

 
(1,931
)
 
237,562

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
)
 
(572
)
 
(19,844
)
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
)
 
(572
)
 
(23,031
)
Gain on Sale of Real Estate
3,777

 
—

 
3,777

Noncontrolling Interest Allocable to Continuing Operations
2,038

 
30

 
2,068

Loss from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
(16,644
)
 
(542
)
 
(17,186
)
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
)
 
$
(542
)
 
$
(37,937
)
 
 
 
 
 
 
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.





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

 
$
(2,280
)
 
$
231,727

Tenant Recoveries and Other Income
68,661

 
(289
)
 
68,372

Total Revenues
302,668

 
(2,569
)
 
300,099

Expenses:
 
 
 
 
 
Property Expenses
101,281

 
(599
)
 
100,682

General and Administrative
20,638

 
—

 
20,638

Restructuring Costs
1,553

 
—

 
1,553

Impairment of Real Estate
(8,875
)
 
—

 
(8,875
)
Depreciation and Other Amortization
115,244

 
(1,142
)
 
114,102

Total Expenses
229,841

 
(1,741
)
 
228,100

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
)
 
(828
)
 
(35,678
)
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
)
 
(828
)
 
(34,459
)
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

 
51

 
3,236

Loss from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
(29,528
)
 
(777
)
 
(30,305
)
Preferred Dividends
(19,565
)
 
—

 
(19,565
)
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders
$
(49,093
)
 
$
(777
)
 
$
(49,870
)
 
 
 
 
 
 
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders - Basic and Diluted Earnings Per Share
$
(0.61
)
 
 
 
$
(0.62
)
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.





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 March 31, 2014, which was derived from the Company's quarterly report on Form 10-Q for the three months ended March 31, 2014.

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

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

(D)    Represents the Company's sale of the industrial properties 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 three months ended March 31, 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 three months ended March 31, 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 properties and the necessary adjustments to eliminate the impact of historical rental income, tenant recoveries and other income, property expenses and deprecation and other amortization associated with the sold industrial properties. The adjustments exclude the effect of the gain on sale of real estate that would have been recognized on the sale of the industrial properties, as this represents a non-recurring transaction and is excluded for pro forma income statement purposes.