<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
--------------------------
Commission File Number 1-13102
--------------------------
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 36-3935116
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices)
(312) 344-4300
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes /X/ No / /
Number of shares of Common Stock, $.01 par value, outstanding as of November 10,
2000: 38,637,705
<PAGE> 2
FIRST INDUSTRIAL REALTY TRUST, INC.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2000
INDEX
PAGE
----
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999............................................... 2
Consolidated Statements of Operations for the Nine Months Ended
September 30, 2000 and September 30, 1999....................... 3
Consolidated Statements of Operations for the Three Months Ended
September 30, 2000 and September 30,1999........................ 4
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and September 30, 1999....................... 5
Notes to Consolidated Financial Statements...................... 6-14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................... 15-23
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.............................................. 23
PART II: OTHER INFORMATION
Item 1. Legal Proceedings....................................... 24
Item 2. Changes in Securities .................................. 24
Item 3. Defaults Upon Senior Securities......................... 24
Item 4. Submission of Matters to a Vote of Security Holders .... 24
Item 5. Other Information ...................................... 24
Item 6. Exhibits and Report on Form 8-K......................... 24
SIGNATURE ........................................................... 26
EXHIBIT INDEX ....................................................... 27
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
September 30, December 31,
2000 1999
----------- -----------
ASSETS
Assets:
Investment in Real Estate:
Land.......................................... $ 378,398 $ 383,938
Buildings and Improvements.................... 1,911,342 2,131,807
Furniture, Fixtures and Equipment............. 1,437 1,437
Construction in Progress...................... 65,771 80,410
Less: Accumulated Depreciation................ (214,052) (211,456)
----------- -----------
Net Investment in Real Estate.......... 2,142,896 2,386,136
Real Estate Held For Sale, Net of Accumulated
Depreciation and Amortization of $35,623...... 373,474 ---
Cash and Cash Equivalents........................ 2,034 2,609
Restricted Cash.................................. 22,614 2,352
Tenant Accounts Receivable, Net.................. 10,912 9,924
Investments in Joint Ventures.................... 5,964 6,408
Deferred Rent Receivable......................... 16,887 17,137
Deferred Financing Costs, Net.................... 12,580 11,581
Prepaid Expenses and Other Assets, Net........... 89,994 90,816
----------- -----------
Total Assets.......................... $ 2,677,355 $ 2,526,963
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable, Net...................... $ 103,186 $ 104,951
Senior Unsecured Debt, Net....................... 948,758 948,688
Acquisition Facility Payable..................... 222,200 94,000
Accounts Payable and Accrued Expenses............ 100,425 78,946
Rents Received in Advance and Security Deposits.. 23,606 22,014
Dividends/Distributions Payable.................. 36,620 28,164
----------- -----------
Total Liabilities..................... 1,434,795 1,276,763
----------- -----------
Minority Interest................................... 186,725 190,974
Commitments and Contingencies....................... --- ---
Stockholders' Equity:
Preferred Stock ($.01 par value, 10,000,000 shares
authorized, 1,650,000, 40,000, 20,000, 50,000
and 30,000 shares of Series A, B, C, D and
E Cumulative Preferred Stock, respectively,
issued and outstanding at September 30, 2000
and December 31, 1999, having a liquidation
preference of $25 per share ($41,250),
$2,500 per share ($100,000), $2,500 per share
($50,000), $2,500 per share ($125,000) and
$2,500 per share ($75,000), respectively......... 18 18
Common Stock ($.01 par value, 100,000,000 shares
authorized, 38,625,317 and 38,152,811 shares
issued and outstanding at September 30, 2000
and December 31, 1999, respectively)............. 390 382
Additional Paid-in-Capital.......................... 1,199,034 1,177,364
Distributions in Excess of Accumulated Earnings..... (121,216) (114,451)
Unearned Value of Restricted Stock Grants........... (10,692) (4,087)
Treasury Shares, at cost (394,300 shares at
September 30, 2000) (11,699) ---
----------- -----------
Total Stockholders' Equity.......... 1,055,835 1,059,226
----------- -----------
Total Liabilities and
Stockholders' Equity............. $ 2,677,355 $ 2,526,963
=========== ===========
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Nine Months Nine Months
Ended Ended
September 30, September 30,
2000 1999
------------- -------------
Revenues:
Rental Income................................... $ 224,499 $ 222,815
Tenant Recoveries and Other Income.............. 61,466 60,737
----------- -----------
Total Revenues........................ 285,965 283,552
----------- -----------
Expenses:
Real Estate Taxes................................ 44,512 43,103
Repairs and Maintenance.......................... 12,942 13,259
Property Management.............................. 10,462 8,270
Utilities........................................ 7,409 7,616
Insurance........................................ 1,113 631
Other............................................ 4,542 3,070
General and Administrative....................... 12,586 10,009
Interest Expense................................. 61,425 60,566
Amortization of Deferred Financing Costs......... 1,323 969
Depreciation and Other Amortization.............. 50,035 51,406
----------- -----------
Total Expenses........................ 206,349 198,899
----------- -----------
Income from Operations Before Equity in Income
of Joint Ventures and Income Allocated to
Minority Interest................................ 79,616 84,653
Equity in Income of Joint Ventures.................. 189 372
Income Allocated to Minority Interest............... (12,150) (13,801)
----------- -----------
Income from Operations.............................. 67,655 71,224
Gain on Sales of Real Estate........................ 22,211 25,341
----------- -----------
Net Income.......................................... 89,866 96,565
Less: Preferred Stock Dividends.................... (24,633) (24,633)
----------- -----------
Net Income Available to Common Stockholders......... $ 65,233 $ 71,932
=========== ===========
Net Income Available to Common Stockholders Per
Weighted Average Common Share Outstanding:
Basic................................. $ 1.69 $ 1.89
=========== ===========
Diluted............................... $ 1.68 $ 1.89
=========== ===========
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Three Months
Ended Ended
September 30, September 30,
2000 1999
------------- -------------
Revenues:
Rental Income.................................... $ 75,863 $ 73,741
Tenant Recoveries and Other Income............... 20,688 20,390
----------- -----------
Total Revenues......................... 96,551 94,131
----------- -----------
Expenses:
Real Estate Taxes................................ 15,076 13,569
Repairs and Maintenance.......................... 4,113 3,410
Property Management.............................. 3,329 2,670
Utilities........................................ 2,480 2,412
Insurance........................................ 492 196
Other............................................ 1,464 1,055
General and Administrative....................... 4,357 3,513
Interest Expense................................. 21,349 20,264
Amortization of Deferred Financing Costs......... 424 365
Depreciation and Other Amortization.............. 14,873 17,033
----------- -----------
Total Expenses........................ 67,957 64,487
----------- -----------
Income from Operations Before Equity in Income of
Joint Ventures and Income Allocated to
Minority Interest................................ 28,594 29,644
Equity in Income of Joint Ventures.................. 70 126
Income Allocated to Minority Interest............... (4,041) (6,106)
----------- -----------
Income from Operations.............................. 24,623 23,664
Gain on Sales of Real Estate........................ 6,280 16,999
----------- -----------
Net Income.......................................... 30,903 40,663
Less: Preferred Stock Dividends.................... (8,211) (8,211)
----------- -----------
Net Income Available to Common Stockholders........ $ 22,692 $ 32,452
=========== ===========
Net Income Available to Common Stockholders Per
Weighted Average Common Share Outstanding:
Basic................................... $ .58 $ .85
=========== ===========
Diluted................................. $ .58 $ .85
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Nine Months Ended Nine Months Ended
September 30, 2000 September 30,1999
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.......................... $ 89,866 $ 96,565
Income Allocated to
Minority Interest ............... 12,150 13,801
------------------ -----------------
Income Before Minority Interest..... 102,016 110,366
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Depreciation.................... 45,104 46,970
Amortization of Deferred
Financing Costs............... 1,323 969
Other Amortization ............. 6,468 4,620
Provision for Bad Debt.......... 50 ---
Equity in Income of Joint
Ventures...................... (189) (372)
Distributions from Joint
Ventures...................... 189 372
Gain on Sales of Properties..... (22,211) (25,341)
Increase in Tenant Accounts
Receivable and Prepaid
Expenses and Other
Assets, Net................... (21,197) (4,440)
Increase in Deferred Rent
Receivable.................... (882) (3,477)
Increase in Accounts Payable
and Accrued Expenses and Rents
Received in Advance and
Security Deposits............. 25,628 7,851
Decrease in Restricted Cash..... 170 1,080
------------------ -----------------
Net Cash Provided by
Operating Activities... 136,469 138,598
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Additions to
Investment in Real Estate........ (330,050) (150,229)
Net Proceeds from Sales of
Investment in Real Estate........ 180,526 182,954
Contributions to and Investments
in Joint Venture................. (37) (2,528)
Distributions from Joint Venture.... 481 246
Funding of Mortgage Loans
Receivable....................... --- (332)
Repayment of Mortgage Loans
Receivable....................... 14,887 1,014
Decrease in Restricted Cash ........ --- 344
Increase in Restricted Cash ........ (20,432) (32,633)
------------------ -----------------
Net Cash Used in
Investing Activities... (154,625) (1,164)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from Exercise of
Employee Stock Options........... 8,007 59
Repayments on Mortgage Loans
Payable.......................... (1,710) (2,941)
Purchase of Treasury Shares......... (11,699) ---
Purchase of U.S. Government
Securities....................... (1,244) ---
Proceeds from Acquisition
Facility Payable................. 195,500 82,100
Repayments on Acquisition Facility
Payable.......................... (67,300) (121,300)
Dividends/Distributions............. (85,229) (81,380)
Preferred Stock Dividends........... (16,422) (24,633)
Cost of Debt Issuance............... (2,322) (812)
------------------ -----------------
Net Cash Provided by
(Used in) Financing
Activities ............ 17,581 (148,907)
------------------ -----------------
Net Decrease in Cash and Cash
Equivalents......................... (575) (11,473)
Cash and Cash Equivalents, Beginning
of Period........................... 2,609 21,823
------------------ -----------------
Cash and Cash Equivalents, End of
Period ............................. $ 2,034 $ 10,350
================== =================
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
1. ORGANIZATION AND FORMATION OF COMPANY
First Industrial Realty Trust, Inc. (the "Company") was organized in the
state of Maryland on August 10, 1993. The Company is a real estate investment
trust ("REIT") as defined in the Internal Revenue Code. The Company's operations
are conducted primarily through First Industrial, L.P. (the "Operating
Partnership") of which the Company is the sole general partner with an
approximate 84.3% ownership interest at September 30, 2000. As of September 30,
2000, the Company owned 976 in-service properties located in 25 states,
containing an aggregate of approximately 69.6 million square feet of gross
leasable area ("GLA"). Of the 976 in-service properties owned by the Company,
814 are held by the Operating Partnership, 105 are held by limited partnerships
in which the Operating Partnership is the limited partner and wholly-owned
subsidiaries of the Company are the general partners, 52 are held by limited
liability companies of which the Operating Partnership is the sole member and
five are held by an entity in which the Operating Partnership owns a 95%
economic interest. The Company, through wholly-owned limited liability companies
of which the Operating Partnership is the sole member, also owns 10% equity
interests in, and provides asset and property management services to, two joint
ventures which invest in industrial properties (the "September 1998 Joint
Venture" and the "September 1999 Joint Venture"). Minority interest in the
Company at September 30, 2000 represents the approximate 15.7% aggregate
partnership interest in the Operating Partnership held by the limited partners
thereof.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements have been prepared
in accordance with the accounting policies described in the financial statements
and related notes included in the Company's 1999 Form 10-K and should be read in
conjunction with such financial statements and related notes. The following
notes to these interim financial statements highlight significant changes to the
notes included in the December 31, 1999 audited financial statements included in
the Company's 1999 Form 10-K and present interim disclosures as required by the
Securities and Exchange Commission.
In order to conform with generally accepted accounting principles,
management, in preparation of the Company's financial statements, is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of September
30, 2000 and December 31, 1999, and the reported amounts of revenues and
expenses for each of the nine months and three months ended September 30, 2000
and 1999. Actual results could differ from those estimates.
In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Company as of September 30, 2000 and the results of its operations and its cash
flows for each of the nine months and three months ended September 30, 2000 and
1999.
Tenant Accounts Receivable, Net:
The Company provides an allowance for doubtful accounts against the portion
of tenant accounts receivable which is estimated to be uncollectible. Tenant
accounts receivable in the consolidated balance sheets are shown net of an
allowance for doubtful accounts of approximately $2,050 and $2,000 as of
September 30, 2000 and December 31, 1999, respectively.
6
<PAGE> 8
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Recent Accounting Pronouncements:
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FASB 133") on June 1, 1998. Statement of Financial
Accounting Standards No.138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FASB Statement 133" was issued in June 2000. FASB
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FASB 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FASB 133, as amended, becomes effective for the Company for the year
ending December 31, 2001. The Company does not expect this pronouncement to have
a material impact on the Company's consolidated financial position, consolidated
results of operations or consolidated cash flows.
In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Company has applied
the accounting mandated by Interpretation 44 as of July 1, 2000 and there has
not been a material impact on the Company's consolidated financial position,
consolidated results of operations or consolidated cash flows.
The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Company operations: the availability of a
taxable REIT subsidiary which may be wholly-owned directly by a REIT and a
reduction in the required level of distributions by a REIT to 90% of ordinary
taxable income. The Company may convert its preferred stock subsidiary to a
wholly-owned taxable REIT subsidiary on or after January 1, 2001.
3. INVESTMENTS IN JOINT VENTURES
During the nine months ended September 30, 2000, the Company, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received, in the aggregate, approximately $2,114 in asset
management and property management fees from the September 1998 Joint Venture
and the September 1999 Joint Venture, collectively. The Company, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received distributions of approximately $627 and $43 from the
September 1998 Joint Venture and the September 1999 Joint Venture, respectively.
As of September 30, 2000, the September 1998 Joint Venture owned 143 industrial
properties comprising approximately 7.3 million square feet of GLA and the
September 1999 Joint Venture owned 39 industrial properties comprising
approximately 1.2 million square feet of GLA.
7
<PAGE> 9
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
4. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE
Mortgage Loans Payable, Net:
On December 29, 1995, the Company, through an entity in which the Operating
Partnership is the sole limited partner and a wholly-owned subsidiary of the
Company is the general partner, entered into a $40,200 mortgage loan (the "1995
Mortgage Loan"). In June 2000, the Company purchased approximately $1.2 million
of U.S. Government securities as substitute collateral to execute a legal
defeasance of approximately $1.2 million of the 1995 Mortgage Loan (the "1995
Defeased Mortgage Loan"). The 1995 Defeased Mortgage Loan requires monthly
principal and interest payments based upon a 28-year amortization schedule. The
interest rate under the 1995 Defeased Mortgage Loan is fixed at 7.22% per annum.
The terms of the legal defeasance require the Company to use the gross proceeds
from the maturities of the U.S. Government securities to paydown and
subsequently retire the 1995 Defeased Mortgage Loan in January 2003. Upon the
execution of the legal defeasance, one of the 23 properties collateralizing the
1995 Mortgage Loan was released and subsequently sold.
Acquisition Facility:
In June 2000, the Company amended and restated the 1997 Unsecured
Acquisition Facility and entered into a $300,000 unsecured revolving credit
facility (the "2000 Unsecured Acquisition Facility") which initially bears
interest at LIBOR plus .80% or the Prime Rate at the Company's election and
provides for interest only payments until maturity. Under the 2000 Unsecured
Acquisition Facility, the Company has the right, subject to certain conditions,
to increase the aggregate commitment under the 2000 Unsecured Acquisition
Facility up to $400,000. The Company may borrow under the 2000 Unsecured
Acquisition Facility to finance the acquisition and development of additional
properties and for other corporate purposes, including to obtain additional
working capital. The 2000 Unsecured Acquisition Facility contains certain
financial covenants relating to debt service coverage, market value net worth,
dividend payout ratio and total funded indebtedness. The 2000 Unsecured
Acquisition Facility matures on June 30, 2003.
8
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FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
4. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED
The following table discloses certain information regarding the Company's
mortgage loans, senior unsecured debt and acquisition facility payable:
<TABLE>
<CAPTION>
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
---------------------------- ---------------------------- ---------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, MATURITY
2000 1999 2000 1999 2000 DATE
------------ ------------ ------------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS PAYABLE, NET
1995 Mortgage Loan......... $ 37,532 $ 39,099 $ 151 $ 165 7.220% 1/11/26
1995 Defeased Mortgage
Loans................... 1,204 --- 5 --- 7.220% 1/11/03
CIGNA Loan. ............... 34,127 34,636 213 216 7.500% 4/01/03
Assumed Loans.............. 8,085 8,343 --- --- 9.250% 1/01/13
LB Mortgage Loan II........ 705 705 --- --- 8.000% (1)
Acquisition Mortgage
Loan I................... 3,371 3,591 --- --- 8.500% 8/01/08
Acquisition Mortgage
Loan II................. 7,483 7,630 --- --- 7.750% 4/01/06
Acquisition Mortgage
Loan III................ 3,249 3,350 --- --- 8.875% 6/01/03
Acquisition Mortgage
Loan IV................. 2,375 2,423 --- --- 8.950% 10/01/06
Acquisition Mortgage
Loan V.................. 2,746 (2) 2,793 (2) --- --- 9.010% 9/01/06
Acquisition Mortgage
Loan VI................. 965 (2) 991 (2) --- --- 8.875% 11/01/06
Acquisition Mortgage
Loan VII................ 1,344 (2) 1,390 (2) --- --- 9.750% 3/15/02
------------ ------------ ------------- ------------
Total ..................... $ 103,186 $ 104,951 $ 369 $ 381
============ ============ ============= ============
SENIOR UNSECURED DEBT, NET
2005 Notes ................ $ 50,000 $ 50,000 $ 1,246 $ 383 6.900% 11/21/05
2006 Notes ................ 150,000 150,000 3,500 875 7.000% 12/01/06
2007 Notes ................ 149,965 (3) 149,961 (3) 4,307 1,457 7.600% 5/15/07
2011 Notes ................ 99,505 (3) 99,470 (3) 2,786 942 7.375% 5/15/11 (4)
2017 Notes ................ 99,835 (3) 99,828 (3) 2,500 625 7.500% 12/01/17
2027 Notes ................ 99,871 (3) 99,867 (3) 2,701 914 7.150% 5/15/27 (5)
2028 Notes ................ 199,782 (3) 199,776 (3) 3,209 7,009 7.600% 7/15/28
2011 Drs .................. 99,800 (3) 99,786 (3) 3,177 1,553 6.500% (7) 4/05/11 (6)
------------ ------------ ------------- ------------
Total .................... $ 948,758 $ 948,688 $ 23,426 $ 13,758
============ ============ ============= ============
ACQUISITION FACILITY PAYABLE
1997 Unsecured Acquisition
Facility................ $ --- $ 94,000 $ --- $ 663 (8) (8)
============ ============ ============= ============
2000 Unsecured Acquisition
Facility................ $ 222,200 $ --- $ 1,219 $ --- 7.430% 6/30/03
============ ============ ============= ============
</TABLE>
(1) The maturity date of the LB Mortgage Loan II is based on a contingent
event relating to the environmental status of the property collateralizing
the loan.
(2) At September 30, 2000, the Acquisition Mortgage Loan V, the Acquisition
Mortgage Loan VI and the Acquisition Mortgage Loan VII are net of
unamortized premiums of $230, $51 and $43, respectively. At December 31,
1999, the Acquisition Mortgage Loan V, the Acquisition Mortgage Loan VI and
the Acquisition Mortgage Loan VII are net of unamoritized premiums of $258,
$57 and $64, respectively.
(3) At September 30, 2000, the 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes,
2028 Notes and the 2011 Drs. are net of unamortized discounts of $35, $495,
$165, $129, $218 and $200, respectively. At December 31, 1999, the 2007
Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
net of unamoritized discounts of $39, $530, $172, $133, $224 and $214,
respectively.
(4) The 2011 Notes are redeemable at the option of the holder thereof, on
May 15, 2004.
(5) The 2027 Notes are redeemable at the option of the holders thereof,
on May 15, 2002.
(6) The 2011 Drs. are required to be redeemed by the Operating Partnership
on April 5, 2001 if the Remarketing Dealer elects not to remarket
the 2011 Drs.
(7) The 2011 Drs. bear interest at an annual rate of 6.50% to the Remarketing
Date. If the holder of the Call Option calls the 2011 Drs. and elects
to remarket the 2011 Drs., then after the Remarketing Date, the interest
rate on the 2011 Drs. will be reset at a fixed rate until April 5, 2011
based on a predetermined formula as disclosed in the related Prospectus
Supplement.
(8) The 1997 Unsecured Acquisition Facility was amended and restated in
June 2000.
9
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FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
4. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND
ACQUISITION FACILITY PAYABLE, CONTINUED
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and acquisition
facility payable for each of the next five years ending December 31, and
thereafter:
Amount
----------------
Remainder of 2000 $ 597
2001 2,507
2002 3,935
2003 260,534
2004 1,998
Thereafter 1,004,786
----------------
Total $ 1,274,357
================
The maturity date of the LB Mortgage Loan II is based on a contingent
event. As a result, this loan is not included in the preceding table.
5. STOCKHOLDERS' EQUITY
Restricted Stock:
During the nine months ended September 30, 2000, the Company awarded
355,139 shares of restricted common stock to certain employees and 2,768 shares
of restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 14,903 shares of
restricted common stock. These shares of restricted common stock had a fair
value of approximately $9,662 on the date of grant. The restricted common stock
vests over periods from one to ten years. Compensation expense will be charged
to earnings over the respective vesting periods.
Non-Qualified Employee Stock Options:
During the nine months ended September 30, 2000, certain employees of the
Company exercised 340,600 non-qualified employee stock options. Gross proceeds
to the Company were approximately $8,349.
On May 17, 2000, the Company granted 70,000 non-qualified employee stock
options. These stock options vest over one year and have a strike price of
$30.00 per share. These stock options expire ten years from the date of grant.
On August 28, 2000, the Company granted 863,950 non-qualified employee
stock options. These stock options vest over three years and have a strike price
of $27.25 per share. The market price of the stock on the date of grant was
$28.75. The Company will amortize the in-the-money intrinsic value of the stock
options over the vesting period. These stock options expire ten years from the
date of grant.
Treasury Stock:
In March 2000, the Company's Board of Directors approved the repurchase of
up to $100,000 of the Company's common stock. The Company may make purchases
from time to time, if price levels warrant, in the open market or in privately
negotiated transactions. During the nine months ended September 30, 2000, the
Company repurchased 394,300 shares of its common stock at a weighted average
price per share of approximately $29.67.
10
<PAGE> 12
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
5. STOCKHOLDERS' EQUITY, CONTINUED
Dividends/Distributions:
The following table summarizes dividends/distributions for the nine months
ended September 30, 2000:
COMMON STOCK/OPERATING PARTNERSHIP UNITS
<TABLE>
<CAPTION>
Dividend/Distribution Total
Record Date Payable Date per Share/Unit Dividend/Distribution
----------------- ------------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Fourth Quarter 1999 December 31, 1999 January 24, 2000 $ .6200 $ 28,164
First Quarter 2000 March 31, 2000 April 17, 2000 $ .6200 $ 28,462
Second Quarter 2000 June 30, 2000 July 17, 2000 $ .6200 $ 28,601
Third Quarter 2000 September 29, 2000 October 23, 2000 $ .6200 $ 28,409
</TABLE>
PREFERRED STOCK
<TABLE>
<CAPTION>
First Quarter:
Dividend Total
Record Date Payable Date per Share Dividend
----------------- ------------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Series A Preferred Stock March 15, 2000 March 31, 2000 $ .59375 $ 980
Series B Preferred Stock March 15, 2000 March 31, 2000 $ 54.68750 $ 2,188
Series C Preferred Stock March 15, 2000 March 31, 2000 $ 53.90600 $ 1,078
Series D Preferred Stock March 15, 2000 March 31, 2000 $ 49.68700 $ 2,485
Series E Preferred Stock March 15, 2000 March 31, 2000 $ 49.37500 $ 1,480
Second Quarter:
<CAPTION>
Dividend Total
Record Date Payable Date per Share Dividend
----------------- ------------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Series A Preferred Stock June 15, 2000 June 30, 2000 $ .59375 $ 980
Series B Preferred Stock June 15, 2000 June 30, 2000 $ 54.68750 $ 2,188
Series C Preferred Stock June 15, 2000 June 30, 2000 $ 53.90600 $ 1,078
Series D Preferred Stock June 15, 2000 June 30, 2000 $ 49.68700 $ 2,485
Series E Preferred Stock June 15, 2000 June 30, 2000 $ 49.37500 $ 1,480
Third Quarter:
<CAPTION>
Dividend Total
Record Date Payable Date per Share Dividend
----------------- ------------------ ----------------------- ---------------------
<S> <C> <C> <C> <C>
Series A Preferred Stock September 15, 2000 October 2, 2000 $ .59375 $ 980
Series B Preferred Stock September 15, 2000 October 2, 2000 $ 54.68750 $ 2,188
Series C Preferred Stock September 15, 2000 October 2, 2000 $ 53.90600 $ 1,078
Series D Preferred Stock September 15, 2000 October 2, 2000 $ 49.68700 $ 2,485
Series E Preferred Stock September 15, 2000 October 2, 2000 $ 49.37500 $ 1,480
</TABLE>
6. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
During the nine months ended September 30, 2000, the Company acquired 47
industrial properties comprising approximately 3.9 million square feet of GLA,
and several land parcels. The aggregate purchase price for these acquisitions
totaled approximately $207,514, excluding costs incurred in conjunction with the
acquisition of the properties. The Company also completed the development of 16
industrial properties comprising approximately 2.7 million square feet of GLA at
a cost of approximately $101,350.
7. SALES OF REAL ESTATE
During the nine months ended September 30, 2000, the Company sold 53
industrial properties and several land parcels. Gross proceeds from these sales
were approximately $193,079. The gain on sales of real estate was approximately
$22,211.
11
<PAGE> 13
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
8. REAL ESTATE HELD FOR SALE
The Company has an active sales program through which it is continually
engaged in identifying and evaluating its current portfolio for potential sales
candidates. At September 30, 2000, the Company had 118 properties comprising
approximately 10.8 million square feet of GLA held for sale. There can be no
assurance that such properties held for sale will be sold.
The following table discloses certain information regarding the 118
properties held for sale by the Company.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -------------------------
2000 1999 2000 1999
----------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Total Revenues $ 44,877 $ 42,058 $ 15,216 $ 13,843
Operating Expenses (14,115) (13,404) (4,802) (4,113)
Depreciation and Amortization (5,445) (7,242) (77) (2,414)
----------- ---------- --------- ---------
Income from Operations $ 25,317 $ 21,412 $ 10,337 $ 7,316
=========== ========== ========= =========
</TABLE>
9. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------
September 30, September 30,
2000 1999
------------ -------------
<S> <C> <C>
Interest paid, net of capitalized interest ........................... $ 51,213 $ 50,988
=========== =============
Interest capitalized.................................................. $ 4,075 $ 3,893
=========== =============
Supplemental schedule of noncash investing and
financing activities:
Distribution payable on common stock/units............................ $ 28,409 $ 27,157
=========== =============
Distribution payable on preferred stock............................... $ 8,211 $ ---
=========== =============
Issuance of units in exchange for property............................... $ 869 $ ---
=========== =============
Exchange of units for common shares:
Minority interest..................................................... $ (3,793) $ (1,972)
Common stock.......................................................... 1 1
Additional paid-in capital............................................ 3,792 1,971
----------- -------------
$ --- $ ---
=========== =============
In conjunction with the property and land acquisitions, the following
assets and liabilities were assumed:
Purchase of real estate .............................................. $ 207,514 $ 45,482
Accrued real estate taxes and security deposits ...................... (2,317) (119)
----------- -------------
$ 205,197 $ 45,363
=========== =============
In conjunction with certain property sales, the Company provided seller
financing on behalf of certain buyers:
Notes receivable...................................................... $ 5,149 $ 700
=========== =============
</TABLE>
12
<PAGE> 14
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
10. EARNINGS PER SHARE
Earnings per share ("EPS") amounts are based on the weighted average amount
of common stock and common stock equivalents (employee stock options)
outstanding. The outstanding units in the Operating Partnership (the "Units")
have been excluded from the diluted earnings per share calculation as there
would be no effect on the earnings per share amounts since the minority
interests' share of income would also be added back to net income. The
computation of basic and diluted EPS is presented below:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
--------------------------------- ---------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Numerator:
Net Income....................................... $ 89,866 $ 96,565 $ 30,903 $ 40,663
Less: Preferred Stock Dividends................ (24,633) (24,633) (8,211) (8,211)
--------------- -------------- -------------- --------------
Net Income Available to Common Stockholders
-For Basic and Diluted EPS................. $ 65,233 $ 71,932 $ 22,692 $ 32,452
=============== ============== ============== ==============
Denominator:
Weighted Average Shares - Basic................ 38,645 38,019 38,817 38,055
Effect of Dilutive Securities:
Employee and Director Common Stock Options.. 225 114 291 100
--------------- -------------- -------------- --------------
Weighted Average Shares- Diluted............... 38,870 38,133 39,108 38,155
=============== ============== ============== ==============
Basic EPS:
Net Income Available to Common Stockholders.... $ 1.69 $ 1.89 $ .58 $ .85
=============== ============== ============== ==============
Diluted EPS:
Net Income Available to Common Stockholders.... $ 1.68 $ 1.89 $ .58 $ .85
=============== ============== ============== ==============
</TABLE>
13
<PAGE> 15
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
11. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in legal
actions arising from the operation of its business. In management's opinion, the
liabilities, if any, that may ultimately result from such legal actions are not
expected to have a materially adverse effect on the consolidated financial
position, operations or liquidity of the Company.
The Company has committed to the construction of 26 development projects
totaling approximately 6.0 million square feet of GLA for an estimated
investment of approximately $232.3 million. Of this amount, approximately $151.2
million remains to be funded. These developments are expected to be funded with
cash flow from operations, proceeds from the sales of select properties of the
Company and borrowings under the 2000 Unsecured Acquisition Facility.
12. SUBSEQUENT EVENTS
From October 1, 2000 to November 10, 2000, the Company acquired several
land parcels for an aggregate purchase price of approximately $11,724, excluding
costs incurred in conjunction with the acquisition of these land parcels. The
Company also sold eight industrial properties and several land parcels for
approximately $11,397 of gross proceeds.
On October 2, 2000, the Company paid second quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock, $49.687 per share (equivalent to $.49687 per
Depositary Share) on its Series D Preferred Stock and $49.375 per share
(equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock.
The preferred stock dividends paid on October 2, 2000 totaled, in the aggregate,
approximately $8,211.
On October 23, 2000, the Company and the Operating Partnership paid a
second quarter 2000 dividend/distribution of $.62 per common share/Unit,
totaling approximately $28,409.
14
<PAGE> 16
FIRST INDUSTRIAL REALTY TRUST, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of First Industrial Realty Trust,
Inc.'s (the "Company") 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, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends 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 is 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" or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
affect on the operations and future prospects of the Company on a consolidated
basis include, but are not limited to, changes in: economic conditions generally
and the real estate market specifically, legislative/regulatory changes
(including changes to laws governing the taxation of real estate investment
trusts), availability of capital, interest rates, competition, supply and demand
for industrial properties in the Company's current and proposed market areas and
general accounting principles, policies and guidelines applicable to real estate
investment trusts. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included herein and in the Company's other filings with
the Securities and Exchange Commission.
The Company was organized in the state of Maryland on August 10, 1993. The
Company is a real estate investment trust ("REIT") as defined in the Internal
Revenue Code. The Company's operations are conducted primarily through First
Industrial, L.P. (the "Operating Partnership") of which the Company is the sole
general partner with an approximate 84.3% ownership interest at September 30,
2000. As of September 30, 2000, the Company owned 976 in-service properties
located in 25 states, containing an aggregate of approximately 69.6 million
square feet of gross leasable area ("GLA"). Of the 976 in-service properties
owned by the Company, 814 are held by the Operating Partnership, 105 are held by
limited partnerships in which the Operating Partnership is the limited partner
and wholly-owned subsidiaries of the REIT are the general partners, 52 are held
by limited liability companies of which the Operating Partnership is the sole
member and five are held by an entity in which the Operating Partnership owns a
95% economic interest. The Company, through wholly-owned limited liability
companies of which the Operating Partnership is the sole member, also owns 10%
equity interests in, and provides asset and property management services to, two
joint ventures which invest in industrial properties (the "September 1998 Joint
Venture" and the "September 1999 Joint Venture"). Minority interest in the
Company at September 30, 2000 represents the approximate 15.7% aggregate
partnership interest in the Operating Partnership held by the limited partners
thereof.
15
<PAGE> 17
RESULTS OF OPERATIONS
At September 30, 2000, the Company owned 976 in-service properties with
approximately 69.6 million square feet of GLA, compared to 950 in-service
properties with approximately 65.2 million square feet of GLA at September 30,
1999. During the period between October 1, 1999 and September 30, 2000, the
Company acquired 60 properties comprising approximately 5.0 million square feet
of GLA, completed the development of 25 properties totaling approximately 4.7
million square feet of GLA and sold 57 properties totaling approximately 5.6
million square feet of GLA. The Company also took three properties comprising
approximately .1 million square feet of GLA out of service and placed one
property in service comprising approximately .4 million square feet of GLA.
The comparison of the nine months ended September 30, 2000 to the nine
months ended September 30, 1999 and the comparison of the three months ended
September 30, 2000 to the three months ended September 30, 1999 is shown net of
property acquisitions, developments placed in service and property dispositions.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Rental income and tenant recoveries and other income remained relatively
unchanged. Rental income and tenant recoveries and other income from properties
owned prior to January 1, 1999 increased by approximately $9.5 million or 4.1%
due primarily to general rent increases and an increase in recoverable income
due to an increase in property expenses as discussed below.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $5.0 million or 6.6% due primarily to increases in
real estate tax expense, property management expense and other expense, offset
by a decrease in repairs and maintenance expense. The increase in real estate
tax expense is due to an increase in average GLA for the nine months ended
September 30, 2000 compared to the nine months ended September 30, 1999, as well
as general increases in real estate taxes in many of the Company's markets. The
increase in property management expense is primarily due to costs associated
with the opening of a regional office in California during the third quarter of
1999 as well as general pay increases. Other expense increased due primarily to
an increase in master lease payments associated with certain properties during
the nine months ended September 30, 2000 as compared to the nine months ended
September 30, 1999. The decrease in repairs and maintenance expense is due to a
decrease in snow removal and related expenses incurred during the nine months
ended September 30, 2000 as compared to the nine months ended September 30,
1999. Property expenses from properties owned prior to January 1, 1999 increased
$3.7 million or 5.7% due primarily to an increase in real estate tax expense.
The increase in real estate tax expense is due to general increases in real
estate taxes in many of the Company's markets.
General and administrative expense increased by approximately $2.6 million
due primarily to general pay increases and additional employees.
Interest expense increased by approximately $.9 million for the nine months
ended September 30, 2000 compared to the nine months ended September 30, 1999.
The increase is primarily due to an increase in the weighted average interest
rate for the nine months ended September 30, 2000 (7.31%) compared to the nine
months ended September 30, 1999 (7.14%), offset by a decrease in the average
debt balance outstanding and an increase in capitalized interest for the nine
months ended September 30, 2000 as compared to the nine months ended September
30, 1999. The average debt balance outstanding for the nine months ended
September 30, 2000 and 1999 was approximately $1,201.2 million and $1,212.6
million, respectively. The increase in capitalized interest is due to an
increase in development activities.
Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of additional deferred financing costs
relating to the Company's $300.0 million unsecured line of credit (the "1997
Unsecured Acquisition Facility") and the Company's 2000 Unsecured Acquisition
Facility (defined below), which amended and restated the 1997 Unsecured
Acquisition Facility.
16
<PAGE> 18
Depreciation and other amortization decreased by approximately $1.4 million
due primarily to the Company ceasing depreciation and amortization on properties
it considers held for sale as well as due to properties sold subsequent to
December 31, 1998. This decrease is offset by depreciation and amortization
related to properties acquired or developed subsequent to December 31, 1998.
The $22.2 million gain on sales of properties for the nine months ended
September 30, 2000 resulted from the sale of 53 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $193.1
million.
The $25.3 million gain on sales of properties for the nine months ended
September 30, 1999 resulted from the sale of 49 existing industrial properties,
one property under development and two land parcels. Gross proceeds from these
sales were approximately $192.3 million.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Rental income and tenant recoveries and other income increased by
approximately $2.4 million or 2.6% due to an increase in average occupied GLA
for the three months ended September 30, 2000 compared to the three months ended
September 30, 1999. Rental income and tenant recoveries and other income from
properties owned prior to July 1, 1999 increased by approximately $4.9 million
or 6.4% due primarily to general rent increases and an increase in recoverable
income due to an increase in property expenses as discussed below.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $3.6 million or 15.6% due primarily to increases in
real estate tax expense, property management expense and other expense. The
increase in real estate tax expense is due to an increase in average GLA for the
three months ended September 30, 2000 compared to the three months ended
September 30, 1999, as well as general increases in real estate taxes in many of
the Company's markets. The increase in property management expense is primarily
due to costs associated with the opening of a regional office in California
during the third quarter of 1999 as well as general pay increases. Other
expenses increased due primarily to an increase in master lease payments
associated with certain properties during the three months ended September 30,
2000 as compared to the three months ended September 30, 1999. Property expenses
from properties owned prior to July 1, 1999 increased approximately $2.6 million
or 12.5% due primarily to an increase in real estate tax expense. The increase
in real estate tax expense is due to general increases in real estate taxes in
many of the Company's markets.
General and administrative expense increased by approximately $.8 million
due primarily to general pay increases and additional employees.
Interest expense increased by approximately $1.1 million for the three
months ended September 30, 2000 compared to the three months ended September 30,
1999. The increase is primarily due to an increase in the weighted average
interest rate for the three months ended September 30, 2000 (7.35%) compared to
the three months ended September 30, 1999 (7.14%) and an increase in the average
debt balance outstanding for the three months ended September 30, 2000 as
compared to the three months ended September 30, 1999. The average debt
balance outstanding for the three months ended September 30, 2000 and 1999 was
approximately $1,237.1 million and $1,222.3 million, respectively.
Amortization of deferred financing costs increased by approximately $.1
million due primarily to amortization of additional deferred financing costs
relating to the Company's 2000 Unsecured Acquisition Facility (defined below).
Depreciation and other amortization decreased by approximately $2.2 million
due primarily to the Company ceasing depreciation and amortization on properties
it considers held for sale as well as due to properties sold subsequent to June
30, 1999. This decrease is offset by depreciation and amortization related to
properties acquired or developed subsequent to June 30, 1999.
17
<PAGE> 19
The $6.3 million gain on sales of properties for the three months ended
September 30, 2000 resulted from the sale of 18 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $56.9
million.
The $17.0 million gain on sales of properties for the three months ended
September 30, 1999 resulted from the sale of 25 existing industrial properties
and one land parcel. Gross proceeds from these sales were approximately $108.3
million.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company's cash and cash equivalents was
approximately $2.0 million and restricted cash was approximately $22.6 million.
Included in restricted cash are approximately $1.2 million of cash reserves
required to be set aside under the Company's $40.0 million mortgage loan (the
"1995 Mortgage Loan") for payments of security deposit refunds, tenant
improvements, capital expenditures, interest, real estate taxes, and insurance.
The portion of the cash reserve relating to payments for capital expenditures,
interest, real estate taxes, and insurance for properties collateralizing the
1995 Mortgage Loan is established monthly, distributed to the Company as such
expenditures are made and is replenished to a level adequate to make the next
periodic payment of such expenditures. The portion of the cash reserve relating
to security deposit refunds for the tenants occupying the properties
collateralizing the 1995 Mortgage Loan is adjusted as tenants turn over. Also
included in restricted cash is approximately $21.4 million of gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Company exchanges into properties under Section 1031 of the Internal Revenue
Code.
NINE MONTHS ENDED SEPTEMBER 30, 2000
Net cash provided by operating activities of approximately $136.5 million
for the nine months ended September 30, 2000 was comprised primarily of net
income before minority interest of approximately $102.0 million, adjustments for
non-cash items of approximately $29.9 million and the net change in operating
assets and liabilities of approximately $4.6 million. The adjustments for the
non-cash items of approximately $29.9 million are primarily comprised of
depreciation and amortization of approximately $52.9 million and a provision for
bad debts of approximately $.1 million, offset by the gain on sales of
properties of approximately $22.2 million and the effect of the straight-lining
of rental income of approximately $.9 million.
Net cash used in investing activities of approximately $154.6 million for
the nine months ended September 30, 2000 was comprised primarily of the
acquisition of real estate, development of real estate, capital expenditures
related to the expansion and improvement of existing real estate and an increase
in restricted cash from sales proceeds deposited with an intermediary for
Section 1031 exchange purposes, offset by the net proceeds from the sales of
real estate, distributions from the September 1998 Joint Venture and the
September 1999 Joint Venture and the repayment of mortgage loans receivable.
Net cash provided by financing activities of approximately $17.6 million
for the nine months ended September 30, 2000 was comprised primarily of
repayments on mortgage loans payable, the purchase of treasury shares, the
purchase of U.S. Government securities used as substitute collateral to execute
a legal defeasance of a portion of the 1995 Mortgage Loan (the "1995 Defeased
Mortgage Loan"), common and preferred stock dividends and unit distributions and
debt issuance costs incurred in conjunction with the 2000 Unsecured Acquisition
Facility (defined below), offset by the net borrowings under the Company's 1997
Unsecured Acquisition Facility and 2000 Unsecured Acquisition Facility (defined
below) and net proceeds from the exercise of employee stock options.
18
<PAGE> 20
NINE MONTHS ENDED SEPTEMBER 30, 1999
Net cash provided by operating activities of approximately $138.6 million
for the nine months ended September 30, 1999 was comprised primarily of net
income before minority interest of approximately $110.4 million, adjustments for
non-cash items of approximately $23.7 million and the net change in operating
assets and liabilities of approximately $4.5 million. The adjustments for the
non-cash items of approximately $23.7 million are primarily comprised of
depreciation and amortization of approximately $52.5 million, offset by the gain
on sales of real estate of approximately $25.3 million and the effect of the
straight-lining of rental income of approximately $3.5 million.
Net cash used in investing activities of approximately $1.2 million for the
nine months ended September 30, 1999 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, investment in the September
1998 Joint Venture and the September 1999 Joint Venture, the funding of a
mortgage loan receivable and an increase in restricted cash from sales proceeds
deposited with an intermediary for Section 1031 exchange purposes, offset by the
net proceeds from the sales of real estate, distributions from the September
1998 Joint Venture, a decrease in restricted cash due to a reimbursement of a
deferred maintenance escrow established in connection with the issuance of the
Company's Series A Preferred Stock and the repayment of mortgage loans
receivable.
Net cash used in financing activities of approximately $148.9 million for
the nine months ended September 30, 1999 was comprised primarily of repayments
on mortgage loans payable, common and preferred stock dividends and unit
distributions and the net proceeds under the Company's 1997 Unsecured
Acquisition Facility, offset by the net proceeds from the exercise of employee
stock options.
MARKET RISK
The following discussion about the Company's risk-management activities
includes "forward-looking statements" that involve risk and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statements.
This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Company at September 30, 2000 that are sensitive to
changes in the interest rates. While this analysis may have some use as a
benchmark, it should not be viewed as a forecast.
In the normal course of business, the Company also faces risks that are
either non-financial or non-quantifiable. Such risks principally include credit
risk and legal risk and are not represented in the following analysis.
At September 30, 2000, $222.2 million (approximately 17.4% of total debt at
September 30, 2000) of the Company's debt was variable rate debt (all of the
variable rate debt relates to the Company's 2000 Unsecured Acquisition Facility
(defined below)) and $1,051.9 million (approximately 82.6% of total debt at
September 30, 2000) was fixed rate debt. The Company also had outstanding a
written put and a written call option (collectively, the "Written Options")
which were issued in conjunction with the initial offering of two tranches of
unsecured debt. The Company's past practice has been to lock into fixed interest
rates at issuance or fix the rate of variable rate debt through the use of
interest rate protection agreements when interest rate market conditions dictate
it is advantageous to do so. Currently, the Company does not enter into
financial instruments for trading or other speculative purposes.
For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Company. Conversely,
for variable rate debt, changes in the interest rate generally do not impact the
fair value of the debt, but would affect the Company's future earnings and cash
flows. The interest rate risk and changes in fair market value of fixed rate
debt generally do not have a significant impact on the Company until the Company
is required to refinance such debt. See Note 4 to the
19
<PAGE> 21
consolidated financial statements for a discussion of the maturity dates of the
Company's various fixed rate debt.
Based upon the amount of variable rate debt outstanding at September 30,
2000, a 10% increase or decrease in the interest rate on the Company's variable
rate debt would decrease or increase, respectively, future net income and cash
flows by approximately $1.7 million per year. A 10% increase in interest rates
would decrease the fair value of the fixed rate debt at September 30, 2000 by
approximately $47.2 million to $937.1 million. A 10% decrease in interest rates
would increase the fair value of the fixed rate debt at September 30, 2000 by
approximately $52.8 million to $1,037.1 million. A 10% increase in interest
rates would decrease the fair value of the Written Options at September 30, 2000
by approximately $2.4 million to $3.7 million. A 10% decrease in interest rates
would increase the fair value of the Written Options at September 30, 2000 by
approximately $4.1 million to $10.2 million.
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE
During the nine months ended September 30, 2000, the Company purchased 47
industrial properties comprising approximately 3.9 million square feet of GLA,
and several land parcels, for an aggregate purchase price of approximately
$207.5 million, excluding costs incurred in conjunction with the acquisition of
the properties. The Company also completed the development of 16 industrial
properties comprising approximately 2.7 million square feet of GLA at a cost of
approximately $101.4 million.
During the nine months ended September 30, 2000, the Company sold 53
industrial properties and several land parcels. Gross proceeds from these sales
were approximately $193.1 million.
The Company has committed to the construction of 26 development projects
totaling approximately 6.0 million square feet of GLA for an estimated
investment of approximately $232.3 million. Of this amount, approximately $151.2
million remains to be funded. These developments are expected to be funded with
cash flows from operations, proceeds from the sales of select properties of the
Company and borrowings under the Company's 2000 Unsecured Acquisition Facility
(defined below).
REAL ESTATE HELD FOR SALE
The Company has an active sales program through which it is continually
engaged in identifying and evaluating its current portfolio for potential sales
candidates. At September 30, 2000, the Company had 118 properties comprising
approximately 10.8 million square feet of GLA held for sale. Income from
operations of the 118 properties held for sale for the nine months ended
September 30, 2000 and 1999 is approximately $25.3 million and $21.4 million,
respectively. Income from operations of the 118 properties held for sale for the
three months ended September 30, 2000 and 1999 is approximately $10.3 million
and $7.3 million, respectively. Net carrying value of the 118 properties held
for sale at September 30, 2000 is approximately $373.5 million. There can be no
assurance that such properties held for sale will be sold.
INVESTMENTS IN JOINT VENTURES
During the nine months ended September 30, 2000, the Company, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received, in the aggregate, approximately $2.1 million in asset
management and property management fees from the September 1998 Joint Venture
and the September 1999 Joint Venture, collectively. The Company, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received distributions of approximately $.6 million and .1
million from the September 1998 Joint Venture and the September 1999 Joint
Venture, respectively. As of September 30, 2000, the September 1998 Joint
Venture owned 143 industrial properties comprising approximately 7.3 million
square feet of GLA and the September 1999 Joint Venture owned 39 industrial
properties comprising approximately 1.2 million square feet of GLA.
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<PAGE> 22
MORTGAGE LOANS PAYABLE
On December 29, 1995, the Company, through an entity in which the Operating
Partnership is the sole limited partner and a wholly-owned subsidiary of the
Company is the general partner, entered into a $40.2 million mortgage loan (the
"1995 Mortgage Loan"). In June 2000, the Company purchased approximately $1.2
million of U.S. Government securities as substitute collateral to execute a
legal defeasance of approximately $1.2 million of the 1995 Mortgage Loan (the
"1995 Defeased Mortgage Loan"). The 1995 Defeased Mortgage Loan requires monthly
principal and interest payments based upon a 28-year amortization schedule. The
interest rate under the 1995 Defeased Mortgage Loan is fixed at 7.22% per annum.
The terms of the legal defeasance require the Company to use the gross proceeds
from the maturities of the U.S. Government securities to paydown and
subsequently retire the 1995 Defeased Mortgage Loan in January 2003. Upon the
execution of the legal defeasance, one of the 23 properties collateralizing the
1995 Mortgage Loan was released and subsequently sold.
ACQUISITION FACILITY PAYABLE
In June 2000, the Company amended and restated the 1997 Unsecured
Acquisition Facility and entered into a $300.0 million unsecured revolving
credit facility (the "2000 Unsecured Acquisition Facility") which initially
bears interest at LIBOR plus .80% or the Prime Rate at the Company's election,
and provides for interest only payments until maturity. Under the 2000 Unsecured
Acquisition Facility, the Company has the right, subject to certain conditions,
to increase the aggregate commitment under the 2000 Unsecured Acquisition
Facility up to $400.0 million. The Company may borrow under the 2000 Unsecured
Acquisition Facility to finance the acquisition and development of additional
properties and for other corporate purposes, including to obtain additional
working capital. The 2000 Unsecured Acquisition Facility contains certain
financial covenants relating to debt service coverage, market value net worth,
dividend payout ratio and total funded indebtedness. The 2000 Unsecured
Acquisition Facility matures on June 30, 2003.
ISSUANCE OF RESTRICTED STOCK
During the nine months ended September 30, 2000, the Company awarded
355,139 shares of restricted common stock to certain employees and 2,768 shares
of restricted common stock to certain Directors. Other employees of the Company
converted certain in-the-money employee stock options to 14,903 shares of
restricted common stock. These shares of restricted common stock had a fair
value of approximately $9.7 million on the date of grant. The restricted common
stock vests over periods from one to ten years. Compensation expense will be
charged to earnings over the respective vesting periods.
NON-QUALIFIED EMPLOYEE STOCK OPTIONS
During the nine months ended September 30, 2000, certain employees of the
Company exercised 340,600 non-qualified employee stock options. Gross proceeds
to the Company were approximately $8.3 million.
On May 17, 2000, the Company granted 70,000 non-qualified employee stock
options. These stock options vest over one year and have a strike price of
$30.00 per share. These stock options expire ten years from the date of grant.
On August 28, 2000, the Company granted 863,950 non-qualified employee
stock options. These stock options vest over three years and have a strike price
of $27.25 per share. The market price of the stock on the date of grant was
$28.75. The Company will amortize the in-the-money intrinsic value of the stock
options over the vesting period. These stock options expire ten years from the
date of grant.
TREASURY STOCK
In March 2000, the Company's Board of Directors approved the repurchase of
up to $100.0 million of the Company's common stock. The Company may make
purchases from time to time, if price levels
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<PAGE> 23
warrant, in the open market or in privately negotiated transactions. During the
nine months ended September 30, 2000, the Company repurchased 394,300 shares of
its common stock at a weighted average price per share of approximately $29.67.
DIVIDENDS/DISTRIBUTIONS
On January 24, 2000, the Company and the Operating Partnership paid a
fourth quarter 1999 distribution of $.62 per common share/Unit, totaling
approximately $28.2 million. On April 17, 2000, the Company and the Operating
Partnership paid a first quarter 2000 distribution of $.62 per common
share/Unit, totaling approximately $28.5 million. On July 17, 2000, the Company
and the Operating Partnership paid a first quarter 2000 distribution of $.62 per
common share/Unit, totaling approximately $28.6 million.
On March 31, 2000, the Company paid first quarter preferred stock dividends
of $.59375 per share on its Series A Preferred Stock, $54.688 per share
(equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock,
$53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C
Preferred Stock, $49.687 per share (equivalent to $.49687 per Depositary Share)
on its Series D Preferred Stock and $49.375 per share (equivalent to $.49375 per
Depositary Share) on its Series E Preferred Stock. The preferred stock dividends
paid on March 31, 2000 totaled, in the aggregate, approximately $8.2 million.
On June 30, 2000, the Company paid second quarter preferred stock dividends
of $.59375 per share on its Series A Preferred Stock, $54.688 per share
(equivalent to $.54688 per Depositary Share) on its Series B Preferred Stock,
$53.906 per share (equivalent to $.53906 per Depositary Share) on its Series C
Preferred Stock, $49.687 per share (equivalent to $.49687 per Depositary Share)
on its Series D Preferred Stock and $49.375 per share (equivalent to $.49375 per
Depositary Share) on its Series E Preferred Stock. The preferred stock dividends
paid on June 30, 2000 totaled, in the aggregate, approximately $8.2 million.
SUBSEQUENT EVENTS
From October 1, 2000 to November 10, 2000, the Company acquired several
land parcels for an aggregate purchase price of approximately $11.7 million,
excluding costs incurred in conjunction with the acquisition of these land
parcels. The Company also sold eight industrial properties and several land
parcels for approximately $11.4 million of gross proceeds.
On October 2, 2000, the Company paid second quarter preferred stock
dividends of $.59375 per share on its Series A Preferred Stock, $54.688 per
share (equivalent to $.54688 per Depositary Share) on its Series B Preferred
Stock, $53.906 per share (equivalent to $.53906 per Depositary Share) on its
Series C Preferred Stock, $49.687 per share (equivalent to $.49687 per
Depositary Share) on its Series D Preferred Stock and $49.375 per share
(equivalent to $.49375 per Depositary Share) on its Series E Preferred Stock.
The preferred stock dividends paid on October 2, 2000 totaled, in the aggregate,
approximately $8.2 million.
On October 23, 2000, the Company and the Operating Partnership paid a
second quarter 2000 dividend/distribution of $.62 per common share/Unit,
totaling approximately $28.4 million.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Company has considered its short-term (one year or less) liquidity
needs and the adequacy of its estimated cash flow from operations and other
expected liquidity sources to meet these needs. The Company believes that its
principal short-term liquidity needs are to fund normal recurring expenses, debt
service requirements and the minimum distribution required to maintain the
Company's REIT qualification under the Internal Revenue Code. The Company
anticipates that these needs will be met with cash flows provided by operating
activities.
The Company expects to meet long-term (greater than one year) liquidity
requirements such as property acquisitions, developments, scheduled debt
maturities, major renovations, expansions and other nonrecurring capital
improvements through the disposition of select assets, long-term secured and
22
<PAGE> 24
unsecured indebtedness and the issuance of additional equity securities if
advantageous market conditions exist. As of September 30, 2000 and November 10,
2000, $589.2 million of common stock, preferred stock and depositary shares and
$100.0 million of debt securities were registered and unissued under the
Securities Act of 1933, as amended. The Company also may finance the development
or acquisition of additional properties through borrowings under the 2000
Unsecured Acquisition Facility. At September 30, 2000, borrowings under the 2000
Unsecured Acquisition Facility bore interest at a weighted average interest rate
of 7.43%. As of November 10, 2000, the Company had approximately $33.9 million
available for additional borrowings under the 2000 Unsecured Acquisition
Facility.
OTHER
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FASB 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FASB Statement 133" was issued in June 2000. FASB
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FASB 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FASB 133, as amended, becomes effective for the Company for the year
ending December 31, 2001. The Company does not expect this pronouncement to have
a material impact on the Company's consolidated financial position, consolidated
results of operations or consolidated cash flows.
In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Company has applied
the accounting mandated by Interpretation 44 as of July 1, 2000 and there has
not been a material impact on the Company's consolidated financial position,
consolidated results of operations or consolidated cash flows.
The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Company operations: the availability of a
taxable REIT subsidiary which may be wholly-owned directly by a REIT and a
reduction in the required level of distributions by a REIT to 90% of ordinary
taxable income. The Company may convert its preferred stock subsidiary to a
wholly-owned taxable REIT subsidiary on or after January 1, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Response to this item is included in Item 2. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" above.
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<PAGE> 25
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
Exhibit No. Description
----------- -----------
10.1* Thirteenth Amendment, dated as of September 1, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.2* Fourteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.3* Fifteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.4* Sixteenth Amendment, dated as of October 27, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
27 * Financial Data Schedule
* Filed herewith.
Report on Form 8-K
------------------
None
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<PAGE> 26
-------------------------------------------------------------------------------
The Company has prepared supplemental financial and operating
information which is available without charge upon request to the Company.
Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
25
<PAGE> 27
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.
Date: November 13, 2000 By: /s/ Michael J. Havala
----------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE> 28
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1* Thirteenth Amendment, dated as of September 1, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.2* Fourteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.3* Fifteenth Amendment, dated as of October 13, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
10.4* Sixteenth Amendment, dated as of October 27, 2000, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P., dated March 18, 1998
27 * Financial Data Schedule
* Filed herewith.
27
