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Executives

Art Harmon – Director, IR and Corporate Communications

Bruce Duncan – President and CEO

Scott Musil – Acting CFO

Chris Schneider – Chief Information Officer

Johannson Yap – Chief Investment Officer

Analysts

Ki Bin Kim – Macquarie

Cedrik Lachance – Green Street

Mark Lutenski – BMO Capital Markets

Dan Donlan – Janney Montgomery

Tony Cantonelli [ph] – Global Partners

First Industrial Realty Trust, Inc (FR) Q2 2009 Earnings Call Transcript August 5, 2009 11:00 AM ET

Operator

Good morning. My name is Suzette and I will be your conference operator today. At this time, I would like to welcome everyone to the First Industrial second quarter 2009 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator instructions) Thank you. I now would like to turn the call over to Mr. Art Harmon, Director of Investor Relations. Sir, go ahead with your conference.

Art Harmon

Thanks, Suzette. Hello, everyone, and welcome to our call. Before we discuss our second quarter results, let me remind everyone that the speakers on today's call will make various remarks regarding future expectations, plans and prospects for First Industrial, such as those related to our liquidity, management of our debt maturities and overall capital deployment, our planned dispositions, our development and joint venture activities, continued compliance with our financial covenants, and expected earnings.

These remarks constitute forward-looking statements under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. First Industrial assumes no obligation to update or supplement these forward-looking statements. Such forward-looking statements involve important factors that could cause actual results to differ materially from those in forward-looking statements, including those risks discussed in First Industrial's 10-K for the year ending December 31, 2008 filed with the SEC and subsequent reports on 10-Q. Reconciliations from GAAP financial measures to non-GAAP financial measures are provided in our supplemental report, which is available at firstindustrial.com under the Investor Relations tab.

Today we will begin our call with remarks by Bruce Duncan, our President and CEO, to be followed by a review of our results and financial position by Scott Musil, our Acting Chief Financial Officer, after which we will be pleased to open it up for your questions. The other members of senior management in attendance today are Jojo [ph] Yap, our Chief Investment Officer, and Chris Schneider, Senior Vice president of Operations.

Now let me turn the call over to Bruce.

Bruce Duncan

Thanks, Art. And thank you all for joining us on today’s call. As I’m sure you saw in our press release last night, we have been executing on our back-to-basic plan that we outlined for you earlier this year in a very difficult economic environment. Our success to date on that plan is reflected in what we have been able to accomplish on the capital side of the business, as well as on our operating results for the quarter. Everyone on the First Industrial team is contributing toward our goals. And I would like to acknowledge their efforts and thank them for all their hard work.

First and foremost on our minds and the minds of our investors has been the balance sheet. On the capital and deleveraging front, we have made some important strides in the second quarter and third quarter to date. As announced in June, we completed $154 million of secured financings to retire the remainder of $125 million of notes that matured June 15th. To further our liquidity, we have been pursuing select asset sales.

In the second quarter, we completed $14 million of balance sheet sales and then sold another $13 million in the third quarter to date. Overall, we would like to sell about $80 million to $100 million this year from our balance sheet, but the sales market is difficult to predict and the impact of any future sales in 2009 are not included in our guidance.

And as we told you, we would delever by buying back unsecured debt with available proceeds from sales as well as secured financings. We were successful on that front in the second quarter and third quarter to date to the tune of repurchasing $72 million of unsecured notes at a discount of approximately 24%.

With regard to our bottom line results for the second quarter, they were good. FFO came in at $0.50 per share. Results for the quarter reflected better than anticipated joint venture FFO as a result of gains and incentive fees from dispositions, in particular from a significant user sale in Salt Lake City, gains from retirement of debt, as well as other one-time items, and Scott will walk you through these in more detail.

Occupancy was 82.1% at quarter-end for our in-service portfolio. And this is in line with our expectations, with result impacted by a few large move-outs that we telegraphed last quarter. Tenant retention at 55% by square footage was a little better than anticipated.

Now, looking at our markets and our portfolio, what we are seeing on the leasing side mirrors market data and what has been reported by some of our peers. It is a very competitive market out there and almost all North American markets have demonstrated increased vacancy.

On a positive note, we see more activity in most of our vacancies. But decision-making continued to be slow with customers having many choices, given the overall supply of available space in the market. As such, tenant retention is important. And in the second half of the year, we expect it to be about 65% based upon our visibility today.

We are planning on the leasing environment continuing to be tough for the remainder of this year and into 2010. So we are acting accordingly by being aggressive in pursuit of occupancy using inducements where necessary when they make economic sense.

On the expense side, we are on track with our plan for G&A, with expenses now expected to be about $41 million, reflecting an accrual for some incentive compensation. We continue to be diligent on costs throughout all aspects of the organization. Obviously, a big part of our job for this year and next is to improve our capital position. And to that end, we will continue to pursue secured financing and asset sales and primarily use the proceeds to buy back unsecured debt.

In discussing capital, I also want to reiterate our dividend policy. As we told you previously, our policy is to distribute the minimum amount required to maintain our REIT status. We will look at our estimate for taxable income in the fourth quarter. And to the extent we are required to pay common dividend in 2009, we may elect to satisfy this obligation by distributing a combination of stock and cash.

Looking at our level of taxable income for the first six months of the year if annualized, it would not require us to pay a common dividend. Based on our current guidance for 2009, which excludes the impact of future asset sales, we would not generate taxable income at levels that would require common dividend distribution in 2009.

In the context of our goal of preserving as much capital as we can, on the investment front, I remind you that we are not pursuing any new investments on our balance sheet for the remainder of 2009. And we would be extremely selective in our joint venture investments.

We are currently monitoring transactions and activity in the market and believe that longer term there may be some good opportunities to use our platform for investments with capital partners, but that would be further down the horizon. As a result of the impact of our year-to-date results, including gains from debt buyback we completed in the second quarter as well as those completed in the third quarter to date, we are raising our FFO guidance for 2009. We see FFO per share for the year at $1.65 to $1.75, excluding the impact of any future sales or debt buybacks beyond what we’ve announced today. That is up from a midpoint of $1.28 per share.

So before I turn it over to Scott, I just want to reiterate a few key points. We laid out our plan to you at the beginning of the year and we’ve been executing on that plan on all fronts; capital, leasing and expense management. The investor market continues to be difficult, to say the least. So we are working hard everyday, competing to attract and retain tenants. We will continue to work hard in improving our liquidity, and while we would love to see improvements in the capital markets and overall economy, we are not counting on it in the short-term.

So with that, let me turn it over to Scott to talk about our results for the second quarter. Scott?

Scott Musil

Thanks, Bruce. Funds from operations were $0.50 compared to $0.42 per share in the year-ago quarter, which was ahead of our original expectations. FFO results were held by a few items, including $0.08 per share from a gain on early retirement of debt, approximately $0.05 per share on a mark-to-market gain on interest rate protection agreements and about $0.05 per share related to an income tax benefit.

EPS for the quarter was a loss of $0.17 compared to income of $0.92 for the year-ago quarter. As Bruce mentioned, our occupancy at quarter-end for our in-service portfolio was 82.1%, down from 86% last quarter. Several large move-outs contributed to the decline and virtually all of our markets have lower occupancy than the year-ago quarter.

First Industrial’s all-in occupancy at quarter-end was 80.1% compared to 82.4% last quarter, a 230 basis point decrease and a 540 basis point decrease from a year ago. Tenant retention was 55% and same-store NOI on a cash basis was negative 2.2%, excluding lease-term fees. Rental rates were down 4% and leasing costs averaged $3.28 per square foot for the quarter, which reflects longer lease terms for some deals commencing in the second quarter. Looking at it on a per square foot per year basis, leasing costs were $0.71 compared to $0.66. We expect leasing costs in the third and fourth quarters to be closer to our first quarter rate of $2.18.

Moving on to our capital market activities and capital position, as Bruce mentioned and as you saw in the press release in June, we obtained $154 million in secured financings. Loan-to-values were less than 65%, with a weighted average interest rate of about 7.8%. We use the proceeds to pay off our 2009 notes due June 15.

Quickly summarizing our capital structure position, our weighted average debt maturity is 7.5 years, significantly longer than many other companies in our industry. Following our June refinancing, 87% of our assets are unencumbered by mortgages. We have less than $19 million of debt maturing and regularly scheduled principal payments through the end of 2010. Our next large maturities are $200 million due in March 2011 and $200 million due in September 2011, and we’ve already done some work on reducing these, which I will talk about in a moment.

Sales are an important part of our plan to reduce leverage. During the second quarter, we completed the sale of three balance sheet assets for total proceeds of $13.6 million at a weighted average cap rate of 9.1%. In the third quarter to date, we have completed six balance sheet asset sales for a total of $12.6 million at a weighted average cap rate of 7.3%.

In our JVs in the second quarter, as Bruce mentioned, we had a significant sale of one spec development building and adjacent land in Salt Lake City for total sales proceeds of $44.6 million. The facility and site met the users’ strategic needs and generated a good return for us, which is reflected in our JV FFO for the quarter and for our partner.

We also sold another parcel of land in a quarter for $2.2 million. We have been using available cash to continue our deleveraging efforts. As Bruce noted, in the second quarter and third quarter to date, we repurchased $72 million in the open market at a 24% discount. This amount excludes open market repurchases of our June 2009 notes prior to maturity. We have repurchased $27 million of the March 2011 notes, $15.7 million of the 2012 notes, $10 million of the 2014 notes, and $19.5 million of the 2016 notes. As of today, our cash position plus line availability is approximately $27 million.

With regard to our loan covenants, we were compliant as of the end of the quarter and we expect to remain in compliance for the balance of the year subject to achieving our 2009 plan. As we noted in our 10-K filed in March and our last conference call, reductions in net operating income below our projections or limitations on our ability to sell properties could impact our ability to meet our financial covenants.

With regard to JV debt maturities as provided in our supplemental, the total debt for our JVs is $1.5 billion and our share is 10% to 15% depending on the venture. None of the joint venture debt is recoursed to First Industrial. For 2009, as of June 30th, we have a total of $24 million maturing, which is in one of our net lease ventures. We are currently working with the existing lenders and other lenders to refinance this debt. We are also currently working on refinancing debt coming due in 2010 and will continue to look for opportunities to sell assets to reduce this debt.

Regarding 2009 guidance, as noted in our press release, we are raising our FFO per share guidance from a range of $1.23 to $1.33 per share to a range of $1.65 to $1.75 per share, which includes the impact of approximately $0.12 per share of the restructuring charges, as detailed last quarter.

This upward revision amounts to about $0.42 at the midpoint and is comprised of the following. Approximately $0.32 relates to recognition of gains from debt repurchases, $0.08 completed in the first half of 2009 and another $0.24 completed in the third quarter to date; $0.05 of the raise is attributable to the gain on mark-to-market derivatives in the second quarter; $0.05 is related to the tax benefit in the quarter; and $0.07 is from our increase in JV FFO guidance, which was increased by $3.5 million at the midpoint.

These positives are offset slightly by higher G&A, reflecting the incentive accrual we discussed earlier, lower expected occupancy and a few other items. Note that our guidance does not reflect the impact of any further debt repurchases nor the impact of asset sales and NAREIT compliant gains.

Some of the key components of the guidance for 2009, which are found in our press release, are as follows. On the portfolio front, we expect average in-service occupancy to be 81.5% to 83.5%, and all-in occupancy to be 79.5% to 81.5%, a 0.5% reduction of the midpoints. Same-store NOI is projected to be negative 4% to negative 6%, so we moved the range down by 1% at both ends. Rental rate change is now expected to be negative 5% to negative 7%, a 3.5% change in the midpoint from our prior guidance. Changes to our same-store and rental rate guidance reflect the competitiveness on rates that we currently see in the marketplace.

On our G&A front, we now expect our G&A expense for 2009 to be $40 million to $42 million, up slightly from our prior guidance due to the accrual for incentive compensation.

With that, let me turn it back over to Bruce.

Bruce Duncan

Thanks, Scott. Before we open it up for questions, let me summarize. Our team is doing a good job of executing on all aspects of our plans as we weather this economic downturn. Deleveraging and winning battles for tenants in the marketplace stand as our primary focus. We have some time before the next significant debt maturity in March 2011, and our capital focus is to complete additional secured financings largely to transactions with insurance companies and regional banks and use the proceeds to retire senior debt. And while the markets are very difficult today, we have an opportunity to add significant value by just leasing up some of our vacancies over time.

And with that, we’d be happy to take your questions. As a courtesy to our other callers, we ask that you limit your question to one and a follow-up one in order to give other participants a chance to get their questions answered. And of course, you are welcome to get back in the queue. So now, operator, could you please open it up for questions?

Question-and-Answer Session

Operator

(Operator instructions) Our first question comes from Ki Bin Kim with Macquarie.

Ki Bin Kim – Macquarie

Hi, thank you. If you hit the low-end of your guidance, under your calculations, does that trip your debt covenant?

Bruce Duncan

No, in terms of -- if we hit within our guidance range, we do not trip our covenants.

Ki Bin Kim – Macquarie

Okay. So just hypothetically, could you just walk us through the process should you trip a covenant, let’s say, in 2010 when, I would guess, things get tougher? Can you just walk us through the process of what would happen?

Bruce Duncan

If you trip a covenant, you have a discussion with your lenders in terms of fixing that covenant or amending the covenant. So my guess is at the time that we think we are getting close, we will go to the lenders and try and restructure our deal.

Ki Bin Kim – Macquarie

Okay. And just a follow-up, has the general sentiment from lenders -- how has it changed from the past couple months? Do you find them lot more willing?

Bruce Duncan

I would say that we have a good relationship with our lenders. And I think if you look out in the marketplace, I think the banks to date have been very constructive and have been willing to roll things over and amend covenants. So I think they have been very constructive, and we would anticipate they would be constructive in our situation if and when we go visit them.

Ki Bin Kim – Macquarie

All right. Thanks.

Operator

Your next question comes from Cedrik Lachance with Green Street.

Cedrik Lachance – Green Street

Thank you. When you look at your ability to refinance your debt, where does equity issuance fit in the equation for you?

Bruce Duncan

I think in terms of equity issuance, it definitely plays a role. I think you have to look and see the market opportunity is for your stock and how it fits in. I think we have different arrows in our quiver. One is we’re -- only 87% of our assets are unencumbered. So we’ve got that arrow. And I think in terms of selling the assets -- and I think equity issuance is a possibility as well.

Cedrik Lachance – Green Street

Where does it rank versus selling assets?

Bruce Duncan

I think -- you know, it all depends in terms of where you are in the situation. Right now, in terms of liquidity in the marketplace, it’s difficult to sell assets at prices that we think make sense. I think that we’ve been very successful in the financing front and we think the market there is fairly liquid. And it is getting probably a little bit more liquid in the sense that some more lenders are coming into the market that weren’t in there in the first six months. So the -- and the rates are coming down a smidgen. So I think that’s a decent opportunity. And I think equity, you know, it all depends in terms of where your stock price is selling and where we are selling over the next few months.

Cedrik Lachance – Green Street

Okay. Can you remind me if -- in terms of your covenants, why it is the details are not provided in terms of the calculation and when do you think you might be comfortable providing those details?

Scott Musil

I’m sorry, Cedrik, could you repeat the question?

Cedrik Lachance – Green Street

I’m just curious as to why you still don't provide details on the covenants, other than just the standard line of being in compliance.

Scott Musil

Sure. I mean, the covenants are public information. Our bond covenants are publicly available. Our line of credit agreement is filed with our SEC documents. So the covenant calculations are there. And as we’ve mentioned for the past couple of calls, we say that we’re close. And we feel that’s a pertinent amount of information.

Cedrik Lachance – Green Street

Okay. All right. Thank you.

Scott Musil

Thank you.

Operator

(Operator instructions) Your next question comes from Mark Lutenski with BMO Capital Markets.

Mark Lutenski – BMO Capital Markets

Hi, good morning. I was wondering if you could comment on tenant retention and just the slippage there in the quarter.

Chris Schneider

Yes. This is Chris. As we had mentioned in the last quarter, we expected the tenant retention to be little bit lower last quarter. We actually came where we said we’d like to be. Where the tenant retention and some of the impact we had is, mostly the move-outs were in our major markets; Atlanta, Chicago, Dallas, Houston and Minneapolis. Every one of those tenants were either downsizing their space or consolidating into other buildings. So that was really the major impact. And like I said, it’s what we anticipated. Going forward for the second half of the year, we are looking at a 65% retention rate.

Bruce Duncan

Right. One of the tenants we lost went into our own -- a project we did build a (inaudible). So again, we anticipate that and it came in about where we are thought it was going to be.

Chris Schneider

Right. And then we also had a larger tenant in a location outside of Memphis that was really just a one-year lease, it was about $400 a square feet. So that was part of the impact. So going forward, again, we expect the last half of the year to be about 65%.

Mark Lutenski – BMO Capital Markets

Okay. Was there any particular industry that was heavily decided not to renew?

Chris Schneider

No, it was kind of across all the industries, so nothing that specific.

Mark Lutenski – BMO Capital Markets

Okay, thanks.

Operator

You have a follow-up question from Cedrik Lachance with Green Street.

Cedrik Lachance – Green Street

Hi. In terms of the leasing incentives, can you give us a sense of what you have to provide right now to tenants versus what you had to provide, let’s say, a year ago and break that between free rent periods and any kind of TIs?

Chris Schneider

Yes. Obviously it’s getting much more competitive from that front. Typically on the lease inducements or the free rent, we are looking at about one year per term of the lease. And on the TIs that we mentioned, this quarter, we were up a little bit, the $3.28. But the population of deals done this quarter was a little bit longer term. So again we expect the run rate to be back on to closer to $2.20 for the last two quarters.

Cedrik Lachance – Green Street

Okay. When you say one year per term of the lease, you mean for what, five-year average term?

Chris Schneider

For the free rent. So for every -- if it’s a three-year term, then we are typically offering three months of free rent.

Cedrik Lachance – Green Street

Okay. So you mean one month per year of the lease?

Chris Schneider

Correct. One month per year, correct.

Cedrik Lachance – Green Street

Okay.

Bruce Duncan

And Cedrik, that’s on a case-by-case basis. But with the market being tough, obviously that’s affecting different markets in varied ways.

Cedrik Lachance – Green Street

Okay. And in terms of the assets that were sold this quarter -- I mean, in 3Q, at a 7.3 cap, what’s the occupancy level in those assets?

Chris Schneider

Very low.

Bruce Duncan

The 7.3 cap is an implied cap rate. Of those buildings that we sold, only one of them was leased, the rest were vacant. Right, Jojo?

Johannson Yap

Yes.

Bruce Duncan

You want to give them some \color on that?

Johannson Yap

Yes. The color that is primarily user sales, and so primarily vacant. That’s where we continue to get the highest pricing, the lowest cap rate, and users buy for strategic purposes.

Cedrik Lachance – Green Street

Yes. The 7.3 is your implied figure based on what you believe is market rent?

Johannson Yap

Correct. Just like we’ve done before, Cedrik.

Cedrik Lachance – Green Street

Okay. Do you -- when you look at interest in terms of sales, I mean, you’ve obviously been selling at a much lower base than you have in the past. What’s making it difficult at this point? Is it your reluctance to accept a certain level of pricing, or is there just a lack of buyer interests?

Bruce Duncan

I would say it’s a combination. I think there is less buyer interest. I think if you look at transactions across the country, not just for us, with everybody, but they are down significantly in terms of the overall industrial transaction. And I would say that pricing doesn’t make a difference in terms of the pricing that we are willing to accept.

Johannson Yap

And then we -- like we said, we do have a plan of raising proceeds and part of that plan is going to market on a one-off basis for secured financing. So it’s also a cost of capital type of decision for us. So you know, we've got different quivers in our arrow, if you may. And then one is secured financing. We’ve mentioned to you that in our prepared remarks that we were about mid-7 sort of rate and Scott had mentioned that that could come lower. Of course, another source of proceeds is sales. So we balance that out.

Bruce Duncan

Operator, next question, please.

Operator

Your next question comes from Dan Donlan with Janney Montgomery.

Dan Donlan – Janney Montgomery

Good morning. The $180 million of sales guidance you guys gave, that’s inclusive of what you already sold in the second and third quarter and first quarter?

Bruce Duncan

The $80 million to $100 million includes the $46 million that we sold year-to-date.

Dan Donlan – Janney Montgomery

Okay. And --

Bruce Duncan

But it acts through the JVs. We’ve done -- again, in the first half, we’ve done over $50-some million worth of transactions.

Dan Donlan – Janney Montgomery

Okay. And do you currently have any term sheets out there with any banks or insurance companies for secured financing?

Bruce Duncan

Yes.

Dan Donlan – Janney Montgomery

Okay.

Bruce Duncan

We think it’s a very attractive market and we have a number in the pipeline, but we will let you know when we close.

Dan Donlan – Janney Montgomery

Okay. That’s it for me. Thank you.

Operator

You have a follow-up question from Mark Lutenski with BMO Capital Markets.

Mark Lutenski – BMO Capital Markets

Have you guys given any consideration to suspending the preferred dividends?

Bruce Duncan

At the present time, we have not, but -- you know, that’s something you can always consider, but we have not to date.

Operator

Your next question comes from Tony Cantonelli [ph] with Global Partners.

Tony Cantonelli – Global Partners

Hi, guys. My question is also regarding the preferred shares. You kind of answered that. But are you fairly confident you could continue to pay that preferred dividends?

Bruce Duncan

We are looking at a quarter at a time in terms of -- but -- we're looking at a quarter at a time, but I’ll stand by what we said. Right now, we anticipate paying a good balance this year.

Tony Cantonelli – Global Partners

Great, thanks.

Operator

(Operator instructions) Our next question comes from Ki Bin Kim with Macquarie Company.

Ki Bin Kim – Macquarie

Could you give a little color on your 2010 lease expirations? And what kind of progress have you made in terms of your negotiations with tenants?

Bruce Duncan

For the rollovers we have in the next year or two, it’s pretty much been on a historical average. So we are comfortable with that. As far as the -- reaching out to tenants, we are doing that sooner and sooner. Actually more and more tenants are coming to us sooner, and I think that’s a little bit of a sign that possibly they want to lock in rates at this point. So we take that as a positive that that’s possibly a turn. So we feel comfortable with our rollovers.

Ki Bin Kim – Macquarie

What kind of -- what kind of discounts are you giving for -- to release -- to re-tenant -- I'm sorry, to renew their leases for the ones that are coming to you?

Bruce Duncan

On renewals, in the past, strictly [ph] you’ve got rental rate increases. There were some slight decreases in the rent. But again we are -- we are confident in what we are seeing of it.

Ki Bin Kim – Macquarie

All right. Thank you.

Operator

(Operator instructions)

Art Harmon

Okay. It sounds like we have no further questions. So, Bruce, do you want to make some closing remarks?

Bruce Duncan

I just want to thank you all for joining us. And again, if you have any questions, please feel free to call and chat. We look forward to keep updating you on our progress on the next quarterly call three months from now. Thanks a lot.

Operator

Thank you for joining us today. This concludes our conference call. You may now disconnect.

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