FR-2014.6.30-10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _______________________________
Form 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
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
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
311 S. Wacker Drive,
Suite 3900, Chicago, Illinois
 
60606
(Address of principal executive offices)
 
(Zip Code)
(312) 344-4300
(Registrant’s telephone number, including area code)
 _______________________________ 
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
þ
 
 
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
Number of shares of Common Stock, $0.01 par value, outstanding as of July 29, 2014: 110,515,653.
 




Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2014
INDEX
 
 
 
Page
 
 
 
 
 
 

2

Table of Contents

PART I: FINANCIAL INFORMATION 
Item 1.
Financial Statements
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
 
June 30, 2014
 
December 31, 2013
 
(Unaudited)
 
(In thousands except share and per  share data)
ASSETS
 
 
 
Assets:
 
 
 
Investment in Real Estate:
 
 
 
Land
$
709,953

 
$
703,478

Buildings and Improvements
2,436,439

 
2,390,566

Construction in Progress
20,560

 
25,503

Less: Accumulated Depreciation
(778,882
)
 
(748,044
)
Net Investment in Real Estate
2,388,070

 
2,371,503

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Other Amortization of $1,565 and $0
4,058

 

Cash and Cash Equivalents
4,825

 
7,577

Tenant Accounts Receivable, Net
6,522

 
5,705

Investments in Joint Venture
91

 
907

Deferred Rent Receivable, Net
56,824

 
56,417

Deferred Financing Costs, Net
11,610

 
11,406

Deferred Leasing Intangibles, Net
32,325

 
29,790

Prepaid Expenses and Other Assets, Net
86,565

 
114,205

Total Assets
$
2,590,890

 
$
2,597,510

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Indebtedness:
 
 
 
Mortgage Loans Payable, Net
$
631,137

 
$
677,890

Senior Unsecured Notes, Net
364,814

 
445,916

Unsecured Term Loan
200,000

 

Unsecured Credit Facility
187,000

 
173,000

Accounts Payable, Accrued Expenses and Other Liabilities
73,799

 
75,305

Deferred Leasing Intangibles, Net
13,263

 
13,626

Rents Received in Advance and Security Deposits
31,369

 
30,265

Dividend Payable
11,891

 
10,289

Total Liabilities
1,513,273

 
1,426,291

Commitments and Contingencies

 

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

 

Common Stock ($0.01 par value, 150,000,000 shares authorized, 114,841,730 and 114,304,964 shares issued and 110,517,616 and 109,980,850 shares outstanding)
1,148

 
1,143

Additional Paid-in-Capital
1,868,891

 
1,938,886

Distributions in Excess of Accumulated Earnings
(688,032
)
 
(669,896
)
Accumulated Other Comprehensive Loss
(6,544
)
 
(3,265
)
Treasury Shares at Cost (4,324,114 shares)
(140,018
)
 
(140,018
)
Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity
1,035,445

 
1,126,850

Noncontrolling Interest
42,172

 
44,369

Total Equity
1,077,617

 
1,171,219

Total Liabilities and Equity
$
2,590,890

 
$
2,597,510

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

3

Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
(Unaudited)
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
 
 
Rental Income
$
65,322

 
$
62,674

 
$
129,125

 
$
124,259

Tenant Recoveries and Other Income
20,938

 
19,152

 
43,180

 
37,998

Total Revenues
86,260

 
81,826

 
172,305

 
162,257

Expenses:
 
 
 
 
 
 
 
Property Expenses
27,836

 
26,609

 
59,143

 
53,199

General and Administrative
7,108

 
5,401

 
12,664

 
11,864

Depreciation and Other Amortization
28,508

 
28,151

 
57,212

 
54,375

Total Expenses
63,452

 
60,161

 
129,019

 
119,438

Other Income (Expense):
 
 
 
 
 
 
 
Interest Income
671

 
600

 
1,373

 
1,163

Interest Expense
(18,924
)
 
(18,431
)
 
(37,970
)
 
(37,394
)
Amortization of Deferred Financing Costs
(803
)
 
(833
)
 
(1,607
)
 
(1,687
)
Mark-to-Market Gain on Interest Rate Protection Agreements

 
56

 

 
52

Loss from Retirement of Debt
(623
)
 
(4,436
)
 
(623
)
 
(5,586
)
Total Other Income (Expense)
(19,679
)
 
(23,044
)
 
(38,827
)
 
(43,452
)
Income (Loss) from Continuing Operations Before Equity in Income of Joint Ventures and Income Tax (Provision) Benefit
3,129

 
(1,379
)
 
4,459

 
(633
)
Equity in Income of Joint Ventures
556

 
27

 
3,522

 
47

Income Tax (Provision) Benefit
(79
)
 
(3
)
 
(89
)
 
59

Income (Loss) from Continuing Operations
3,606

 
(1,355
)
 
7,892

 
(527
)
Discontinued Operations:
 
 
 
 
 
 
 
Income (Loss) Attributable to Discontinued Operations
278

 
(764
)
 
324

 
97

Gain on Sale of Real Estate
320

 
13,481

 
1,055

 
10,407

Income from Discontinued Operations
598

 
12,717

 
1,379

 
10,504

Income Before Gain on Sale of Real Estate
4,204

 
11,362

 
9,271

 
9,977

Gain on Sale of Real Estate

 

 

 
262

Net Income
4,204

 
11,362

 
9,271

 
10,239

Less: Net Income Attributable to the Noncontrolling Interest
(165
)
 
(245
)
 
(269
)
 
(25
)
Net Income Attributable to First Industrial Realty Trust, Inc.
4,039

 
11,117

 
9,002

 
10,214

Less: Preferred Dividends

 
(2,277
)
 
(1,019
)
 
(6,114
)
Less: Redemption of Preferred Stock

 
(3,546
)
 
(1,462
)
 
(3,546
)
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
4,039

 
$
5,294

 
$
6,521

 
$
554

Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.03

 
$
(0.06
)
 
$
0.05

 
$
(0.09
)
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.01

 
$
0.11

 
$
0.01

 
$
0.10

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.04

 
$
0.05

 
$
0.06

 
$
0.01

Distributions Per Share
$
0.1025

 
$
0.0850

 
$
0.2050

 
$
0.1700

Weighted Average Shares Outstanding - Basic
109,815

 
108,117

 
109,746

 
104,466

Weighted Average Shares Outstanding - Diluted
110,404

 
108,117

 
110,310

 
104,466

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

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Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
(Unaudited)
 
(In thousands)
Net Income
$
4,204

 
$
11,362

 
$
9,271

 
$
10,239

Mark-to-Market Loss on Interest Rate Protection Agreements
(2,893
)
 

 
(4,497
)
 

Amortization of Interest Rate Protection Agreements
468

 
598

 
1,096

 
1,183

Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements

 
916

 

 
1,099

Foreign Currency Translation Adjustment
45

 
(46
)
 
(5
)
 
(44
)
Comprehensive Income
1,824

 
12,830

 
5,865

 
12,477

Comprehensive Income Attributable to Noncontrolling Interest
(72
)
 
(307
)
 
(135
)
 
(121
)
Comprehensive Income Attributable to First Industrial Realty Trust, Inc.
$
1,752

 
$
12,523

 
$
5,730

 
$
12,356

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


5

Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Distributions
in Excess  of
Accumulated
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Shares
At Cost
 
Noncontrolling
Interest
 
Total
 
(Unaudited)
 
(In thousands)
Balance as of December 31, 2013
$

 
$
1,143

 
$
1,938,886

 
$
(669,896
)
 
$
(3,265
)
 
$
(140,018
)
 
$
44,369

 
$
1,171,219

Redemption of Preferred Stock

 

 
(73,587
)
 
(1,462
)
 

 

 

 
(75,049
)
Stock Based Compensation Activity

 
4

 
2,169

 
(1,936
)
 

 

 

 
237

Conversion of Units to Common Stock

 
1

 
1,332

 

 

 

 
(1,333
)
 

Reallocation—Additional Paid in Capital

 

 
91

 

 

 

 
(91
)
 

Common Stock and Unit Distributions

 

 

 
(22,721
)
 

 

 
(915
)
 
(23,636
)
Preferred Dividends

 

 

 
(1,019
)
 

 

 

 
(1,019
)
Net Income

 

 

 
9,002

 

 

 
269

 
9,271

Reallocation—Other Comprehensive Income

 

 

 

 
(7
)
 

 
7

 

Other Comprehensive Loss

 

 

 

 
(3,272
)
 

 
(134
)
 
(3,406
)
Balance as of June 30, 2014
$

 
$
1,148

 
$
1,868,891

 
$
(688,032
)
 
$
(6,544
)
 
$
(140,018
)
 
$
42,172

 
$
1,077,617

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

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Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
(Unaudited)
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
9,271

 
$
10,239

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 
 
 
Depreciation
46,710

 
46,479

Amortization of Deferred Financing Costs
1,607

 
1,687

Other Amortization
17,031

 
15,076

Impairment of Real Estate

 
1,605

Provision for Bad Debt
672

 
476

Equity in Income of Joint Ventures
(3,522
)
 
(47
)
Distributions from Joint Ventures
1,881

 

Gain on Sale of Real Estate
(1,055
)
 
(10,669
)
Loss from Retirement of Debt
623

 
5,586

Mark-to-Market Gain on Interest Rate Protection Agreements

 
(52
)
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net
(977
)
 
211

Increase in Deferred Rent Receivable
(508
)
 
(2,416
)
Decrease in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits
(9,462
)
 
(18,374
)
Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt
(10,648
)
 
(4,147
)
Net Cash Provided by Operating Activities
51,623

 
45,654

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisitions of Real Estate
(31,125
)
 
(47,293
)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs
(50,042
)
 
(52,679
)
Net Proceeds from Sales of Investments in Real Estate
4,417

 
50,375

Contributions to and Investments in Joint Ventures
(13
)
 
(18
)
Distributions from Joint Ventures
2,469

 

Repayments of Notes Receivable
26,946

 
295

(Increase) Decrease in Escrows
(509
)
 
859

Net Cash Used in Investing Activities
(47,857
)
 
(48,461
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Debt and Equity Issuance and Redemption Costs
(2,060
)
 
(311
)
Proceeds from the Issuance of Common Stock, Net of Underwriter’s Discount

 
174,081

Repurchase and Retirement of Restricted Stock
(2,060
)
 
(2,732
)
Common Stock and Unit Distributions Paid
(21,582
)
 
(9,540
)
Preferred Dividends Paid
(1,471
)
 
(6,114
)
Redemption of Preferred Stock
(75,000
)
 
(100,000
)
Payments on Interest Rate Swap Agreement

 
(598
)
Repayments on Mortgage Loans Payable
(46,740
)
 
(33,175
)
Repayments of Senior Unsecured Notes
(71,578
)
 
(28,965
)
Proceeds from Unsecured Term Loan
200,000

 

Proceeds from Unsecured Credit Facility
262,000

 
194,000

Repayments on Unsecured Credit Facility
(248,000
)
 
(184,000
)
Net Cash (Used in) Provided by Financing Activities
(6,491
)
 
2,646

Net Effect of Exchange Rate Changes on Cash and Cash Equivalents
(27
)
 
(43
)
Net Decrease in Cash and Cash Equivalents
(2,725
)
 
(161
)
Cash and Cash Equivalents, Beginning of Year
7,577

 
4,938

Cash and Cash Equivalents, End of Year
$
4,825

 
$
4,734

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


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Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands except 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 of 1986. Unless the context otherwise requires, the terms "Company," "we," "us" and "our" refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their respective controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the "Operating Partnership."
We began operations on July 1, 1994. Our operations are conducted primarily through the Operating Partnership, of which we are the sole general partner with an approximate 96.1% ownership interest at June 30, 2014, and through our taxable REIT subsidiaries. We also conduct operations through other partnerships (the "Other Real Estate Partnerships") and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. First Industrial Realty Trust, Inc. does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partner of the Other Real Estate Partnerships. Noncontrolling interest of approximately 3.9% at June 30, 2014 represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.
We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). At June 30, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties. The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein.
As of June 30, 2014, we owned 653 industrial properties located in 25 states, containing an aggregate of approximately 64.3 million square feet of GLA. Of the 653 properties owned by the Company on a consolidated basis, none of them are directly owned by First Industrial Realty Trust, Inc.
2. Summary of Significant Accounting Policies
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013 ("2013 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The 2013 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our 2013 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the December 31, 2013 audited consolidated financial statements included in our 2013 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. In order to conform with GAAP, in preparation of our consolidated financial statements we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of June 30, 2014 and December 31, 2013, and the reported amounts of revenues and expenses for the three and six months ended June 30, 2014 and 2013. Actual results could differ from those estimates. In our opinion, the accompanying unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of our financial position as of June 30, 2014 and December 31, 2013, the results of our operations and comprehensive income for each of the three and six months ended June 30, 2014 and 2013, and our cash flows for each of the six months ended June 30, 2014 and 2013; all adjustments are of a normal recurring nature.
Recent Accounting Pronouncements
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014, and interim periods within those annual periods and is to be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. Upon adoption, we anticipate the disposition of properties, as well as the classification of properties held for sale, will generally no longer meet the guidance to be classified as discontinued operations.

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Table of Contents

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the potential effects on the consolidated financial statements.
3. Investment in Real Estate
Acquisitions
During the six months ended June 30, 2014, we acquired three industrial properties comprising approximately 0.5 million square feet of GLA and several land parcels. The purchase price of these acquisitions totaled approximately $31,101, excluding costs incurred in conjunction with the acquisition of the industrial properties and land parcels. The purchase price of the industrial properties and land parcels acquired was allocated as follows:
 
Six Months Ended June 30, 2014
Land
$
7,695

Building and Improvements
16,946

Other Assets
897

Deferred Leasing Intangibles, Net
5,563

Total Purchase Price
$
31,101

Intangible Assets (Liabilities) Subject To Amortization in the Period of Acquisition
The fair value at the date of acquisition of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded due to the real estate properties acquired for the six months ended June 30, 2014, which are recorded as deferred leasing intangibles, are as follows: 
 
Six Months Ended June 30, 2014
In-Place Leases
$
2,660

Tenant Relationships
$
1,620

Above Market Leases
$
219

Below Market Ground Lease Obligation
$
1,854

Below Market Leases
$
(790
)
The weighted average life, in months, of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded at the time of acquisition as a result of the real estate properties acquired for the six months ended June 30, 2014 is as follows: 
 
Six Months Ended
June 30, 2014
In-Place Leases
71
Tenant Relationships
130
Above Market Leases
83
Below Market Ground Lease Obligation
480
Below Market Leases
71

Sales and Discontinued Operations
During the six months ended June 30, 2014, we sold five industrial properties comprising approximately 0.1 million square feet of GLA. Gross proceeds from the sales of the industrial properties were approximately $4,806. The gain on sale of real estate was approximately $1,055. The five sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the five industrial properties sold are included in discontinued operations.

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Table of Contents

At June 30, 2014, we had two industrial properties comprising approximately 0.1 million square feet of GLA held for sale. The results of operations of these industrial properties held for sale at June 30, 2014 are included in discontinued operations. There can be no assurance that such industrial properties held for sale will be sold.
Income from discontinued operations for the six months ended June 30, 2013 reflects the results of operations of the five industrial properties that were sold during the six months ended June 30, 2014, the results of operations of the 67 industrial properties that were sold during the year ended December 31, 2013, the results of operations of the two industrial properties identified as held for sale at June 30, 2014 and the net gain on sale of real estate relating to 12 industrial properties that were sold during the six months ended June 30, 2013.
The following table discloses certain information regarding the industrial properties included in our discontinued operations for the three and six months ended June 30, 2014 and 2013: 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
Total Revenues
$
180

 
$
3,456

 
$
356

 
$
7,302

Property Expenses
161

 
(1,447
)
 
114

 
(3,031
)
Impairment of Real Estate

 
(1,605
)
 

 
(1,605
)
Depreciation and Other Amortization
(63
)
 
(1,168
)
 
(146
)
 
(2,569
)
Gain on Sale of Real Estate
320

 
13,481

 
1,055

 
10,407

Income from Discontinued Operations
$
598

 
$
12,717

 
$
1,379

 
$
10,504

At June 30, 2014 and December 31, 2013, we had notes receivable and accrued interest outstanding, issued in connection with sales of industrial properties, of approximately $25,656 and $52,605, net of a discount of $0 and $191, respectively, which are included as a component of prepaid expenses and other assets. At June 30, 2014 and December 31, 2013, the fair value of the notes receivable, including accrued interest, was $26,190 and $53,482, respectively. The fair values of our notes receivable were determined by discounting the future cash flows using the current rates at which similar loans would be made to other borrowers based on similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair values of our notes receivable was primarily based upon Level 3 inputs.
Impairment Charges
The impairment charges of $1,605 recorded during the three and six months ended June 30, 2013, which are included in discontinued operations, were due to marketing certain properties for sale and our assessment of the likelihood and timing of a potential sale transaction.
The following table presents information about our real estate assets that were measured at fair value on a non-recurring basis and for which impairment charges were recorded during the six months ended June 30, 2013. The table indicates the fair value hierarchy of the valuation techniques we utilized to determine fair value.
 
Fair Value Measurements on a Non-Recurring Basis Using:
 
 
Description
At June 30, 2013
 
Quoted Prices in
Active Markets for
Identical Assets
(Level  1)
 
Significant Other
Observable Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Impairment for the Six Months Ended
Sold Operating Properties
$
6,993

 

 

 
$
6,993

 
$
(1,605
)
 
The following table presents quantitative information about the Level 3 fair value measurements at June 30, 2013.
Quantitative Information about Level 3 Fair Value Measurements:
Description
 
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
Range
Four industrial properties comprising approximately 0.3 million square feet of GLA
 
$
6,993

 
Contracted Price
 
(A)
 
N/A
(A)
The fair value for the properties was based upon the value of a third party purchase contract or letter of intent, which was subject to our corroboration for reasonableness.

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4. Indebtedness
The following table discloses certain information regarding our indebtedness: 
 
Outstanding Balance at
 
Interest
Rate at
June 30,
2014
 
Effective
Interest
Rate at
Issuance
 
Maturity
Date
 
June 30,
2014
 
December 31,
2013
 
Mortgage Loans Payable, Net
$
631,137

 
$
677,890

 
4.03% – 8.26%
 
4.03% – 8.26%
 
January 2015 –
September 2022
Unamortized Premiums
(102
)
 
(115
)
 
 
 
 
 
 
Mortgage Loans Payable, Gross
$
631,035

 
$
677,775

 
 
 
 
 
 
Senior Unsecured Notes, Net
 
 
 
 
 
 
 
 
 
2016 Notes
$
159,594

 
$
159,566

 
5.750%
 
5.91%
 
1/15/2016
2017 Notes
54,963

 
54,960

 
7.500%
 
7.52%
 
12/1/2017
2027 Notes
6,066

 
6,066

 
7.150%
 
7.11%
 
5/15/2027
2028 Notes
31,883

 
31,883

 
7.600%
 
8.13%
 
7/15/2028
2032 Notes
10,516

 
10,514

 
7.750%
 
7.87%
 
4/15/2032
2014 Notes

 
81,149

 
N/A
 
N/A
 
6/1/2014
2017 II Notes
101,792

 
101,778

 
5.950%
 
6.37%
 
5/15/2017
Subtotal
$
364,814

 
$
445,916

 
 
 
 
 
 
Unamortized Discounts
288

 
980

 
 
 
 
 
 
Senior Unsecured Notes, Gross
$
365,102

 
$
446,896

 
 
 
 
 
 
Unsecured Term Loan
$
200,000

 
N/A

 
1.901%
 
1.901%
 
1/29/2021
Unsecured Credit Facility*
$
187,000

 
$
173,000

 
1.652%
 
1.652%
 
9/29/2017
* The maturity date may be extended an additional year at our election, subject to certain restrictions.
Mortgage Loans Payable, Net
During the three months ended June 30, 2014, we paid off and retired prior to maturity mortgage loans payable in the amount of $40,342. In connection with these prepayments, we recognized $623 as loss from retirement of debt for the three and six months ended June 30, 2014.
As of June 30, 2014, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of $768,018. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of June 30, 2014.
Senior Unsecured Notes, Net
During the three months ended June 30, 2014, we paid off and retired our 2014 Notes, at maturity, in the amount of $81,794.
Unsecured Term Loan
On January 29, 2014, we entered into a seven-year, $200,000 unsecured loan (the "Unsecured Term Loan") with a syndicate of financial institutions. The Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on LIBOR, as defined in the loan agreement, plus a specified spread based on our leverage ratio or credit ratings. We also entered into interest rate swap agreements, with an aggregate notional value of $200,000, to effectively convert the Unsecured Term Loan's LIBOR rate to a fixed rate. See Note 10 for more information on the interest rate swap agreements.

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Indebtedness
The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of premiums and discounts, for the next five years as of June 30, 2014 and thereafter: 
 
Amount
Remainder of 2014
$
6,118

2015
37,179

2016
251,870

2017
355,723

2018
168,341

Thereafter
563,906

Total
$
1,383,137

Our unsecured revolving credit facility (the "Unsecured Credit Facility"), Unsecured Term Loan and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and Unsecured Term Loan, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreements. We believe that the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, Unsecured Term Loan and indentures governing our senior unsecured notes as of June 30, 2014. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs.
Fair Value
At June 30, 2014 and December 31, 2013, the fair value of our indebtedness was as follows: 
 
June 30, 2014
 
December 31, 2013
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Mortgage Loans Payable, Net
$
631,137

 
$
667,095

 
$
677,890

 
$
684,914

Senior Unsecured Debt, Net
364,814

 
403,458

 
445,916

 
482,781

Unsecured Term Loan
200,000

 
200,000

 
N/A

 
N/A

Unsecured Credit Facility
187,000

 
187,296

 
173,000

 
173,000

Total
$
1,382,951

 
$
1,457,849

 
$
1,296,806

 
$
1,340,695

The fair values of our mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured debt was determined by using rates, as advised by our bankers in certain cases, that are based upon recent trades within the same series of the senior unsecured debt, recent trades for senior unsecured debt with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and Unsecured Term Loan was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. We have concluded that our determination of fair value for each of our mortgage loans payable, senior unsecured debt, Unsecured Term Loan and Unsecured Credit Facility was primarily based upon Level 3 inputs.
5. Stockholders’ Equity
Preferred Stock
On March 6, 2014, we redeemed all 50,000 depositary shares, each representing 1/100th of a share, of our 6.236%, Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series F Preferred Stock"), at a redemption price of $1,000.00 per depositary share, and paid a quarterly dividend of $11.3299 per depositary share, totaling $566.
On March 31, 2014, we redeemed all 25,000 depositary shares, each representing 1/100th of a share, of our 7.236%, Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series G Preferred Stock"), at a redemption price of $1,000.00 per depositary share, and paid a semi-annual dividend of $36.18 per depositary share, totaling $905.

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The initial offering costs associated with the issuance of the Series F and Series G Preferred Stock, as well as costs associated with the redemptions, totaled $1,462 and are reflected as a deduction from net income in determining earnings per share for the six months ended June 30, 2014.
The Company has 10,000,000 shares of preferred stock authorized. At June 30, 2014 and December 31, 2013, the Company had 0 and 750 shares of preferred stock outstanding, respectively.
Dividends/Distributions
The coupon rate of our Series F Preferred Stock reset every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the period January 1, 2014 through March 6, 2014 (the redemption date), the coupon rate was 6.275%.
The following table summarizes dividends/distributions accrued during the six months ended June 30, 2014: 
 
Total
Dividend/
Distribution
Common Stock/Operating Partnership Units
$
23,636

Series F Preferred Stock
$
566

Series G Preferred Stock
$
453

Shares of Common Stock and Noncontrolling Interest
During the six months ended June 30, 2014 and 2013, 137,463 and 85,028, respectively, limited partnership interests in the Operating Partnership ("Units") were converted into an equivalent number of shares of common stock, resulting in a reclassification of $1,333 and $804 of noncontrolling interest to First Industrial Realty Trust Inc.’s stockholders’ equity.
The following table summarizes the changes in noncontrolling interest for the six months ended June 30, 2014 and 2013:
 
June 30, 2014
 
June 30, 2013
Noncontrolling Interest, Beginning of Period
$
44,369

 
$
42,274

    Net Income
269

 
25

    Unit Distributions
(915
)
 
(792
)
    Other Comprehensive (Loss) Income
(134
)
 
96

    Conversion of Units to Common Stock
(1,333
)
 
(804
)
    Reallocation—Additional Paid In Capital
(91
)
 
3,206

    Reallocation—Other Comprehensive Income
7

 
29

Noncontrolling Interest, End of Period
$
42,172

 
$
44,034


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6. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2014 and the reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2014 and 2013:
 
Interest Rate Protection Agreements
 
Foreign Currency Translation Adjustment
 
Comprehensive Income Attributable to Noncontrolling Interest
 
Total
Balance as of December 31, 2013
$
(3,481
)
 
$
78

 
$
138

 
$
(3,265
)
Other Comprehensive (Loss) Income Before Reclassifications
(6,309
)
 
(5
)
 
127

 
(6,187
)
Amounts Reclassified from Accumulated Other Comprehensive Loss
2,908

 

 

 
2,908

Net Current Period Other Comprehensive (Loss) Income
(3,401
)
 
(5
)
 
127

 
(3,279
)
Balance as of June 30, 2014
$
(6,882
)
 
$
73

 
$
265

 
$
(6,544
)
 
 
Amount Reclassified from Accumulated Other Comprehensive Loss
 
 
Details about Accumulated Other Comprehensive Loss Components
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Affected Line Item in the Consolidated Statements of Operations
Interest Rate Protection Agreements
 
 
 
 
 
 
 
 
 
 
Amortization of Interest Rate Protection Agreements (Previously Settled)
 
$
468

 
$
598

 
$
1,096

 
$
1,183

 
Interest Expense
Settlement Payments to our Counterparties (see Note 10)
 
1,079

 

 
1,812

 

 
Interest Expense
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements
 

 
916

 

 
1,099

 
Loss from Retirement of Debt
 
 
$
1,547

 
$
1,514

 
$
2,908

 
$
2,282

 
Total
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $523 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods. Additionally, recurring settlement amounts on the Swaps, as defined in Note 10, will also be reclassified to net income.

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7. Supplemental Information to Statements of Cash Flows 
 
Six Months Ended
June 30, 2014
 
Six Months Ended
June 30, 2013
Interest Expense Capitalized in Connection with Development Activity
$
742

 
$
1,998

Supplemental Schedule of Non-Cash Investing and Financing Activities:
 
 
 
Distribution Payable on Common Stock/Operating Partnership Units
$
11,891

 
$
9,745

Distribution Payable on Preferred Stock
$

 
$
2,056

Exchange of Operating Partnership Units for Common Stock:
 
 
 
Noncontrolling Interest
$
(1,333
)
 
$
(804
)
Common Stock
1

 
1

Additional Paid-in-Capital
1,332

 
803

Total
$

 
$

Assumption of Liabilities in Connection with the Acquisition of Real Estate
$
183

 
$
298

Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate
$
17,829

 
$
13,836

Write-off of Fully Depreciated Assets
$
(19,462
)
 
$
(36,010
)

15


8. Earnings Per Share ("EPS")
The computation of basic and diluted EPS is presented below: 
 
Three Months Ended
June 30, 2014
 
Three Months Ended
June 30, 2013
 
Six Months Ended
June 30, 2014
 
Six Months Ended
June 30, 2013
Numerator:
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations
$
3,606

 
$
(1,355
)
 
$
7,892

 
$
(527
)
Gain on Sale of Real Estate

 

 

 
262

Noncontrolling Interest Allocable to Continuing Operations
(142
)
 
281

 
(215
)
 
425

Income from Continuing Operations Allocable to Participating Securities
(37
)
 

 
(60
)
 

Income (Loss) from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
3,427

 
(1,074
)
 
7,617

 
160

Preferred Dividends

 
(2,277
)
 
(1,019
)
 
(6,114
)
Redemption of Preferred Stock

 
(3,546
)
 
(1,462
)
 
(3,546
)
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
3,427

 
$
(6,897
)
 
$
5,136

 
$
(9,500
)
Income from Discontinued Operations
$
598

 
$
12,717

 
$
1,379

 
$
10,504

Noncontrolling Interest Allocable to Discontinued Operations
(23
)
 
(526
)
 
(54
)
 
(450
)
Income from Discontinued Operations Allocable to Participating Securities
(6
)
 
(42
)
 
(15
)
 
(78
)
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.
$
569

 
$
12,149

 
$
1,310

 
$
9,976

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
4,039

 
$
5,294

 
$
6,521

 
$
554

Net Income Allocable to Participating Securities
(43
)
 
(42
)
 
(75
)
 
(78
)
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
3,996

 
$
5,252

 
$
6,446

 
$
476

Denominator:
 
 
 
 
 
 
 
Weighted Average Shares—Basic
109,815

 
108,117

 
109,746

 
104,466

Effect of Dilutive Securities:
 
 
 
 
 
 
 
LTIP Unit Awards
589

 

 
564

 

Weighted Average Shares—Diluted
110,404

 
108,117

 
110,310

 
104,466

Basic and Diluted EPS:
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.03

 
$
(0.06
)
 
$
0.05

 
$
(0.09
)
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.01

 
$
0.11

 
$
0.01

 
$
0.10

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.04

 
$
0.05

 
$
0.06

 
$
0.01

Participating securities include 465,737 and 489,381 of unvested restricted stock awards outstanding at June 30, 2014 and 2013, respectively, which participate in non-forfeitable dividends of the Company. Under the two class method, participating security holders are allocated income, in proportion to total weighted average shares outstanding, based upon the greater of net income (after reduction for preferred dividends and redemption of preferred stock) or common dividends declared.
The number of weighted average shares—diluted is the same as the number of weighted average shares—basic for the three and six months ended June 30, 2013, as the effect of restricted stock unit awards outstanding at June 30, 2013, which do not participate in non-forfeitable dividends of the Company, was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to First Industrial Realty Trust, Inc.’s common stockholders.

16


Effective July 1, 2013, the Board of Directors granted performance awards ("LTIP Unit Awards") to certain officers and employees of the Company. The LTIP Unit Awards, which do not participate in non-forfeitable dividends of the Company, are dilutive and are included in the calculation of diluted EPS for the three and six months ended June 30, 2014.
9. Stock Based Compensation
During the six months ended June 30, 2014, we awarded 299,805 shares of restricted stock awards to certain employees, which had a fair value of $5,413 on the date of approval by either the Compensation Committee of the Board of Directors or the approval date of the 2014 Stock Incentive Plan. These restricted stock awards generally vest over a period of three years. Additionally, during the six months ended June 30, 2014, we awarded 19,250 shares of restricted stock to non-employee members of the Board of Directors, which had a fair value of $350 on the date of approval. These restricted stock awards vest over a one-year period.
Compensation expense will be charged to earnings over the vesting periods for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of such shares. If vesting of a recipient's restricted stock award is not contingent upon future service, the expense is recognized immediately at the date of grant. During the six months ended June 30, 2014 and 2013, we recognized $1,451 and $1,008, respectively, of compensation expense related to restricted stock awards granted to our Chief Executive Officer for which future service was not required.
We recognized $3,322 and $841 for the three months ended June 30, 2014 and 2013, and $4,897 and $2,667 for the six months ended June 30, 2014 and 2013, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $11 and $6 was capitalized for the three months ended June 30, 2014 and 2013, and $30 and $17 was capitalized for the six months ended June 30, 2014 and 2013, respectively, in connection with development activities. At June 30, 2014, we had $7,819 in unrecognized compensation related to unvested restricted stock awards and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.95 years.
10. Derivatives
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
In connection with origination of the Unsecured Term Loan (see Note 4), during January 2014, we entered into four interest rate swaps, with an aggregate notional value of $200,000, to manage our exposure to changes in the one month LIBOR rate (the “Swaps”). The Swaps fix the LIBOR rate at a weighted average rate of 2.29% and mature on January 29, 2021. We designated the Swaps as cash flow hedges.
Our agreement with our derivative counterparty contains provisions where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations subject to certain thresholds.
The following table sets forth our financial liabilities related to the Swaps, which are included in Accounts Payable, Accrued Expenses and Other Liabilities on the accompanying consolidated balance sheet and are accounted for at fair value on a recurring basis as of June 30, 2014: 
 
 
 
 
Fair Value Measurements at Reporting Date Using:
Description
 
Fair Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
Liabilities:
 
 
 
 
 
 
 
 
Swaps
 
$
(4,497
)
 

 
$
(4,497
)
 

There was no ineffectiveness recorded on the Swaps during the three and six months ended June 30, 2014. See Note 6 for more information.
The estimated fair value of the Swaps was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for potential non-performance risk, including our own non-performance risk and the respective counterparty’s non-performance risk. We determined that the significant inputs used to value the Swaps fell within Level 2 of the fair value hierarchy.

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11. Commitments and Contingencies
In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.
In conjunction with the development of industrial properties, we have entered into agreements with general contractors for the construction of industrial buildings. At June 30, 2014, we have five industrial buildings totaling approximately 1.2 million square feet of GLA that are under construction. The estimated total construction costs as of June 30, 2014 are approximately $64,700. Of this amount, approximately $44,200 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated completion cost stated above.
12. Subsequent Events
From July 1, 2014 to July 29, 2014, we sold seven industrial properties and a certain land parcel for approximately $33,160. There were no industrial properties acquired during the period.

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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.
In addition, the following discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "plan," "anticipate," "estimate," "project," "seek," "target," "potential," "focus," "may," "should" or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities (including the Internal Revenue Service); our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Company’s current and proposed market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; international business risks and those additional factors described under the heading "Risk Factors" and elsewhere in the Company's annual report on Form 10-K for the year ended December 31, 2013, and in this quarterly report. We caution you not to place undue reliance on forward looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms "Company," "we," "us" and "our" refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their respective controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the "Operating Partnership."
GENERAL
The Company was organized in the state of Maryland on August 10, 1993. We are a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). We began operations on July 1, 1994. Our operations are conducted primarily through the Operating Partnership, of which we are the sole general partner with an approximate 96.1% ownership interest at June 30, 2014, and through our taxable REIT subsidiaries. We also conduct operations through other partnerships (the "Other Real Estate Partnerships") and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company, as presented herein. First Industrial Realty Trust, Inc. does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partner of the Other Real Estate Partnerships. Noncontrolling interest of approximately 3.9% at June 30, 2014 represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.
We also own noncontrolling equity interests in, and provide services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). At June 30, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties. The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein.
As of June 30, 2014, we owned 653 industrial properties located in 25 states, containing an aggregate of approximately 64.3 million square feet of GLA.
We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission ("SEC"). You may also read and copy any document filed at the public

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reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC’s Interactive Data Electronic Application via the SEC's home page on the Internet (http://www.sec.gov). In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 3900
Chicago, IL 60606
Attention: Investor Relations
MANAGEMENT'S OVERVIEW
We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.
We generate revenue primarily from rental income and tenant recoveries from long-term (generally three to six years) operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to income generated from gains/losses on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.
Our revenue growth is also dependent, in part, on our ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Company seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to identify opportunities to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.
We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries. Proceeds from sales are being used to repay outstanding debt and, market conditions permitting, may be used

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to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we are unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.
We utilize a portion of the net sales proceeds from property sales, borrowings under our unsecured credit facility (the "Unsecured Credit Facility") and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions and developments or through the issuance, when and as warranted, of additional equity securities. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our preferred stock and debt, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.
RESULTS OF OPERATIONS
The tables below summarize our operating results for the three and six months ended June 30, 2014 and 2013. The operating results include a break out of our revenues, property expenses and depreciation and other amortization by various categories for the three and six months ended June 30, 2014 and 2013. Same store properties are properties owned prior to January 1, 2013 and held as an operating property through June 30, 2014 and developments and redevelopments that were placed in service prior to January 1, 2013 or were substantially completed for the 12 months prior to January 1, 2013. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2012 and held as an operating property through June 30, 2014. Sold properties are properties that were sold subsequent to December 31, 2012. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2013 or b) stabilized prior to January 1, 2013. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.
Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.
Comparison of Six Months Ended June 30, 2014 to Six Months Ended June 30, 2013
Our net income available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $6.5 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively. Basic and diluted net income available to First Industrial Realty Trust, Inc.’s common stockholders was $0.06 per share and $0.01 per share for the six months ended June 30, 2014 and 2013, respectively.
For the six months ended June 30, 2014 and 2013, the average occupancy rates of our same store properties were 91.7% and 90.0%, respectively.

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Six Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
REVENUES
 
 
 
 
 
 
 
Same Store Properties
$
168,105

 
$
161,469

 
$
6,636

 
4.1
 %
Acquired Properties
2,380

 

 
2,380

 

Sold Properties
60

 
7,002

 
(6,942
)
 
(99.1
)%
(Re) Developments and Land, Not Included Above
1,162

 
392

 
770

 
196.4
 %
Other
954

 
696

 
258

 
37.1
 %
 
$
172,661

 
$
169,559

 
$
3,102

 
1.8
 %
Discontinued Operations
(356
)
 
(7,302
)
 
6,946

 
(95.1
)%
Total Revenues
$
172,305

 
$
162,257

 
$
10,048

 
6.2
 %
Revenues from same store properties increased $6.6 million primarily due to an increase in occupancy, an increase in tenant recoveries and an increase in restoration fees, partially offset by an increase in the straight-line rent reserve for doubtful accounts. Revenues from acquired properties increased $2.4 million due to the five industrial properties acquired subsequent to December 31, 2012 totaling approximately 1.7 million square feet of GLA. Revenues from sold properties decreased $6.9 million due to the 72 industrial properties sold subsequent to December 31, 2012 totaling approximately 3.1 million square feet of GLA. Revenues from (re)developments and land increased $0.8 million primarily due to an increase in occupancy. Other revenues increased $0.3 million primarily due to an increase in maintenance company revenues and other one-time revenue transactions.
 
Six Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
PROPERTY EXPENSES
 
 
 
 
 
 
 
Same Store Properties
$
52,882

 
$
48,897

 
$
3,985

 
8.1
 %
Acquired Properties
1,150

 
8

 
1,142

 
14,275.0
 %
Sold Properties
141

 
2,921

 
(2,780
)
 
(95.2
)%
(Re) Developments and Land, Not Included Above
999

 
314

 
685

 
218.2
 %
Other
3,857

 
4,090

 
(233
)
 
(5.7
)%
 
$
59,029

 
$
56,230

 
$
2,799

 
5.0
 %
Discontinued Operations
114

 
(3,031
)
 
3,145

 
(103.8
)%
Total Property Expenses
$
59,143

 
$
53,199

 
$
5,944

 
11.2
 %
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $4.0 million primarily due to higher snow removal costs incurred during the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 due to the harsh 2014 winter. Property expenses from acquired properties increased $1.1 million due to properties acquired subsequent to December 31, 2012. Property expenses from sold properties decreased $2.8 million due to properties sold subsequent to December 31, 2012. Property expenses from (re)developments and land increased $0.7 million primarily due to an increase in real estate tax expense related to the substantial completion of developments. Other expenses remained relatively unchanged.
General and administrative expense increased $0.8 million, or 6.7%, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to an increase in incentive compensation, partially offset by a decrease in legal expense.

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Six Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
 
 
 
 
 
 
 
Same Store Properties
$
54,105

 
$
53,900

 
$
205

 
0.4
 %
Acquired Properties
1,947

 
43

 
1,904

 
4,427.9
 %
Sold Properties
27

 
2,446

 
(2,419
)
 
(98.9
)%
(Re) Developments and Land, Not Included Above
1,028

 
183

 
845

 
461.7
 %
Corporate Furniture, Fixtures and Equipment
251

 
372

 
(121
)
 
(32.5
)%
 
$
57,358

 
$
56,944

 
$
414

 
0.7
 %
Discontinued Operations
(146
)
 
(2,569
)
 
2,423

 
(94.3
)%
Total Depreciation and Other Amortization
$
57,212

 
$
54,375

 
$
2,837

 
5.2
 %
Depreciation and other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.9 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $2.4 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $0.8 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.
Interest income increased $0.2 million, or 18.1%, primarily due to the receipt of a prepayment penalty of $0.3 million related to a note receivable that was paid off early during the six months ended June 30, 2014, partially offset by a decrease in the weighted average note receivable balance outstanding for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013.
Interest expense increased $0.6 million, or 1.5%, primarily due to an increase in the weighted average debt balance outstanding for the six months ended June 30, 2014 ($1,374.7 million) as compared to the six months ended June 30, 2013 ($1,318.7 million) and a decrease in capitalized interest of $1.3 million for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 due to a decrease in development activities, offset by a decrease in the weighted average interest rate for the six months ended June 30, 2014 (5.68%) as compared to the six months ended June 30, 2013 (6.02%).
Amortization of deferred financing costs remained relatively unchanged.
In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of our Series F Flexible Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"). The Series F Agreement had a notional value of $50.0 million and fixed the 30 year Treasury constant maturity treasury rate at 5.2175%. We recorded $0.05 million in mark-to-market net gain, inclusive of $0.6 million in swap payments, for the six months ended June 30, 2013. The Series F Agreement matured on October 1, 2013.
For the six months ended June 30, 2014, we recognized a loss from retirement of debt of $0.6 million due to the early payoff of certain mortgage loans. For the six months ended June 30, 2013, we recognized a loss from retirement of debt of $5.6 million due to the partial repurchase of certain series of our senior unsecured notes and the early payoff of certain mortgage loans.
Equity in income of joint ventures increased $3.5 million during the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 primarily due to an increase in our pro rata share of gain and earn outs from the sales of industrial properties from the 2003 Net Lease Joint Venture.
The income tax provision remained relatively unchanged.


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The following table summarizes certain information regarding the industrial properties included in discontinued operations for the six months ended June 30, 2014 and 2013.
 
Six Months Ended
June 30,
 
2014
 
2013
 
($ in 000’s)
Total Revenues
$
356

 
$
7,302

Property Expenses
114

 
(3,031
)
Impairment of Real Estate

 
(1,605
)
Depreciation and Other Amortization
(146
)
 
(2,569
)
Gain on Sale of Real Estate
1,055

 
10,407

Income from Discontinued Operations
$
1,379

 
$
10,504

Income from discontinued operations for the six months ended June 30, 2014 reflects the results of operations and gain on sale of real estate relating to five industrial properties that were sold during the six months ended June 30, 2014 and the results of operations of two industrial properties that were identified as held for sale at June 30, 2014.
Income from discontinued operations for the six months ended June 30, 2013 reflects the net gain on sale of real estate relating to 12 industrial properties that were sold during the six months ended June 30, 2013, the results of operations of 67 industrial properties that were sold during the year ended December 31, 2013, the results of operations of five industrial properties that were sold during the six months ended June 30, 2014 and the results of operations of the two industrial properties identified as held for sale at June 30, 2014. The impairment loss for the six months ended June 30, 2013 of $1.6 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon a third party purchase contract for properties held for sale during 2013.
The $0.3 million gain on sale of real estate for the six months ended June 30, 2013 resulted from the sale of two land parcels that did not meet the criteria for inclusion in discontinued operations.
Comparison of Three Months Ended June 30, 2014 to Three Months Ended June 30, 2013
Our net income available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $4.0 million and $5.3 million for the three months ended June 30, 2014 and 2013, respectively. Basic and diluted net income available to First Industrial Realty Trust, Inc.’s common stockholders was $0.04 per share and $0.05 per share for the three months ended June 30, 2014 and 2013, respectively.
For the three months ended June 30, 2014 and 2013, the average occupancy rates of our same store properties were 91.5% and 90.3%, respectively.
 
Three Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
REVENUES
 
 
 
 
 
 
 
Same Store Properties
$
84,049

 
$
81,282

 
$
2,767

 
3.4
 %
Acquired Properties
1,300

 

 
1,300

 

Sold Properties
6

 
3,299

 
(3,293
)
 
(99.8
)%
(Re) Developments and Land, Not Included Above
600

 
338

 
262

 
77.5
 %
Other
485

 
363

 
122

 
33.6
 %
 
$
86,440

 
$
85,282

 
$
1,158

 
1.4
 %
Discontinued Operations
(180
)
 
(3,456
)
 
3,276

 
(94.8
)%
Total Revenues
$
86,260

 
$
81,826

 
$
4,434

 
5.4
 %
Revenues from same store properties increased $2.8 million primarily due to an increase in occupancy as well as an increase in restoration fees. Revenues from acquired properties increased $1.3 million due to the five industrial properties acquired subsequent to December 31, 2012 totaling approximately 1.7 million square feet of GLA. Revenues from sold properties decreased $3.3 million due to the 72 industrial properties sold subsequent to December 31, 2012 totaling

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approximately 3.1 million square feet of GLA. Revenues from (re)developments and land increased $0.3 million due to an increase in occupancy. Other revenues increased $0.1 million primarily due to an increase in maintenance company revenues.
 
Three Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
PROPERTY EXPENSES
 
 
 
 
 
 
 
Same Store Properties
$
24,642

 
$
24,240

 
$
402

 
1.7
 %
Acquired Properties
567

 
8

 
559

 
6,987.5
 %
Sold Properties
59

 
1,368

 
(1,309
)
 
(95.7
)%
(Re) Developments and Land, Not Included Above
439

 
244

 
195

 
79.9
 %
Other
1,968

 
2,196

 
(228
)
 
(10.4
)%
 
$
27,675

 
$
28,056

 
$
(381
)
 
(1.4
)%
Discontinued Operations
161

 
(1,447
)
 
1,608

 
(111.1
)%
Total Property Expenses
$
27,836

 
$
26,609

 
$
1,227

 
4.6
 %
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties remained relatively unchanged. Property expenses from acquired properties increased $0.6 million due to properties acquired subsequent to December 31, 2012. Property expenses from sold properties decreased $1.3 million due to properties sold subsequent to December 31, 2012. Property expenses from (re)developments and land increased $0.2 million primarily due to an increase in real estate tax expense related to the substantial completion of developments. Other expenses remained relatively unchanged.
General and administrative expense increased $1.7 million, or 31.6%, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013 primarily due to an increase in incentive compensation, including the acceleration of expense recorded during the three months ended June 30, 2014 related to restricted stock issued to the Company’s CEO. The acceleration of expense is based on the terms of his employment agreement.
 
Three Months Ended
June 30,
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
 
 
 
 
 
 
 
Same Store Properties
$
26,835

 
$
27,876

 
$
(1,041
)
 
(3.7
)%
Acquired Properties
1,047

 
43

 
1,004

 
2,334.9
 %
Sold Properties
4

 
1,107

 
(1,103
)
 
(99.6
)%
(Re) Developments and Land, Not Included Above
556

 
129

 
427

 
331.0
 %
Corporate Furniture, Fixtures and Equipment
129

 
164

 
(35
)
 
(21.3
)%
 
$
28,571

 
$
29,319

 
$
(748
)
 
(2.6
)%
Discontinued Operations
(63
)
 
(1,168
)
 
1,105

 
(94.6
)%
Total Depreciation and Other Amortization
$
28,508

 
$
28,151

 
$
357

 
1.3
 %
Depreciation and other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.0 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $1.1 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $0.4 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense remained relatively unchanged.
Interest income increased $0.1 million, or 11.8%, primarily due to the receipt of a prepayment penalty of $0.3 million related to a note receivable that was paid off early during the three months ended June 30, 2014, partially offset by a decrease in the weighted average note receivable balance outstanding for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013.

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Interest expense increased $0.5 million, or 2.7%, primarily due to an increase in the weighted average debt balance outstanding for the three months ended June 30, 2014 ($1,397.4 million) as compared to the three months ended June 30, 2013 ($1,313.5 million) and a decrease in capitalized interest of $0.7 million for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 due to a decrease in development activities, offset by a decrease in the weighted average interest rate for the three months ended June 30, 2014 (5.54%) as compared to the three months ended June 30, 2013 (5.95%).
Amortization of deferred financing costs remained relatively unchanged.
We recorded $0.06 million in mark-to-market net gain, inclusive of $0.3 million in swap payments, for the three months ended June 30, 2013 related to the Series F Agreement.
For the three months ended June 30, 2014, we recognized a loss from retirement of debt of $0.6 million due to the early payoff of certain mortgage loans. For the three months ended June 30, 2013, we recognized a loss from retirement of debt of $4.4 million due to the partial repurchase of certain series of our senior unsecured notes and the early payoff of certain mortgage loans.
Equity in income of joint ventures increased $0.5 million during the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 primarily due to an increase in our pro rata share of gain and earn outs from the sales of industrial properties from the 2003 Net Lease Joint Venture.
The income tax provision remained relatively unchanged.
The following table summarizes certain information regarding the industrial properties included in discontinued operations for the three months ended June 30, 2014 and 2013.
 
Three Months Ended
June 30,
 
2014
 
2013
 
($ in 000’s)
Total Revenues
$
180

 
$
3,456

Property Expenses
161

 
(1,447
)
Impairment of Real Estate

 
(1,605
)
Depreciation and Other Amortization
(63
)
 
(1,168
)
Gain on Sale of Real Estate
320

 
13,481

Income from Discontinued Operations
$
598

 
$
12,717

Income from discontinued operations for the three months ended June 30, 2014 reflects the results of operations and gain on sale of real estate relating to two industrial properties that were sold during the three months ended June 30, 2014 and the results of operations of two industrial properties that were identified as held for sale at June 30, 2014.
Income from discontinued operations for the three months ended June 30, 2013 reflects the net gain on sale of real estate relating to eight industrial properties that were sold during the three months ended June 30, 2013, the results of operations of 67 industrial properties that were sold during the year ended December 31, 2013, the results of operations of five industrial properties that were sold during the six months ended June 30, 2014 and the results of operations of the two industrial properties identified as held for sale at June 30, 2014. The impairment loss for the three months ended June 30, 2013 of $1.6 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon a third party purchase contract for properties held for sale during 2013.

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Table of Contents

LEASING ACTIVITY
The following table provides a summary of our leasing activity for the three and six months ended June 30, 2014. The table does not include month-to-month leases or leases with terms less than twelve months.  
 
Number of
Leases
Signed
 
Square  Feet
Signed
(in 000’s)
 
Average GAAP
Rent Per
Square Foot (1)
 
GAAP  Basis
Rent  Growth (2)
 
Weighted
Average  Lease
Term (3)
 
Turnover Costs
Per Square
Foot (4)
 
Weighted
Average
Retention (5)
New Leases - Second Quarter 2014
63

 
1,109

 
$
4.59

 
4.7
%
 
6.2

 
$
4.92

 
N/A

Renewal Leases - Second Quarter 2014
75

 
1,900

 
$
4.05

 
10.4
%
 
4.1

 
$
1.40

 
69.5
%
Development Leases - Second Quarter 2014
3

 
329

 
$
3.81

 
N/A

 
9.6

 
N/A

 
N/A

Second Quarter 2014 - Total / Weighted Average
141

 
3,338

 
$
4.20

 
8.1
%
 
5.3

 
$
2.69

 
69.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Leases - Year to Date 2014
113

 
1,933

 
$
4.38

 
2.5
%
 
5.8

 
$
4.62

 
N/A

Renewal Leases - Year to Date 2014
176

 
4,372

 
$
4.62

 
10.6
%
 
4.0

 
$
1.34

 
67.3
%
Development Leases - Year to Date 2014
6

 
360

 
$
4.05

 
N/A

 
9.4

 
N/A

 
N/A

Year to Date 2014 - Total / Weighted Average
295

 
6,665

 
$
4.52

 
8.2
%
 
4.8

 
$
2.31

 
67.3
%
_______________
(1)
Average GAAP rent is the average rent calculated in accordance with GAAP, over the term of the lease.
(2)
GAAP basis rent growth is a ratio of the change in net effective rent (on a GAAP basis, including straight-line rent adjustments as required by GAAP) compared to the net effective rent (on a GAAP basis) of the comparable lease. New leases where there were no prior comparable leases are excluded.
(3)
The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.
(4)
Turnover costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.
(5)
Represents the weighted average square feet of tenants renewing their respective leases.
During the three and six months ended June 30, 2014, we signed 46 and 87 new leases with free rent periods during the lease term on 1.1 million and 1.9 million square feet of GLA, respectively. Total free rent concessions of $1.6 million and $2.4 million, respectively, are associated with these new leases. Additionally, during the three and six months ended June 30, 2014, we signed 4 and 11 renewal leases with free rent periods during the lease term on 0.04 million and 0.3 million square feet of GLA, respectively. Total concessions of $0.03 million and $0.4 million, respectively, are associated with these renewal leases.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2014, our cash and cash equivalents were approximately $4.8 million. We also had $438.0 million available for additional borrowings under our Unsecured Credit Facility.
We have considered our short-term (through June 30, 2015) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We have $25.3 million in mortgage loans payable outstanding at June 30, 2014 that mature or we anticipate prepaying prior to June 30, 2015. We expect to satisfy these payment obligations prior to June 30, 2015 with borrowings under our Unsecured Credit Facility. With the exception of these payment obligations, we believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, the minimum distributions required to maintain our REIT qualification under the Code and distributions approved by our Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of additional equity securities or long-term unsecured indebtedness, subject to market conditions and contractual restrictions or borrowings under our Unsecured Credit Facility.

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We expect to meet long-term (after June 30, 2015) 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 unsecured and secured indebtedness and the issuance of additional equity securities, subject to market conditions.
We also financed the development and acquisition of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available, in the future. At June 30, 2014, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of 1.652%. As of July 29, 2014, we had approximately $400.9 million available for additional borrowings under our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of June 30, 2014, and we anticipate that we will be able to operate in compliance with our financial covenants for the remainder of 2014.
Our senior unsecured notes have been assigned credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BBB-/Ba1/BB+, respectively. In the event of a downgrade, we believe we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.
Six Months Ended June 30, 2014
Net cash provided by operating activities of approximately $51.6 million for the six months ended June 30, 2014 was comprised primarily of the non-cash adjustments of approximately $64.9 million and net income of approximately $9.3 million, offset by the net change in operating assets and liabilities of approximately $10.4 million, payments of discounts and prepayment penalties associated with retirement of debt of approximately $10.6 million and equity in income of Joint Ventures in excess of distributions of approximately $1.6 million. The adjustments for the non-cash items of approximately $64.9 million are primarily comprised of depreciation and amortization of approximately $65.2 million, the loss from retirement of debt of approximately $0.6 million and the provision for bad debt of approximately $0.7 million, offset by the gain on sale of real estate of approximately $1.1 million and the effect of the straight-lining of rental income of approximately $0.5 million.
Net cash used in investing activities of approximately $47.9 million for the six months ended June 30, 2014, was comprised primarily of the acquisition of certain land parcels and three industrial properties comprising approximately 0.5 million square feet of GLA, the development of real estate, capital expenditures related to the improvement of existing real estate, payments related to leasing activities and an increase in escrows, offset by the net proceeds from the sale of real estate, repayments on our notes receivable and net distributions from our Joint Ventures.
During the six months ended June 30, 2014, we sold five industrial properties comprising approximately 0.1 million square feet of GLA. Proceeds from the sales of the five industrial properties, net of closing costs, were approximately $4.4 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale for the remainder of 2014.
Net cash used in financing activities of approximately $6.5 million for the six months ended June 30, 2014, was comprised primarily of the redemption of our Series F Preferred Stock and Series G Flexible Cumulative Redeemable Preferred Stock (the "Series G Preferred Stock"), repayments on our senior unsecured notes and mortgage loans payable, common stock/unit and preferred stock dividends, payments of debt issuance costs and the repurchase and retirement of restricted stock, offset by proceeds from the Unsecured Term Loan (as defined below) and net proceeds from our Unsecured Credit Facility.
During the six months ended June 30, 2014, we entered into a seven-year, $200.0 million unsecured term loan (the "Unsecured Term Loan").
During the six months ended June 30, 2014, we paid off and retired prior to maturity mortgage loans in the amount of $40.3 million. Additionally, we paid off and retired our 2014 Notes, at maturity, in the amount of $81.8 million. We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, taxable income and results of operations.
During the six months ended June 30, 2014, we redeemed all 50,000 depositary shares of the Series F Preferred Stock for $50.0 million and paid a first quarter dividend of $11.3299 per depositary share