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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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36-3935116
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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311 S. Wacker Drive,
Suite 3900, Chicago, Illinois
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60606
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Financial Statements
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March 31, 2015
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December 31, 2014
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||||
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(Unaudited)
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||||||
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(In thousands except share and per share data)
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||||||
ASSETS
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||||
Assets:
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||||
Investment in Real Estate:
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||||
Land
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$
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710,664
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$
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718,188
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Buildings and Improvements
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2,415,620
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2,439,887
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Construction in Progress
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36,756
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25,294
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Less: Accumulated Depreciation
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(794,379
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)
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(786,978
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)
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Net Investment in Real Estate
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2,368,661
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2,396,391
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Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $796 and $0
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4,915
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—
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Cash and Cash Equivalents
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3,557
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9,500
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Restricted Cash
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1,829
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1,829
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Tenant Accounts Receivable, Net
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8,176
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7,356
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Investment in Joint Venture
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—
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71
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Deferred Rent Receivable, Net
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59,989
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58,130
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Deferred Financing Costs, Net
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11,816
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10,448
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Deferred Leasing Intangibles, Net
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31,816
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33,526
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Prepaid Expenses and Other Assets, Net
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62,999
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64,744
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Total Assets
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$
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2,553,758
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$
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2,581,995
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LIABILITIES AND EQUITY
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Liabilities:
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Indebtedness:
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Mortgage Loans Payable, Net
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$
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596,998
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$
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599,985
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Senior Unsecured Notes, Net
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364,885
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364,861
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||
Unsecured Term Loan
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200,000
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200,000
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Unsecured Credit Facility
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168,000
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185,000
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Accounts Payable, Accrued Expenses and Other Liabilities
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75,266
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79,733
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Deferred Leasing Intangibles, Net
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12,383
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12,726
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Rents Received in Advance and Security Deposits
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38,620
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36,914
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Dividend Payable
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14,912
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11,949
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Total Liabilities
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1,471,064
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1,491,168
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Commitments and Contingencies
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—
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—
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Equity:
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First Industrial Realty Trust Inc.’s Stockholders’ Equity:
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||||
Common Stock ($0.01 par value, 150,000,000 shares authorized, 115,051,768 and 114,924,980 shares issued and 110,727,654 and 110,600,866 shares outstanding)
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1,151
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1,149
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Additional Paid-in-Capital
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1,873,374
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1,872,336
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Distributions in Excess of Accumulated Earnings
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(682,920
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)
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(670,650
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)
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Accumulated Other Comprehensive Loss
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(10,319
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)
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(13,867
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)
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Treasury Shares at Cost (4,324,114 shares)
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(140,018
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)
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(140,018
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)
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Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity
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1,041,268
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1,048,950
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Noncontrolling Interest
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41,426
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41,877
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Total Equity
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1,082,694
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1,090,827
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Total Liabilities and Equity
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$
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2,553,758
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$
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2,581,995
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Three Months Ended March 31, 2015
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Three Months Ended March 31, 2014
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||||
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(Unaudited)
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||||||
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(In thousands except per share data)
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||||||
Revenues:
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||||
Rental Income
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$
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68,210
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$
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62,048
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Tenant Recoveries and Other Income
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21,732
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21,813
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Total Revenues
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89,942
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83,861
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Expenses:
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Property Expenses
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29,791
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30,316
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General and Administrative
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6,966
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5,521
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Acquisition Costs
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—
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35
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|
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Depreciation and Other Amortization
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28,306
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27,871
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Total Expenses
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65,063
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63,743
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Other Income (Expense):
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Gain on Sale of Real Estate
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7,930
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—
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Interest Income
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24
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702
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Interest Expense
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(16,642
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)
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(19,046
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)
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Amortization of Deferred Financing Costs
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(746
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)
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(804
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)
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Mark-to-Market Loss on Interest Rate Protection Agreements
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(12,990
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)
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—
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Total Other Income (Expense)
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(22,424
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)
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(19,148
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)
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Income from Continuing Operations Before Equity in Income of Joint Ventures and Income Tax Provision
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2,455
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|
970
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Equity in Income of Joint Ventures
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71
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2,966
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Income Tax Provision
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(60
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)
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(10
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)
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Income from Continuing Operations
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2,466
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3,926
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Discontinued Operations:
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Income Attributable to Discontinued Operations
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—
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406
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Gain on Sale of Real Estate
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—
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735
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||
Income from Discontinued Operations
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—
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1,141
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||
Net Income
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2,466
|
|
|
5,067
|
|
||
Less: Net Income Attributable to the Noncontrolling Interest
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(93
|
)
|
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(104
|
)
|
||
Net Income Attributable to First Industrial Realty Trust, Inc.
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2,373
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|
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4,963
|
|
||
Less: Preferred Dividends
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—
|
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(1,019
|
)
|
||
Less: Redemption of Preferred Stock
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—
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(1,462
|
)
|
||
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
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$
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2,373
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|
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$
|
2,482
|
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Basic and Diluted Earnings Per Share:
|
|
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|
||||
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
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$
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0.02
|
|
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$
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0.01
|
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Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
—
|
|
|
$
|
0.01
|
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Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
0.02
|
|
|
$
|
0.02
|
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Distributions Per Share
|
$
|
0.1275
|
|
|
$
|
0.1025
|
|
Weighted Average Shares Outstanding - Basic
|
110,310
|
|
|
109,676
|
|
||
Weighted Average Shares Outstanding - Diluted
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110,675
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|
|
110,215
|
|
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Three Months Ended March 31, 2015
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|
Three Months Ended March 31, 2014
|
||||
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(Unaudited)
|
||||||
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(In thousands)
|
||||||
Net Income
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$
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2,466
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$
|
5,067
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Mark-to-Market Loss on Interest Rate Protection Agreements
|
(9,446
|
)
|
|
(1,604
|
)
|
||
Reclassification of Fair Value of Interest Rate Protection Agreements (See Note 10)
|
12,990
|
|
|
—
|
|
||
Amortization of Interest Rate Protection Agreements
|
131
|
|
|
628
|
|
||
Foreign Currency Translation Adjustment
|
15
|
|
|
(50
|
)
|
||
Comprehensive Income
|
6,156
|
|
|
4,041
|
|
||
Comprehensive Income Attributable to Noncontrolling Interest
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(233
|
)
|
|
(63
|
)
|
||
Comprehensive Income Attributable to First Industrial Realty Trust, Inc.
|
$
|
5,923
|
|
|
$
|
3,978
|
|
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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, 2014
|
$
|
1,149
|
|
|
$
|
1,872,336
|
|
|
$
|
(670,650
|
)
|
|
$
|
(13,867
|
)
|
|
$
|
(140,018
|
)
|
|
$
|
41,877
|
|
|
$
|
1,090,827
|
|
Stock Based Compensation Activity
|
2
|
|
|
909
|
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|||||||
Conversion of Units to Common Stock
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|||||||
Reallocation—Additional Paid in Capital
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|||||||
Common Stock and Unit Distributions
|
—
|
|
|
—
|
|
|
(14,192
|
)
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|
(14,749
|
)
|
|||||||
Net Income
|
—
|
|
|
—
|
|
|
2,373
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
2,466
|
|
|||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,548
|
|
|
—
|
|
|
142
|
|
|
3,690
|
|
|||||||
Balance as of March 31, 2015
|
$
|
1,151
|
|
|
$
|
1,873,374
|
|
|
$
|
(682,920
|
)
|
|
$
|
(10,319
|
)
|
|
$
|
(140,018
|
)
|
|
$
|
41,426
|
|
|
$
|
1,082,694
|
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
|
(Unaudited)
|
||||||
|
(In thousands)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net Income
|
$
|
2,466
|
|
|
$
|
5,067
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
||||
Depreciation
|
23,258
|
|
|
23,059
|
|
||
Amortization of Deferred Financing Costs
|
746
|
|
|
804
|
|
||
Other Amortization
|
7,741
|
|
|
7,997
|
|
||
Provision for Bad Debt
|
498
|
|
|
663
|
|
||
Equity in Income of Joint Ventures
|
(71
|
)
|
|
(2,966
|
)
|
||
Distributions from Joint Ventures
|
—
|
|
|
962
|
|
||
Gain on Sale of Real Estate
|
(7,930
|
)
|
|
(735
|
)
|
||
Mark-to-Market Loss on Interest Rate Protection Agreements
|
12,990
|
|
|
—
|
|
||
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net
|
(3,425
|
)
|
|
(3,878
|
)
|
||
(Increase) Decrease in Deferred Rent Receivable
|
(2,272
|
)
|
|
404
|
|
||
Decrease in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits
|
(6,476
|
)
|
|
(8,324
|
)
|
||
Cash Book Overdraft
|
429
|
|
|
1,082
|
|
||
Net Cash Provided by Operating Activities
|
27,954
|
|
|
24,135
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Acquisitions of Real Estate
|
—
|
|
|
(13,262
|
)
|
||
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs
|
(25,556
|
)
|
|
(22,869
|
)
|
||
Net Proceeds from Sales of Investments in Real Estate
|
25,573
|
|
|
3,244
|
|
||
Contributions to and Investments in Joint Ventures
|
(9
|
)
|
|
—
|
|
||
Distributions from Joint Ventures
|
126
|
|
|
2,074
|
|
||
Repayments of Notes Receivable
|
2,720
|
|
|
17,080
|
|
||
Increase in Escrows
|
(756
|
)
|
|
(123
|
)
|
||
Net Cash Provided by (Used in) Investing Activities
|
2,098
|
|
|
(13,856
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Debt and Equity Issuance and Redemption Costs
|
(2,114
|
)
|
|
(2,035
|
)
|
||
Repurchase and Retirement of Restricted Stock
|
(2,101
|
)
|
|
(1,475
|
)
|
||
Common Stock and Unit Distributions Paid
|
(11,786
|
)
|
|
(9,740
|
)
|
||
Preferred Dividends Paid
|
—
|
|
|
(1,471
|
)
|
||
Redemption of Preferred Stock
|
—
|
|
|
(75,000
|
)
|
||
Repayments on Mortgage Loans Payable
|
(2,980
|
)
|
|
(3,197
|
)
|
||
Proceeds from Unsecured Term Loan
|
—
|
|
|
200,000
|
|
||
Proceeds from Unsecured Credit Facility
|
32,000
|
|
|
105,000
|
|
||
Repayments on Unsecured Credit Facility
|
(49,000
|
)
|
|
(226,000
|
)
|
||
Net Cash Used in Financing Activities
|
(35,981
|
)
|
|
(13,918
|
)
|
||
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(14
|
)
|
|
(30
|
)
|
||
Net Decrease in Cash and Cash Equivalents
|
(5,929
|
)
|
|
(3,639
|
)
|
||
Cash and Cash Equivalents, Beginning of Year
|
9,500
|
|
|
7,577
|
|
||
Cash and Cash Equivalents, End of Year
|
$
|
3,557
|
|
|
$
|
3,908
|
|
|
Three Months Ended March 31, 2014
|
||
Total Revenues
|
$
|
2,360
|
|
Property Expenses
|
(1,038
|
)
|
|
Depreciation and Amortization
|
(916
|
)
|
|
Gain on Sale of Real Estate
|
735
|
|
|
Income from Discontinued Operations
|
$
|
1,141
|
|
|
Outstanding Balance at
|
|
Interest
Rate at
March 31,
2015
|
|
Effective
Interest
Rate at
Issuance
|
|
Maturity
Date
|
||||||
|
March 31,
2015
|
|
December 31,
2014
|
|
|||||||||
Mortgage Loans Payable, Net
|
$
|
596,998
|
|
|
$
|
599,985
|
|
|
4.03% – 8.26%
|
|
4.03% – 8.26%
|
|
February 2016 –
September 2022
|
Unamortized Premiums
|
(83
|
)
|
|
(90
|
)
|
|
|
|
|
|
|
||
Mortgage Loans Payable, Gross
|
$
|
596,915
|
|
|
$
|
599,895
|
|
|
|
|
|
|
|
Senior Unsecured Notes, Net
|
|
|
|
|
|
|
|
|
|
||||
2016 Notes
|
$
|
159,635
|
|
|
$
|
159,621
|
|
|
5.75%
|
|
5.91%
|
|
1/15/2016
|
2017 Notes
|
54,967
|
|
|
54,966
|
|
|
7.50%
|
|
7.52%
|
|
12/1/2017
|
||
2027 Notes
|
6,067
|
|
|
6,066
|
|
|
7.15%
|
|
7.11%
|
|
5/15/2027
|
||
2028 Notes
|
31,884
|
|
|
31,884
|
|
|
7.60%
|
|
8.13%
|
|
7/15/2028
|
||
2032 Notes
|
10,519
|
|
|
10,518
|
|
|
7.75%
|
|
7.87%
|
|
4/15/2032
|
||
2017 II Notes
|
101,813
|
|
|
101,806
|
|
|
5.95%
|
|
6.37%
|
|
5/15/2017
|
||
Subtotal
|
$
|
364,885
|
|
|
$
|
364,861
|
|
|
|
|
|
|
|
Unamortized Discounts
|
217
|
|
|
241
|
|
|
|
|
|
|
|
||
Senior Unsecured Notes, Gross
|
$
|
365,102
|
|
|
$
|
365,102
|
|
|
|
|
|
|
|
Unsecured Term Loan*
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
1.922%
|
|
1.922%
|
|
1/29/2021
|
Unsecured Credit Facility**
|
$
|
168,000
|
|
|
$
|
185,000
|
|
|
1.323%
|
|
1.323%
|
|
3/11/2019
|
|
Amount
|
||
Remainder of 2015
|
$
|
9,178
|
|
2016
|
251,870
|
|
|
2017
|
168,723
|
|
|
2018
|
168,341
|
|
|
2019
|
244,423
|
|
|
Thereafter
|
487,482
|
|
|
Total
|
$
|
1,330,017
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Mortgage Loans Payable, Net
|
$
|
596,998
|
|
|
$
|
641,253
|
|
|
$
|
599,985
|
|
|
$
|
640,818
|
|
Senior Unsecured Notes, Net
|
364,885
|
|
|
393,061
|
|
|
364,861
|
|
|
395,320
|
|
||||
Unsecured Term Loan
|
200,000
|
|
|
200,552
|
|
|
200,000
|
|
|
200,575
|
|
||||
Unsecured Credit Facility
|
168,000
|
|
|
168,000
|
|
|
185,000
|
|
|
185,747
|
|
||||
Total
|
$
|
1,329,883
|
|
|
$
|
1,402,866
|
|
|
$
|
1,349,846
|
|
|
$
|
1,422,460
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||
Noncontrolling Interest, Beginning of Period
|
$
|
41,877
|
|
|
$
|
44,369
|
|
Net Income
|
93
|
|
|
104
|
|
||
Unit Distributions
|
(557
|
)
|
|
(458
|
)
|
||
Other Comprehensive Income (Loss) (Including a Reallocation of $2 and $5)
|
142
|
|
|
(36
|
)
|
||
Conversion of Units to Common Stock
|
(95
|
)
|
|
(1,279
|
)
|
||
Reallocation - Additional Paid-in-Capital
|
(34
|
)
|
|
48
|
|
||
Noncontrolling Interest, End of Period
|
$
|
41,426
|
|
|
$
|
42,748
|
|
|
Interest Rate Protection Agreements
|
|
Foreign Currency Translation Adjustment
|
|
Comprehensive Income (Loss) Attributable to Noncontrolling Interest
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
(14,402
|
)
|
|
$
|
(15
|
)
|
|
$
|
550
|
|
|
$
|
(13,867
|
)
|
Other Comprehensive (Loss) Income Before Reclassifications
|
(10,503
|
)
|
|
15
|
|
|
(142
|
)
|
|
(10,630
|
)
|
||||
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
14,178
|
|
|
—
|
|
|
—
|
|
|
14,178
|
|
||||
Net Current Period Other Comprehensive Income (Loss)
|
3,675
|
|
|
15
|
|
|
(142
|
)
|
|
3,548
|
|
||||
Balance as of March 31, 2015
|
$
|
(10,727
|
)
|
|
$
|
—
|
|
|
$
|
408
|
|
|
$
|
(10,319
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||
Interest Rate Protection Agreements:
|
|
|
|
|
|
|
||||
Reclassification of Fair Value of Interest Rate Protection Agreements (See Note 10)
|
|
$
|
12,990
|
|
|
$
|
—
|
|
|
Mark-to-Market Loss on Interest Rate Protection Agreements
|
Amortization of Interest Rate Protection Agreements (Previously Settled)
|
|
131
|
|
|
628
|
|
|
Interest Expense
|
||
Settlement Payments to our Counterparties
|
|
1,057
|
|
|
733
|
|
|
Interest Expense
|
||
|
|
$
|
14,178
|
|
|
$
|
1,361
|
|
|
Total
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
Interest Expense Capitalized in Connection with Development Activity
|
$
|
459
|
|
|
$
|
380
|
|
Supplemental Schedule of Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Distribution Payable on Common Stock/Operating Partnership Units
|
$
|
14,912
|
|
|
$
|
11,921
|
|
Exchange of Operating Partnership Units for Common Stock:
|
|
|
|
||||
Noncontrolling Interest
|
$
|
(95
|
)
|
|
$
|
(1,279
|
)
|
Common Stock
|
—
|
|
|
1
|
|
||
Additional Paid-in-Capital
|
95
|
|
|
1,278
|
|
||
Total
|
$
|
—
|
|
|
$
|
—
|
|
Assumption of Liabilities in Connection with the Acquisition of Real Estate
|
$
|
—
|
|
|
$
|
138
|
|
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate
|
$
|
8,881
|
|
|
$
|
12,650
|
|
Write-off of Fully Depreciated Assets
|
$
|
(9,849
|
)
|
|
$
|
(9,863
|
)
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
Numerator:
|
|
|
|
||||
Income from Continuing Operations
|
$
|
2,466
|
|
|
$
|
3,926
|
|
Noncontrolling Interest Allocable to Continuing Operations
|
(93
|
)
|
|
(58
|
)
|
||
Income from Continuing Operations Allocable to Participating Securities
|
(41
|
)
|
|
(18
|
)
|
||
Income from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
|
2,332
|
|
|
3,850
|
|
||
Preferred Dividends
|
—
|
|
|
(1,019
|
)
|
||
Redemption of Preferred Stock
|
—
|
|
|
(1,462
|
)
|
||
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
2,332
|
|
|
$
|
1,369
|
|
Income from Discontinued Operations
|
$
|
—
|
|
|
$
|
1,141
|
|
Noncontrolling Interest Allocable to Discontinued Operations
|
—
|
|
|
(46
|
)
|
||
Income from Discontinued Operations Allocable to Participating Securities
|
—
|
|
|
(14
|
)
|
||
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.
|
$
|
—
|
|
|
$
|
1,081
|
|
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
|
$
|
2,373
|
|
|
$
|
2,482
|
|
Net Income Allocable to Participating Securities
|
(41
|
)
|
|
(32
|
)
|
||
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
2,332
|
|
|
$
|
2,450
|
|
Denominator (In Thousands):
|
|
|
|
||||
Weighted Average Shares - Basic
|
110,310
|
|
|
109,676
|
|
||
Effect of Dilutive Securities:
|
|
|
|
||||
LTIP Unit Awards (as defined in Note 9)
|
365
|
|
|
539
|
|
||
Weighted Average Shares - Diluted
|
110,675
|
|
|
110,215
|
|
||
Basic and Diluted EPS:
|
|
|
|
||||
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
0.02
|
|
|
$
|
0.01
|
|
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
—
|
|
|
$
|
0.01
|
|
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||||
Derivatives designated as a hedging instrument:
|
|
|
|
|
|
|
|
|
||||||
Group I Swaps
|
|
$
|
(8,735
|
)
|
|
—
|
|
|
$
|
(8,735
|
)
|
|
—
|
|
Derivatives not designated as a hedging instrument:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Group II Swaps
|
|
$
|
(12,990
|
)
|
|
—
|
|
|
$
|
(12,990
|
)
|
|
—
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
($ in 000’s)
|
|||||||||||||
REVENUES
|
|
|
|
|
|
|
|
|||||||
Same Store Properties
|
$
|
84,263
|
|
|
$
|
82,486
|
|
|
$
|
1,777
|
|
|
2.2
|
%
|
Acquired Properties
|
1,651
|
|
|
346
|
|
|
1,305
|
|
|
377.2
|
%
|
|||
Sold Properties
|
323
|
|
|
2,902
|
|
|
(2,579
|
)
|
|
(88.9
|
)%
|
|||
(Re) Developments and Land, Not Included Above
|
3,312
|
|
|
14
|
|
|
3,298
|
|
|
23,557.1
|
%
|
|||
Other
|
393
|
|
|
473
|
|
|
(80
|
)
|
|
(16.9
|
)%
|
|||
|
$
|
89,942
|
|
|
$
|
86,221
|
|
|
$
|
3,721
|
|
|
4.3
|
%
|
Discontinued Operations
|
—
|
|
|
(2,360
|
)
|
|
2,360
|
|
|
(100.0
|
)%
|
|||
Total Revenues
|
$
|
89,942
|
|
|
$
|
83,861
|
|
|
$
|
6,081
|
|
|
7.3
|
%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
($ in 000’s)
|
|||||||||||||
PROPERTY EXPENSES
|
|
|
|
|
|
|
|
|||||||
Same Store Properties
|
$
|
25,835
|
|
|
$
|
27,483
|
|
|
$
|
(1,648
|
)
|
|
(6.0
|
)%
|
Acquired Properties
|
504
|
|
|
120
|
|
|
384
|
|
|
320.0
|
%
|
|||
Sold Properties
|
175
|
|
|
1,268
|
|
|
(1,093
|
)
|
|
(86.2
|
)%
|
|||
(Re) Developments and Land, Not Included Above
|
1,274
|
|
|
593
|
|
|
681
|
|
|
114.8
|
%
|
|||
Other
|
2,003
|
|
|
1,890
|
|
|
113
|
|
|
6.0
|
%
|
|||
|
$
|
29,791
|
|
|
$
|
31,354
|
|
|
$
|
(1,563
|
)
|
|
(5.0
|
)%
|
Discontinued Operations
|
—
|
|
|
(1,038
|
)
|
|
1,038
|
|
|
(100.0
|
)%
|
|||
Total Property Expenses
|
$
|
29,791
|
|
|
$
|
30,316
|
|
|
$
|
(525
|
)
|
|
(1.7
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
($ in 000’s)
|
|||||||||||||
DEPRECIATION AND OTHER AMORTIZATION
|
|
|
|
|
|
|
|
|||||||
Same Store Properties
|
$
|
26,010
|
|
|
$
|
26,830
|
|
|
$
|
(820
|
)
|
|
(3.1
|
)%
|
Acquired Properties
|
946
|
|
|
204
|
|
|
742
|
|
|
363.7
|
%
|
|||
Sold Properties
|
100
|
|
|
1,139
|
|
|
(1,039
|
)
|
|
(91.2
|
)%
|
|||
(Re) Developments and Land, Not Included Above
|
1,080
|
|
|
492
|
|
|
588
|
|
|
119.5
|
%
|
|||
Corporate Furniture, Fixtures and Equipment
|
170
|
|
|
122
|
|
|
48
|
|
|
39.3
|
%
|
|||
|
$
|
28,306
|
|
|
$
|
28,787
|
|
|
$
|
(481
|
)
|
|
(1.7
|
)%
|
Discontinued Operations
|
—
|
|
|
(916
|
)
|
|
916
|
|
|
(100.0
|
)%
|
|||
Total Depreciation and Other Amortization
|
$
|
28,306
|
|
|
$
|
27,871
|
|
|
$
|
435
|
|
|
1.6
|
%
|
|
Three Months Ended March 31, 2014
|
||
|
($ in 000’s)
|
||
Total Revenues
|
$
|
2,360
|
|
Property Expenses
|
(1,038
|
)
|
|
Depreciation and Amortization
|
(916
|
)
|
|
Gain on Sale of Real Estate
|
735
|
|
|
Income from Discontinued Operations
|
$
|
1,141
|
|
|
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
|
62
|
|
|
1,822
|
|
|
$
|
3.90
|
|
|
10.6
|
%
|
|
6.4
|
|
|
$
|
4.68
|
|
|
N/A
|
|
Renewal Leases
|
94
|
|
|
1,646
|
|
|
$
|
5.61
|
|
|
8.5
|
%
|
|
2.8
|
|
|
$
|
0.80
|
|
|
60.5
|
%
|
Development Leases
|
3
|
|
|
97
|
|
|
$
|
4.21
|
|
|
N/A
|
|
|
5.7
|
|
|
N/A
|
|
|
N/A
|
|
|
Total / Weighted Average
|
159
|
|
|
3,565
|
|
|
$
|
4.70
|
|
|
9.3
|
%
|
|
4.7
|
|
|
$
|
2.66
|
|
|
60.5
|
%
|
(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 also 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.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net Income
Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
|
$
|
2,373
|
|
|
$
|
2,482
|
|
Adjustments:
|
|
|
|
||||
Depreciation and Other Amortization of Real Estate
|
28,136
|
|
|
27,749
|
|
||
Depreciation and Other Amortization of Real Estate Included in Discontinued Operations
|
—
|
|
|
916
|
|
||
Equity in Depreciation and Other Amortization of Joint Ventures
|
17
|
|
|
37
|
|
||
Non-NAREIT Compliant Gain
|
(7,930
|
)
|
|
(735
|
)
|
||
Non-NAREIT Compliant Gain from Joint Ventures
|
(63
|
)
|
|
(2,979
|
)
|
||
Noncontrolling Interest Share of Adjustments
|
(767
|
)
|
|
(996
|
)
|
||
Funds from Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
|
$
|
21,766
|
|
|
$
|
26,474
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Same Store Properties - Revenues
|
$
|
84,263
|
|
|
$
|
82,486
|
|
Same Store Properties - Property Expenses
|
25,835
|
|
|
27,483
|
|
||
Same Store Net Operating Income Before Adjustments
|
$
|
58,428
|
|
|
$
|
55,003
|
|
Adjustments:
|
|
|
|
||||
Lease Inducement Amortization
|
202
|
|
|
315
|
|
||
Straight-line Rent
|
(499
|
)
|
|
369
|
|
||
Above / Below Market Rent Amortization
|
(100
|
)
|
|
(577
|
)
|
||
Lease Termination Fees
|
(51
|
)
|
|
(101
|
)
|
||
One-Time Restoration Fee
|
—
|
|
|
(389
|
)
|
||
Same Store Net Operating Income
|
$
|
57,980
|
|
|
$
|
54,620
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibits
|
|
Description
|
|
|
|
10.1
|
|
Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of March 10, 2015, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated March 12, 2015, File No. 1-13102)
|
|
|
|
10.2*
|
|
First Amendment to Unsecured Term Loan Agreement, dated as of April 20, 2015, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A and the other lenders thereunder
|
|
|
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
|
|
31.2*
|
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
|
|
32**
|
|
Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.1*
|
|
The following financial statements from First Industrial Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
FIRST INDUSTRIAL REALTY TRUST, INC.
|
|
|
By:
|
/
S
/ S
COTT
A. M
USIL
|
|
|
Scott A. Musil
Chief Financial Officer
(Principal Financial Officer)
|
Exhibits
|
|
Description
|
|
|
|
10.1
|
|
Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of March 10, 2015, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated March 12, 2015, File No. 1-13102)
|
|
|
|
10.2*
|
|
First Amendment to Unsecured Term Loan Agreement, dated as of April 20, 2015, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A and the other lenders thereunder
|
|
|
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
|
|
31.2*
|
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
|
|
32**
|
|
Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.1*
|
|
The following financial statements from First Industrial Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
1.
|
Definitions
. All capitalized undefined terms used in this First Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.
|
2.
|
Amendments to Credit Agreement
. Effective as set forth in
Section 3
below, the Credit Agreement is hereby amended as follows:
|
a.
|
Section 1.1
of the Credit Agreement is hereby amended to add the following definitions in alphabetical order:
|
b.
|
The definition of “
Applicable Cap Rate
” now appearing in
Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:
|
c.
|
The definition of “
Base LIBOR Rate
” now appearing in
Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:
|
d.
|
The definition of “
Federal Funds Effective Rate
” now appearing in
Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:
|
e.
|
The definition of “
Implied Capitalization Value
” now appearing in
Section 1.1
of the Credit Agreement is amended to delete the reference to “$250,000,000” now appearing therein and to substitute “$400,000,000” therefor.
|
f.
|
The definition of “
LIBOR Market Index Rate
” now appearing in
Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:
|
g.
|
The definition of “
Net Proceeds
” now appearing in
Section 1.1
of the Credit Agreement is deleted in its entirety.
|
h.
|
The definition of “
Taxes
” now appearing in
Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:
|
i.
|
Section 4.5(iv)
of the Credit Agreement is amended to insert the phrase “, W-8BEN-E” immediately after the phrase “W-8BEN” now appearing therein.
|
j.
|
Section 4.5
of the Credit Agreement is amended to insert the following new clause (x) at the end thereof:
|
k.
|
Section 6.27
of the Credit Agreement is amended and restated in its entirety as follows:
|
l.
|
Section 7.18
of the Credit Agreement is amended to delete the last sentence thereof.
|
m.
|
Section 7.19
of the Credit Agreement is amended to delete the phrase “General partner” now appearing therein and to substitute “General Partner” therefor.
|
n.
|
Section 7.20
of the Credit Agreement is amended and restated in its entirety as follows:
|
o.
|
Section 8.3
of the Credit Agreement is amended to delete the phrase “five percent (5%)” now appearing in clause (x) of the second to last sentence thereof and to substitute “ten percent (10%)” therefor.
|
p.
|
Section 8.7
of the Credit Agreement is amended to insert the phrase “(including, without limitation, Anti-Corruption Laws and Sanctions)” immediately after the phrase “orders and directions” now appearing therein.
|
q.
|
Section 9.4
of the Credit Agreement is amended to insert the following at the end thereof:
|
r.
|
Clause (vi) of
Section 9.5
of the Credit Agreement is amended and restated in its entirety as follows:
|
s.
|
Section 9.7
is amended to delete clause (f) thereof; to insert “or” at the end of clause (d) thereof; and to replace the semi-colon (“;”) appearing at the end of clause (e) thereof with a period (“.”).
|
t.
|
Section 10.10(a)
of the Credit Agreement is amended to delete the phrase “7.5% rate” now appearing therein and to substitute “7.0% rate” therefor.
|
u.
|
Section 13.4
of the Credit Agreement is amended to insert the phrase “(and stated interest)” after the phrase “and principal amounts” now appearing therein.
|
v.
|
Section 13.7
of the Credit Agreement is amended to delete the phrase “comply with Section 4.5(ii)” now appearing therein and to substitute the phrase “comply with Section 4.5(iv)” therefor.
|
w.
|
Section 14.6
of the Credit Agreement is amended to delete the phrase “as determined by a court” now appearing therein and to substitute the phrase “are determined by a court” therefor.
|
x.
|
Each of
Section 14.13(a)(i)
and
section 14.13(a)(ii)
of the Credit Agreement is amended to insert the phrase “(including the Prepayment Premium pursuant to Section 2.24(c))” after the phrase “or any fees” now appearing therein.
|
y.
|
Section 15.1
of the Credit Agreement is amended to delete the phrase “Samuel Supple” now appearing therein and to substitute the phrase “Scott Solis” therefor.
|
3.
|
Conditions to Effectiveness
.
This First Amendment shall not be effective until the Administrative Agent shall have received counterparts of this First Amendment duly executed and delivered by the Borrower, the General Partner, the Administrative Agent, and the Required Lenders.
|
4.
|
Representations and Warranties
. Except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, the representations and warranties of the Borrower and each other Loan Party contained in
Article VI
of the Credit Agreement or any other Loan Document to which any of them is a party, are true and correct on and as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is true and correct on and as of such earlier date.
|
5.
|
Limited Amendment; Ratification of Loan Documents
. Except as specifically amended or modified hereby, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This First Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein.
|
6.
|
Governing Law
. This First Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.
|
7.
|
Miscellaneous
. This First Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this First Amendment. Each of the Borrower and the General Partner represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this First Amendment. This First Amendment shall constitute a Loan Document.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of First Industrial Realty Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: April 29, 2015
|
|
/
S
/ B
RUCE
W. D
UNCAN
|
|
|
Bruce W. Duncan
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of First Industrial Realty Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: April 29, 2015
|
|
/
S
/ S
COTT
A. M
USIL
|
|
|
Scott A. Musil
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
Dated: April 29, 2015
|
|
/
S
/ B
RUCE
W. D
UNCAN
|
|
|
Bruce W. Duncan
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Dated: April 29, 2015
|
|
/
S
/ S
COTT
A. M
USIL
|
|
|
Scott A. Musil
|
|
|
Chief Financial Officer (Principal Financial Officer)
|