FIRST INDUSTRIAL REALTY TRUST INC - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

Form 10-Q

_______________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			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.)

333-21873 (First Industrial, L.P.)

_______________________________

FIRST INDUSTRIAL REALTY TRUST, INC.

FIRST INDUSTRIAL, L.P.

(Exact name of Registrant as specified in its Charter)

First Industrial Realty Trust, Inc.

Maryland

36-3935116

First Industrial, L.P.

Delaware

36-3924586

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

One North Wacker Drive, Suite 4200

Chicago, Illinois, 60606

(Address of principal executive offices, zip code)

(312) 344-4300

(Registrant's telephone number, including area code)

_______________________________

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

New York Stock Exchange

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.

First Industrial Realty Trust, Inc.

Yes

☑

☐

First Industrial, L.P.

Yes

☑

☐

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).

First Industrial Realty Trust, Inc.

Yes

☑

☐

First Industrial, L.P.

Yes

☑

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

First Industrial Realty Trust, Inc.:

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

First Industrial, L.P.:

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

First Industrial Realty Trust, Inc.

Yes

☐

First Industrial, L.P.

Yes

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

First Industrial Realty Trust, Inc.

Yes

☐

☑

First Industrial, L.P.

Yes

☐

☑

At July 21, 2023, 132,254,012 shares of First Industrial Realty Trust, Inc.'s Common Stock, $0.01 par value, were outstanding.

EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended June 30, 2023 of First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), and First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including the Operating Partnership and its consolidated subsidiaries.

The Company is a real estate investment trust and the general partner of the Operating Partnership. At June 30, 2023, the Company owned an approximate 97.5% common general partnership interest in the Operating Partnership. The remaining approximate 2.5% common limited partnership interests in the Operating Partnership are owned by limited partners. The limited partners of the Operating Partnership primarily include persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for limited partnership interests in the Operating Partnership and recipients of RLP Units (as defined in Note 6 to the Consolidated Financial Statements) of the Operating Partnership pursuant to the Company's stock incentive plan. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership's day-to-day management and control and can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings. The management of the Company consists of the same members as the management of the Operating Partnership.

The Company and the Operating Partnership are managed and operated as one enterprise. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of the Company's assets are held by, and its operations are conducted through, the Operating Partnership and its subsidiaries. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.

We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership are:

•Equity, Noncontrolling Interest and Partners' Capital. The 2.5% equity interest in the Operating Partnership held by persons or entities other than the Company is classified within partners' capital in the Operating Partnership's financial statements and as a noncontrolling interest in the Company's financial statements.

•Relationship to Other Real Estate Partnerships. The Company's operations are conducted primarily through the Operating Partnership and its subsidiaries, although operations are also conducted through several other limited partnerships, which are referred to as the "Other Real Estate Partnerships." The Operating Partnership is a limited partner, holding at least a 99% interest, and the Company is a general partner, holding at least a .01% general partnership interest through several separate wholly-owned corporations, in each of the Other Real Estate Partnerships. The Other Real Estate Partnerships are variable interest entities that both the Company and the Operating Partnership consolidate. The Company's direct general partnership interest in the Other Real Estate Partnerships is reflected as noncontrolling interest within the Operating Partnership's financial statements.

•Relationship to Service Subsidiary. The Company has a direct wholly-owned subsidiary that does not own any real estate but provides services to various other entities owned by the Company. Since the Operating Partnership does not have an ownership interest in this entity, its operations are reflected in the consolidated results of the Company but not the Operating Partnership. Also, this entity owes certain amounts to the Operating Partnership, for which a receivable is included on the Operating Partnership's balance sheet but is eliminated on the Company's consolidated balance sheet, since both this entity and the Operating Partnership are fully consolidated by the Company.

We believe combining the Company's and Operating Partnership's quarterly reports into this single report results in the following benefits:

•enhances investors' understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management views and operates the business;

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports; and

•eliminates duplicative disclosures and provides a more streamlined and readable presentation for our investors to review since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership.

To help investors understand the differences between the Company and the Operating Partnership, this report provides the following disclosures for each of the Company and the Operating Partnership:

•consolidated financial statements;

•a single set of consolidated notes to such financial statements that includes separate discussions of each entity's stockholders' equity or partners' capital, as applicable; and

•a combined Management's Discussion and Analysis of Financial Condition and Results of Operations section that includes distinct information related to each entity.

This report also includes separate Part I, Item 4, Controls and Procedures sections and separate Exhibit 31 and 32 certifications for the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are both compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2023

INDEX


		Page
PART I: FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	First Industrial Realty Trust, Inc.
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	5
	Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2023 and 2022	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	7
	First Industrial, L.P.
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	9
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	10
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	11
	Consolidated Statements of Changes in Partners' Capital for the Three and Six Months Ended June 30, 2023 and 2022	12
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	13
	First Industrial Realty Trust, Inc. and First Industrial, L.P.
	Notes to the Consolidated Financial Statements	15
	1. Organization	15
	2. Summary of Significant Accounting Policies	16
	3. Investment in Real Estate	17
	4. Indebtedness	18
	5. Variable Interest Entities	20
	6. Equity of the Company and Partners' Capital of the Operating Partnership	22
	7. Accumulated Other Comprehensive Income	23
	8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")	24
	9. Long-Term Compensation	25
	10. Derivative Instruments	26
	11. Related Party Transactions	27
	12. Commitments and Contingencies	27
	13. Subsequent Events	27
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II: OTHER INFORMATION		45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
EXHIBIT INDEX		46
SIGNATURES		47

PART I: FINANCIAL INFORMATION


Item 1.			Financial Statements

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land	$	1,735,920	$	1,646,179
Buildings and Improvements	3,605,818		3,442,957
Construction in Progress	224,750		253,903
Less: Accumulated Depreciation	(972,609)		(921,480)
Net Investment in Real Estate	4,593,879		4,421,559
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $362 and $—	72		—
Operating Lease Right-of-Use Assets	24,460		24,580
Cash and Cash Equivalents	68,098		133,244
Restricted Cash	—		11,874
Tenant Accounts Receivable	6,643		7,135
Investment in Joint Venture	37,374		8,822
Deferred Rent Receivable	133,933		122,918

Prepaid Expenses and Other Assets, Net	224,920		224,190
Total Assets	$	5,089,379	$	4,954,322
LIABILITIES AND EQUITY
Liabilities:
Indebtedness:
Mortgage Loan Payable	$	10,140	$	10,299
Senior Unsecured Notes, Net	994,103		993,742
Unsecured Term Loans, Net	920,061		919,260
Unsecured Credit Facility	258,000		143,000
Accounts Payable, Accrued Expenses and Other Liabilities	174,584		194,031
Operating Lease Liabilities	22,195		22,266

Rents Received in Advance and Security Deposits	104,158		100,166
Dividends and Distributions Payable	44,299		41,259
Total Liabilities	2,527,540		2,424,023
Commitments and Contingencies (see Note 12)	—		—
Equity:
First Industrial Realty Trust Inc.'s Equity:
Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,254,012 and 132,141,503 shares issued and outstanding)	1,323		1,321
Additional Paid-in Capital	2,403,397		2,401,334
Retained Earnings	48,217		23,131
Accumulated Other Comprehensive Income	38,219		33,412
Total First Industrial Realty Trust, Inc.'s Equity	2,491,156		2,459,198
Noncontrolling Interests	70,683		71,101
Total Equity	2,561,839		2,530,299
Total Liabilities and Equity	$	5,089,379	$	4,954,322

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Revenues:
Lease Revenue	$	148,950	$	128,957	$	295,556	$	253,869
Joint Venture Fees	1,843		37		2,916		74
Other Revenue	1,430		1,055		3,174		1,619
Total Revenues	152,223		130,049		301,646		255,562
Expenses:
Property Expenses	39,757		34,860		81,939		70,275
General and Administrative	9,520		8,249		18,874		16,990

Joint Venture Development Services Expense	1,347		—		2,131		—
Depreciation and Other Amortization	40,590		36,470		80,362		70,380
Total Expenses	91,214		79,579		183,306		157,645
Other Income (Expense):
Gain on Sale of Real Estate	13,053		297		13,053		297
Interest Expense	(17,898)		(10,374)		(34,017)		(20,010)
Amortization of Debt Issuance Costs	(905)		(730)		(1,809)		(1,486)


Total Other Income (Expense)	(5,750)		(10,807)		(22,773)		(21,199)
Income from Operations Before Equity in Income of Joint Venture and Income Tax Provision	55,259		39,663		95,567		76,718
Equity in Income of Joint Venture	1,434		118,211		29,068		118,189
Income Tax Provision	(459)		(24,198)		(7,626)		(24,108)
Net Income	56,234		133,676		117,009		170,799
Less: Net Income Attributable to the Noncontrolling Interests	(1,598)		(16,685)		(6,406)		(17,550)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	54,636	$	116,991	$	110,603	$	153,249
Basic Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.41	$	0.89	$	0.84	$	1.16
Diluted Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.41	$	0.88	$	0.84	$	1.16

Weighted Average Shares Outstanding - Basic	132,249		132,051		132,230		131,932
Weighted Average Shares Outstanding - Diluted	132,337		132,106		132,318		131,997

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Net Income	$	56,234	$	133,676	$	117,009	$	170,799


Mark-to-Market Gain on Derivative Instruments	17,836		5,696		4,816		16,791
Amortization of Derivative Instruments	103		103		205		205
Comprehensive Income	74,173		139,475		122,030		187,795
Comprehensive Income Attributable to Noncontrolling Interests	(2,050)		(16,819)		(6,532)		(17,946)
Comprehensive Income Attributable to First Industrial Realty Trust, Inc.	$	72,123	$	122,656	$	115,498	$	169,849

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited; in thousands, except per share data)


Six Months Ended June 30, 2023:	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance as of December 31, 2022	$	1,321	$	2,401,334	$	23,131	$	33,412	$	71,101	$	2,530,299
Net Income	—		—		55,967		—		4,808		60,775
Other Comprehensive Loss	—		—		—		(12,592)		(326)		(12,918)

Stock Based Compensation Activity	1		(412)		(710)		—		5,748		4,627
Common Stock Dividends and Unit Distributions ($0.320 Per Share/Unit)	—		—		(42,401)		—		(1,059)		(43,460)
Conversion of Limited Partner Units to Common Stock	—		513		—		—		(513)		—


Distributions to Noncontrolling Interests	—		—		—		—		(11,358)		(11,358)
Reallocation - Additional Paid-in Capital	—		(1,166)		—		—		1,166		—
Reallocation - Other Comprehensive Income	—		—		—		(88)		88		—
Balance as of March 31, 2023	$	1,322	$	2,400,269	$	35,987	$	20,732	$	69,655	$	2,527,965
Net Income	—		—		54,636		—		1,598		56,234
Other Comprehensive Income	—		—		—		17,487		452		17,939

Stock Based Compensation Activity	1		1,288		(2)		—		1,931		3,218
Common Stock Dividends and Unit Distributions ($0.320 Per Share/Unit)	—		—		(42,404)		—		(1,049)		(43,453)
Conversion of Limited Partner Units to Common Stock	—		151		—		—		(151)		—


Distributions to Noncontrolling Interests	—		—		—		—		(64)		(64)
Reallocation - Additional Paid-in-Capital	—		1,689		—		—		(1,689)		—

Balance as of June 30, 2023	$	1,323	$	2,403,397	$	48,217	$	38,219	$	70,683	$	2,561,839


Six Months Ended June 30, 2022:	Common Stock		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2021	$	1,317	$	2,376,026	$	(178,293)	$	(4,238)	$	53,560	$	2,248,372
Net Income	—		—		36,258		—		865		37,123
Other Comprehensive Income	—		—		—		10,935		262		11,197
Issuance of Common Stock, Net of Issuance Costs	2		12,744		—		—		—		12,746
Stock Based Compensation Activity	1		(198)		(1,483)		—		4,401		2,721
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,009)		—		(878)		(39,887)
Conversion of Limited Partner Units to Common Stock	—		36		—		—		(36)		—

Contributions from Noncontrolling Interest	—		—		—		—		103		103
Reallocation - Additional Paid-in Capital	—		12		—		—		(12)		—
Reallocation - Other Comprehensive Income	—		—		—		6		(6)		—
Balance as of March 31, 2022	$	1,320	$	2,388,620	$	(182,527)	$	6,703	$	58,259	$	2,272,375
Net Income	—		—		116,991		—		16,685		133,676
Other Comprehensive Income	—		—		—		5,665		134		5,799

Stock Based Compensation Activity	—		1,074		—		—		2,819		3,893
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,008)		—		(758)		(39,766)
Conversion of Limited Partner Units to Common Stock	1		1,234		—		—		(1,235)		—

Distributions to Noncontrolling Interest	—		—		—		—		(4,418)		(4,418)
Reallocation - Additional Paid-in-Capital	—		2,534		—		—		(2,534)		—
Reallocation - Other Comprehensive Income	—		—		—		3		(3)		—
Balance as of June 30, 2022	$	1,321	$	2,393,462	$	(104,544)	$	12,371	$	68,949	$	2,371,559

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


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	117,009	$	170,799
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	63,849		57,454
Amortization of Debt Issuance Costs	1,809		1,486
Other Amortization, Including Equity Based Compensation	16,593		16,567


Equity in Income of Joint Venture	(29,068)		(118,189)
Distributions from the Joint Venture	5,740		118,034
Gain on Sale of Real Estate	(13,053)		(297)




Straight-line Rental Income and Expense, Net	(11,018)		(9,353)

Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(1,537)		(4,600)

Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	5,785		26,988

Net Cash Provided by Operating Activities	156,109		258,889
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(89,914)		(183,344)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(171,768)		(250,150)
Net Proceeds from Sales of Investments in Real Estate	16,299		1,268


Contributions to and Investments in Joint Venture	(5,972)		(1,640)
Distributions from the Joint Venture	—		29,356

Decrease (Increase) in Escrow Deposits	250		(3,405)
Net Cash Used in Investing Activities	(251,105)		(407,915)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	(5)		(2,866)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount	—		12,823

Tax Paid on Vested Equity Compensation	(2,510)		(2,942)
Common Stock Dividends and Unit Distributions Paid	(82,928)		(75,911)

Repayments on Mortgage Loans Payable	(159)		(69,310)



Proceeds from Unsecured Term Loans	—		165,000

Proceeds from Unsecured Credit Facility	196,000		425,000
Repayments on Unsecured Credit Facility	(81,000)		(222,000)
Contributions from Noncontrolling Interests	—		103
Distributions to Noncontrolling Interests	(11,422)		(4,418)

Net Cash Provided by Financing Activities	17,976		225,479
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(77,020)		76,453
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	145,118		58,780
Cash, Cash Equivalents and Restricted Cash, End of Period	$	68,098	$	135,233


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	7,825	$	8,434
Cash Paid for Operating Lease Liabilities	$	1,645	$	1,706
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	563	$	298
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable	$	44,299	$	40,359

Exchange of Limited Partnership Units for Common Stock:
Noncontrolling Interests	$	(664)	$	(1,271)
Common Stock	—		1
Additional Paid-in Capital	664		1,270
Total	$	—	$	—








Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	351	$	465
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	71,732	$	119,281
Tenant Improvements Funded by Tenant	$	2,528	$	—
Write-off of Fully Depreciated Assets	$	(16,515)	$	(19,681)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land	$	1,735,920	$	1,646,179
Buildings and Improvements	3,605,818		3,442,957
Construction in Progress	224,750		253,903
Less: Accumulated Depreciation	(972,609)		(921,480)
Net Investment in Real Estate (including $311,523 and $313,245 related to consolidated variable interest entities, see Note 5)	4,593,879		4,421,559
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $362 and $—	72		—
Operating Lease Right-of-Use Assets	24,460		24,580
Cash and Cash Equivalents	68,098		133,244
Restricted Cash	—		11,874
Tenant Accounts Receivable	6,643		7,135
Investment in Joint Venture	37,374		8,822
Deferred Rent Receivable	133,933		122,918

Prepaid Expenses and Other Assets, Net	234,198		233,471
Total Assets	$	5,098,657	$	4,963,603
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Indebtedness:
Mortgage Loan Payable	$	10,140	$	10,299
Senior Unsecured Notes, Net	994,103		993,742
Unsecured Term Loans, Net	920,061		919,260
Unsecured Credit Facility	258,000		143,000
Accounts Payable, Accrued Expenses and Other Liabilities	174,584		194,031
Operating Lease Liabilities	22,195		22,266

Rents Received in Advance and Security Deposits	104,158		100,166
Distributions Payable	44,299		41,259
Total Liabilities	2,527,540		2,424,023
Commitments and Contingencies (see Note 12)	—		—
Partners' Capital:
First Industrial, L.P.'s Partners' Capital:
General Partner Units (132,254,012 and 132,141,503 units outstanding)	2,422,186		2,395,601
Limited Partners Units (3,413,522 and 3,055,766 units outstanding)	102,779		95,015
Accumulated Other Comprehensive Income	39,207		34,186
Total First Industrial L.P.'s Partners' Capital	2,564,172		2,524,802
Noncontrolling Interests	6,945		14,778
Total Partners' Capital	2,571,117		2,539,580
Total Liabilities and Partners' Capital	$	5,098,657	$	4,963,603

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per Unit data)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Revenues:
Lease Revenue	$	148,950	$	128,957	$	295,556	$	253,869
Joint Venture Fees	1,843		37		2,916		74
Other Revenue	1,430		1,055		3,174		1,619
Total Revenues	152,223		130,049		301,646		255,562
Expenses:
Property Expenses	39,757		34,860		81,939		70,275
General and Administrative	9,520		8,249		18,874		16,990

Joint Venture Development Services Expense	1,347		—		2,131		—
Depreciation and Other Amortization	40,590		36,470		80,362		70,380
Total Expenses	91,214		79,579		183,306		157,645
Other Income (Expense):
Gain on Sale of Real Estate	13,053		297		13,053		297
Interest Expense	(17,898)		(10,374)		(34,017)		(20,010)
Amortization of Debt Issuance Costs	(905)		(730)		(1,809)		(1,486)


Total Other Income (Expense)	(5,750)		(10,807)		(22,773)		(21,199)
Income from Operations Before Equity in Income of Joint Venture and Income Tax Provision	55,259		39,663		95,567		76,718
Equity in Income of Joint Venture	1,434		118,211		29,068		118,189
Income Tax Provision	(459)		(24,198)		(7,626)		(24,108)
Net Income	56,234		133,676		117,009		170,799
Less: Net Income Attributable to the Noncontrolling Interests	(211)		(14,257)		(3,592)		(14,275)
Net Income Available to Unitholders and Participating Securities	$	56,023	$	119,419	$	113,417	$	156,524
Basic and Diluted Earnings Per Unit:
Net Income Available to Unitholders	$	0.41	$	0.89	$	0.84	$	1.16



Weighted Average Units Outstanding - Basic	134,702		134,278		134,694		134,176
Weighted Average Units Outstanding - Diluted	135,247		134,590		135,239		134,543

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Net Income	$	56,234	$	133,676	$	117,009	$	170,799


Mark-to-Market Gain on Derivative Instruments	17,836		5,696		4,816		16,791
Amortization of Derivative Instruments	103		103		205		205
Comprehensive Income	74,173		139,475		$	122,030	$	187,795
Comprehensive Income Attributable to Noncontrolling Interests	(211)		(14,257)		(3,592)		(14,275)
Comprehensive Income Attributable to Unitholders	$	73,962	$	125,218	$	118,438	$	173,520

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Unaudited; in thousands, except per Unit data)


Six Months Ended June 30, 2023:	General Partner Units		Limited Partner Units		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance as of December 31, 2022	$	2,395,601	$	95,015	$	34,186	$	14,778	$	2,539,580
Net Income	55,947		1,447		—		3,381		60,775
Other Comprehensive Loss	—		—		(12,918)		—		(12,918)

Stock Based Compensation Activity	(1,121)		5,748		—		—		4,627
Unit Distributions ($0.320 Per Unit)	(42,401)		(1,059)		—		—		(43,460)
Conversion of Limited Partner Units to General Partner Units	513		(513)		—		—		—

Contributions from Noncontrolling Interests	—		—		—		1		1
Distributions to Noncontrolling Interests	—		—		—		(11,359)		(11,359)
Balance as of March 31, 2023	$	2,408,539	$	100,638	$	21,268	$	6,801	$	2,537,246
Net Income	54,613		1,410		—		211		56,234
Other Comprehensive Income	—		—		17,939		—		17,939

Stock Based Compensation Activity	1,287		1,931		—		—		3,218
Unit Distributions ($0.320 Per Unit)	(42,404)		(1,049)		—		—		(43,453)
Conversion of Limited Partner Units to General Partner Units	151		(151)		—		—		—

Contributions from Noncontrolling Interests	—		—		—		2		2
Distributions to Noncontrolling Interests	—		—		—		(69)		(69)
Balance as of June 30, 2023	$	2,422,186	$	102,779	$	39,207	$	6,945	$	2,571,117


Six Months Ended June 30, 2022:	General Partner Units		Limited Partner Units		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2021	$	2,175,549	$	81,435	$	(4,331)	$	4,954	$	2,257,607
Net Income	36,237		868		—		18		37,123
Other Comprehensive Income	—		—		11,197		—		11,197
Contribution of General Partner Units, Net of Issuance Costs	12,746		—		—		—		12,746
Stock Based Compensation Activity	(1,680)		4,401		—		—		2,721
Unit Distributions ($0.295 Per Unit)	(39,009)		(878)		—		—		(39,887)
Conversion of Limited Partner Units to General Partner Units	36		(36)		—		—		—

Contributions from Noncontrolling Interests	—		—		—		112		112
Distributions to Noncontrolling Interests	—		—		—		(40)		(40)
Balance as of March 31, 2022	$	2,183,879	$	85,790	$	6,866	$	5,044	$	2,281,579
Net Income	116,969		2,450		—		14,257		133,676
Other Comprehensive Income	—		—		5,799		—		5,799

Stock Based Compensation Activity	1,074		2,819		—		—		3,893
Unit Distributions ($0.295 Per Unit)	(39,008)		(758)		—		—		(39,766)
Conversion of Limited Partner Units to General Partner Units	1,235		(1,235)		—		—		—

Contributions from Noncontrolling Interests	—		—		—		1		1
Distributions to Noncontrolling Interests	—		—		—		(4,449)		(4,449)
Balance as of June 30, 2022	$	2,264,149	$	89,066	$	12,665	$	14,853	$	2,380,733

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


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	117,009	$	170,799
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	63,849		57,454
Amortization of Debt Issuance Costs	1,809		1,486
Other Amortization, Including Equity Based Compensation	16,593		16,567


Equity in Income of Joint Venture	(29,068)		(118,189)
Distributions from the Joint Venture	5,740		118,034
Gain on Sale of Real Estate	(13,053)		(297)




Straight-line Rental Income and Expense, Net	(11,018)		(9,353)

Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(1,534)		(4,539)

Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	5,785		26,988

Net Cash Provided by Operating Activities	156,112		258,950
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(89,914)		(183,344)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(171,768)		(250,150)
Net Proceeds from Sales of Investments in Real Estate	16,299		1,268


Contributions to and Investments in the Joint Venture	(5,972)		(1,640)
Distributions from the Joint Venture	—		29,356

Decrease (Increase) in Escrow Deposits	250		(3,405)
Net Cash Used in Investing Activities	(251,105)		(407,915)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	(5)		(2,866)
Contribution of General Partner Units	—		12,823

Tax Paid on Vested Equity Compensation	(2,510)		(2,942)
Unit Distributions Paid	(82,928)		(75,911)

Contributions from Noncontrolling Interests	3		113
Distributions to Noncontrolling Interests	(11,428)		(4,489)
Repayments on Mortgage Loans Payable	(159)		(69,310)



Proceeds from Unsecured Term Loans	—		165,000
Proceeds from Unsecured Credit Facility	196,000		425,000
Repayments on Unsecured Credit Facility	(81,000)		(222,000)

Net Cash Provided by Financing Activities	17,973		225,418
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(77,020)		76,453
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	145,118		58,780
Cash, Cash Equivalents and Restricted Cash, End of Period	$	68,098	$	135,233


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	7,825	$	8,434
Cash Paid for Operating Lease Liabilities	$	1,645	$	1,706
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	563	$	298
Supplemental Schedule of Non-Cash Investing and Financing Activities:
General and Limited Partner Unit Distributions Payable	$	44,299	$	40,359

Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units	$	(664)	$	(1,271)
General Partner Units	664		1,271
Total	$	—	$	—








Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	351	$	465
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	71,732	$	119,281
Tenant Improvements Funded by Tenant	$	2,528	$	—
Write-off of Fully Depreciated Assets	$	(16,515)	$	(19,681)

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

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; dollars in thousands, except per share and Unit data)

1. Organization

First Industrial Realty Trust, Inc. (the "Company") is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including its operating partnership, First Industrial, L.P. (the "Operating Partnership"), and its consolidated subsidiaries.

We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, of which the Company is the sole general partner (the "General Partner"), with an approximate 97.5% ownership interest ("General Partner Units") at June 30, 2023. The Operating Partnership also conducts operations through several other limited partnerships (the "Other Real Estate Partnerships"), numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99% limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general partnership interest in the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. The Company's noncontrolling interest in the Operating Partnership of approximately 2.5% at June 30, 2023 represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units"). The limited partners of the Operating Partnership are persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for common Limited Partner Units of the Operating Partnership and/or recipients of RLP Units of the Operating Partnership (see Note 6) pursuant to the Company's stock incentive plan.

Through a wholly-owned TRS of the Operating Partnership, we own an equity interest in a joint venture (the "Joint Venture"). We also provide various services to the Joint Venture. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Company or the Operating Partnership as presented herein. See Note 5 for more information related to the Joint Venture.

Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships, the TRSs and the Joint Venture are allocated to the general partner and the limited partners, the members or the shareholders, as applicable, of such entities in accordance with the provisions contained within their respective organizational documents.

As of June 30, 2023, we owned 435 industrial properties located in 18 states, containing an aggregate of approximately 66.7 million square feet of gross leasable area ("GLA"). Of the 435 properties owned on a consolidated basis, none of them are directly owned by the Company.

2. Summary of Significant Accounting Policies

Basis of Presentation

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, 2022 ("2022 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The 2022 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our 2022 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, 2022 audited consolidated financial statements included in our 2022 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Use of Estimates

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, 2023 and December 31, 2022, and the reported amounts of revenues and expenses for the three and six months ended June 30, 2023 and 2022. 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, 2023 and December 31, 2022, the results of our operations and comprehensive income for each of the three and six months ended June 30, 2023 and 2022, and our cash flows for each of the six months ended June 30, 2023 and 2022. All adjustments are of a normal recurring nature.

Reclassifications

Deferred Leasing Intangibles, Net as of December 31, 2022 have been reclassified to the Prepaid Expenses and Other Assets, Net line item and to the Accounts Payable, Accrued Expenses and Other Liabilities line item in the consolidated balance sheets to conform to the 2023 presentation. Joint Venture Fees for the three and six months ended June 30, 2022 have been reclassified from the Other Revenue line item in the consolidated statements of operations to conform to the 2023 presentation.

3. Investment in Real Estate

Acquisitions

During the six months ended June 30, 2023, we acquired two industrial properties comprised of approximately 0.03 million square feet of GLA and four land parcels. We accounted for the properties and land parcels as asset acquisitions and capitalized transaction costs to the basis of the acquired assets. The following table summarizes the allocation of the purchase price, excluding transaction costs, to each major asset class for the industrial properties and land parcels acquired during the six months ended June 30, 2023:


Land	$	80,781
Building and Improvements	3,403
In-Place Leases	993

Below Market Leases	(1,093)
Other Assets	170

Total Purchase Price	$	84,254

Real Estate Held for Sale

As of June 30, 2023, we had one industrial property comprised of approximately 0.01 million square feet of GLA held for sale.

Sales

During the six months ended June 30, 2023, we sold one industrial property comprised of approximately 0.2 million square feet of GLA and one land parcel. Gross proceeds from the sales were $16,709 and the gain on sale of real estate attributable to these sales was $13,053.

4. Indebtedness

The following table discloses certain information regarding our indebtedness:


	Outstanding Balance at				Interest Rate at June 30, 2023	Effective Interest Rate at Issuance	Maturity Date
	June 30, 2023		December 31, 2022
Mortgage Loan Payable	$	10,140	$	10,299	4.17%	4.17%	8/1/2028



Senior Unsecured Notes, Gross
2027 Notes	6,070		6,070		7.15%	7.11%	5/15/2027
2028 Notes	31,901		31,901		7.60%	8.13%	7/15/2028
2032 Notes	10,600		10,600		7.75%	7.87%	4/15/2032
2027 Private Placement Notes	125,000		125,000		4.30%	4.30%	4/20/2027
2028 Private Placement Notes	150,000		150,000		3.86%	3.86%	2/15/2028
2029 Private Placement Notes	75,000		75,000		4.40%	4.40%	4/20/2029
2029 II Private Placement Notes	150,000		150,000		3.97%	4.23%	7/23/2029
2030 Private Placement Notes	150,000		150,000		3.96%	3.96%	2/15/2030
2030 II Private Placement Notes	100,000		100,000		2.74%	2.74%	9/17/2030
2032 Private Placement Notes	200,000		200,000		2.84%	2.84%	9/17/2032
Subtotal	$	998,571	$	998,571
Unamortized Debt Issuance Costs	(4,419)		(4,777)
Unamortized Discounts	(49)		(52)
Senior Unsecured Notes, Net	$	994,103	$	993,742
Unsecured Term Loans, Gross
2021 Unsecured Term Loan (A)	200,000		200,000		1.84%	N/A	7/7/2026
2022 Unsecured Term Loan (A)	425,000		425,000		3.64%	N/A	10/18/2027
2022 Unsecured Term Loan II (A)(B)	300,000		300,000		4.88%	N/A	8/12/2025
Subtotal	$	925,000	$	925,000
Unamortized Debt Issuance Costs	(4,939)		(5,740)
Unsecured Term Loans, Net	$	920,061	$	919,260
Unsecured Credit Facility (C)	$	258,000	$	143,000	5.97%	N/A	7/7/2025

_______________

(A) The interest rate at June 30, 2023 includes the impact of derivative instruments which effectively convert the variable rate of the debt to a fixed rate. See Note 10.

(B) At our option, we may extend the maturity pursuant to two, one-year extension options, subject to certain conditions.

(C) At our option, we may extend the maturity pursuant to two, six-month extension options, subject to certain conditions. Amounts exclude unamortized debt issuance costs of $2,638 and $3,285 as of June 30, 2023 and December 31, 2022, respectively, which are included in the line item Prepaid Expenses and Other Assets, Net.

Mortgage Loan Payable

As of June 30, 2023, mortgage loan payable is collateralized by industrial properties with a net carrying value of $31,444. We believe the Operating Partnership and the Company were in compliance with all covenants relating to our mortgage loan as of June 30, 2023.

Amendments of Unsecured Credit Facility and Unsecured Term Loan Agreements

On May 31, 2023, the Company amended its $750,000 revolving credit agreement (the "Unsecured Credit Facility") and its $200,000 term loan agreement (the "2021 Unsecured Term Loan") to replace LIBOR with SOFR as the benchmark interest rate. Commencing July 3, 2023, borrowings under the Unsecured Credit Facility will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment, plus a credit spread, which is currently 77.5 basis points. Commencing August 1, 2023 borrowings under the 2021 Unsecured Term Loan will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment, plus a credit spread, which is currently 85 basis points. The credit spreads for each debt instrument are subject to adjustment based on our leverage and investment grade rating.

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of discounts and debt issuance costs, for the next five years as of June 30, and thereafter:


	Amount
Remainder of 2023	$	161
2024	335
2025	558,349
2026	200,364
2027	556,449
Thereafter	876,053
Total	$	2,191,711

Our Unsecured Credit Facility, our Unsecured Term Loans, our senior notes issued in private placements ("Private Placement Notes") 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 the Unsecured Term Loans, an event of default can 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 the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, the Unsecured Term Loans, the Private Placement Notes and the indentures governing our senior unsecured notes as of June 30, 2023; however, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs.

Fair Value

At June 30, 2023 and December 31, 2022, the fair value of our indebtedness was as follows:


	June 30, 2023				December 31, 2022
	Carrying Amount (A)		Fair Value		Carrying Amount (A)		Fair Value
Mortgage Loan Payable	$	10,140	$	9,574	$	10,299	$	9,765
Senior Unsecured Notes, Net	998,522		873,645		998,519		883,444
Unsecured Term Loans	925,000		925,000		925,000		909,187
Unsecured Credit Facility	258,000		258,000		143,000		143,000
Total	$	2,191,662	$	2,066,219	$	2,076,818	$	1,945,396

_______________

(A) The carrying amounts include unamortized discounts and exclude unamortized debt issuance costs.

The fair value of our mortgage loan payable was 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 rate we utilized was internally estimated. The fair value of the senior unsecured notes was determined by using rates, as advised by our bankers, that are based upon recent trades within the same series of the senior unsecured notes, recent trades for senior unsecured notes with comparable maturities, recent trades for fixed rate unsecured notes from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and the Unsecured Term Loans 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 our mortgage loan payable, each of our senior unsecured notes and the Unsecured Term Loans was primarily based upon Level 3 inputs.

5. Variable Interest Entities

Other Real Estate Partnerships

The Other Real Estate Partnerships are variable interest entities ("VIEs") of the Operating Partnership and the Operating Partnership is the primary beneficiary, thus causing the Other Real Estate Partnerships to be consolidated by the Operating Partnership. In addition, the Operating Partnership is a VIE of the Company and the Company is the primary beneficiary.

The following table summarizes the assets and liabilities of the Other Real Estate Partnerships included in our consolidated balance sheets, net of intercompany amounts:


	June 30, 2023		December 31, 2022
ASSETS
Assets:
Net Investment in Real Estate	$	311,523	$	313,245


Operating Lease Right-of-Use Assets	12,955		13,000
Cash and Cash Equivalents	2,697		2,915

Deferred Rent Receivable	14,828		13,261
Prepaid Expenses and Other Assets, Net	12,128		12,919
Total Assets	$	354,131	$	355,340
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

Accounts Payable, Accrued Expenses and Other Liabilities	$	11,161	$	18,148
Operating Lease Liabilities	10,234		10,249
Rents Received in Advance and Security Deposits	7,645		7,917
Partners' Capital	325,091		319,026
Total Liabilities and Partners' Capital	$	354,131	$	355,340

Joint Venture

Through a wholly-owned TRS of the Operating Partnership, we own a 43% interest in the Joint Venture. Since we own our interest in the Joint Venture through a partnership with a third party and we hold the power to direct the activities that most significantly impact the economic performance of the partnership, we consolidate the partnership and reflect our partner's 6% interest in the Joint Venture within the financial statements (see Note 6). The Joint Venture was formed for the purpose of developing, leasing, operating and selling land located in the Phoenix, Arizona metropolitan area.

Under the operating agreement for the Joint Venture, we act as the managing member and are entitled to receive fees for providing management, leasing, development, construction supervision, disposition and asset management services. In addition, the Joint Venture's operating agreement provides us the ability to earn incentive fees based on the ultimate financial performance of the Joint Venture.

During the six months ended June 30, 2023 and 2022, we earned fees of $3,664 and $145, respectively, from the Joint Venture, related to asset management, property management and development services, of which we deferred recognition of $748 and $71, respectively, due to our economic interest in the Joint Venture. During the six months ended June 30, 2023, we incurred fees of $2,131 related to third-party development management services associated with the Joint Venture. At June 30, 2023 and December 31, 2022, we had an aggregate receivable from the Joint Venture of $91 and $34, respectively.

Net income of the Joint Venture for the six months ended June 30, 2023 and 2022 was $42,116 and $176,168, respectively. Included in net income during the six months ended June 30, 2023 was $1,660 of lease revenue as well as gain on sale of real estate of $40,077 related to the sale of approximately 31 acres of land. Our economic share of the lease revenue and gain on sale was $813 and $19,638, respectively. Included in net income during the six months ended June 30, 2022 is gain on sale of real estate of $176,281 related to the sale of approximately 391 acres of land for which our economic share of the gain on sale was $86,378. For the six months ended June 30, 2023 and 2022, we earned incentive fees of $8,460 and $32,276, respectively, from the Joint Venture, which is reflected in the Equity In Income of Joint Venture line item in the Consolidated Statements of Operations.

The Joint Venture has three buildings under development comprising an aggregate 1.8 million square feet (the "Project") at June 30, 2023. During the year ended December 31, 2022, in connection with the Project, the Joint Venture entered into a construction loan with a capacity of $149,514 with a third party lender (the "Joint Venture Loan"). As of June 30, 2023, the balance of the Joint Venture Loan is $52,454, excluding $960 of unamortized debt issuance costs. With respect to the Joint Venture Loan, we provided a completion guarantee to the lender and our third-party joint venture partner that requires the Company to timely complete construction of the Project. Total estimated investment for the Project is approximately $210,300 and the Joint Venture is using a third-party contractor to develop the buildings pursuant to a guaranteed maximum price contract. We also provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is not possible to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third party lender and/or our joint venture partner as well as the non-recourse exception and environmental indemnity guarantees; however, we do not expect that we will be required to make any significant payments in satisfaction of these guarantees.

6. Equity of the Company and Partners' Capital of the Operating Partnership

Noncontrolling Interest of the Company

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for Limited Partner Units, as well as the equity positions of the holders of Limited Partner Units issued in connection with the grant of restricted limited partner Units ("RLP Units") pursuant to the Company's stock incentive plan, are collectively referred to as the “Noncontrolling Interests.” An RLP Unit is a class of limited partnership interest of the Operating Partnership that is structured as a “profits interest” for U.S. federal income tax purposes and is an award that is granted under our stock incentive plan (see Note 9). Generally, RLP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of Common Stock underlying such RLP Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an RLP Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such RLP Unit (which will initially be zero) equal to, on a per-unit basis, the book capital account balance associated with a "common" Limited Partner Unit of the Operating Partnership, it automatically becomes a common Limited Partner Unit that is convertible by the holder to one share of Common Stock or a cash equivalent, at the Company's option. Net income is allocated to the Noncontrolling Interests based on the weighted average ownership percentage during the period.

Noncontrolling Interest - Joint Venture

Our ownership interest in the Joint Venture is held through a partnership with a third party. We concluded that we hold the power to direct the activities that most significantly impact the economic performance of the partnership. As a result, we consolidate the partnership and reflect the third party's interest in the partnership that invests in the Joint Venture as a Noncontrolling Interest. Our partner's share of the partnership's income was $189 and $14,234 for the three months ended June 30, 2023 and 2022, respectively, and $3,550 and $14,231 for the six months ended June 30, 2023 and 2022, respectively, and was reflected in the Equity in Income of Joint Venture and the Noncontrolling Interests line items in the Consolidated Statements of Operations. The Noncontrolling Interests line item in the Consolidated Balance Sheets includes our third party partner's interest of $6,146 and $14,018 at June 30, 2023 and December 31, 2022, respectively.

ATM Program

On February 24, 2023, we entered into three-year distribution agreements with certain sales agents to sell up to 16,000,000 shares of the Company's common stock, for up to $800,000 aggregate gross sales proceeds, from time to time in "at-the-market" offerings (the "ATM"). Under the terms of the ATM, sales are to be made through transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange, sales made through a market maker other than on an exchange or sales made through privately negotiated transactions. During the six months ended June 30, 2023, we did not issue any shares of the Company's common stock under the ATM.

7. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income by component for the Company and the Operating Partnership for the six months ended June 30, 2023:


	Derivative Instruments		Accumulated Other Comprehensive Income of the Operating Partnership		Comprehensive (Loss) Income Attributable to Noncontrolling Interest of the Company		Accumulated Other Comprehensive Income of the Company
Balance as of December 31, 2022	$	34,186	$	34,186	$	(774)	$	33,412
Other Comprehensive Income Before Reclassifications	14,189		14,189		(214)		13,975
Amounts Reclassified from Accumulated Other Comprehensive Income	(9,168)		(9,168)		—		(9,168)
Net Current Period Other Comprehensive Income	5,021		5,021		(214)		4,807
Balance as of June 30, 2023	$	39,207	$	39,207	$	(988)	$	38,219

The following table summarizes the reclassifications out of accumulated other comprehensive income for both the Company and the Operating Partnership for the three and six months ended June 30, 2023 and 2022:


	Amounts Reclassified from Accumulated Other Comprehensive (Income) Loss
Details about Accumulated Other Comprehensive Income Components	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022		Affected Line Items in the Consolidated Statements of Operations
Derivative Instruments:
Amortization of Previously Settled Derivative Instruments	$	103	$	103	$	205	$	205	Interest Expense
Net Settlement (Receipts) Payments to our Counterparties	(5,272)		786		(9,373)		2,273		Interest Expense

Total	$	(5,169)	$	889	$	(9,168)	$	2,478

The 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 $410 into net income by increasing interest expense for derivative instruments we settled in previous periods. Additionally, recurring settlement amounts on the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps (all defined in Note 10) will also be reclassified to net income.

8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")

The computation of basic and diluted EPS of the Company is presented below:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Numerator:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	54,636	$	116,991	$	110,603	$	153,249
Net Income Allocable to Participating Securities	(53)		(103)		(100)		(134)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	54,583	$	116,888	$	110,503	$	153,115
Denominator (In Thousands):
Weighted Average Shares - Basic	132,249		132,051		132,230		131,932
Effect of Dilutive Securities:
Performance Units (See Note 9)	88		55		88		65
Weighted Average Shares - Diluted	132,337		132,106		132,318		131,997
Basic EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.41	$	0.89	$	0.84	$	1.16
Diluted EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.41	$	0.88	$	0.84	$	1.16

The computation of basic and diluted EPU of the Operating Partnership is presented below:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Numerator:
Net Income Available to Unitholders and Participating Securities	$	56,023	$	119,419	$	113,417	$	156,524
Net Income Allocable to Participating Securities	(145)		(269)		(279)		(357)
Net Income Available to Unitholders	$	55,878	$	119,150	$	113,138	$	156,167
Denominator (In Thousands):
Weighted Average Units - Basic	134,702		134,278		134,694		134,176
Effect of Dilutive Securities:
Performance Units and certain Performance RLP Units (See Note 9)	545		312		545		367
Weighted Average Units - Diluted	135,247		134,590		135,239		134,543
Basic and Diluted EPU:
Net Income Available to Unitholders	$	0.41	$	0.89	$	0.84	$	1.16

At June 30, 2023 and 2022, participating securities for the Company included 129,909 and 125,920, respectively, of Service Awards (see Note 9), which participate in non-forfeitable distributions. At June 30, 2023 and 2022, participating securities for the Operating Partnership included 352,686 and 318,870, respectively, of Service Awards and certain Performance Awards (see Note 9), which participate in non-forfeitable distributions. Under the two-class method, participating security holders are allocated income, in proportion to total weighted average shares or Units outstanding, based upon the greater of net income or common stock dividends or Unit distributions declared.

9. Long-Term Compensation

Awards with Performance Measures

During the six months ended June 30, 2023, 44,821 performance units ("Performance Units") and 280,083 RLP Units ("Performance RLP Units" and, together with the Performance Units, collectively the "Performance Awards") were granted to certain employees based on performance-based criteria, which had a fair value of approximately $8,054 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. A portion of each Performance Award vests based upon the total shareholder return ("TSR") of the Company's common stock compared to the TSR of the FTSE Nareit All Equity Index and the remainder vests based upon the TSR of the Company’s common stock compared to a specified group of peer industrial real estate companies. The performance period for these Performance Awards is three years. Compensation expense is charged to earnings over the applicable vesting period for the Performance Awards. At the end of the measuring period, vested Performance Units convert into shares of common stock.

Service Based Awards

For the six months ended June 30, 2023, 56,236 shares of restricted stock units ("Service Units") and 98,342 RLP Units ("Service RLP Units" and together with the Service Units, collectively the "Service Awards") were granted to certain employees and outside directors based on service-based criteria, which had an aggregate fair value of approximately $7,948 on the grant date. The fair value of the Service Awards is based on the Company's stock price on the date such awards were approved by the Compensation Committee of the Board of Directors. The Service Awards awarded to employees were based on the prior achievement of certain corporate performance goals and generally vest ratably over three years based on continued employment. Service Awards granted to outside directors vest after one year. Compensation expense is charged to earnings over the vesting periods for the Service Awards. At the end of the service period, vested Service Units convert into shares of common stock.

Retirement Eligibility

All award agreements issued underlying Performance Awards and Service Awards contain a retirement benefit for employees with at least 10 years of continuous service and are at least 60 years old. For employees that meet the age and service eligibility requirements, their awards are non-forfeitable. As such, during the six months ended June 30, 2023, we expensed 100% of the awards granted to retirement-eligible employees at the grant date as if fully vested. For employees who will meet the age and service eligibility requirements during the normal vesting periods, the grants are amortized over the shorter service period.

Outstanding Performance Awards and Service Awards

We recognized $3,269 and $3,893 for the three months ended June 30, 2023 and 2022, respectively, and $9,409 and $8,994 for the six months ended June 30, 2023 and 2022, respectively, in compensation expense related to the amortization of the Service Awards and the Performance Awards. Service Award and Performance Award amortization capitalized in connection with development activities was $430 and $1,154 for the three months ended June 30, 2023 and 2022, respectively, and $2,136 and $2,327 for the six months ended June 30, 2023 and 2022, respectively. At June 30, 2023, we had $17,129 in unrecognized compensation related to unvested Service Awards and Performance Awards. The weighted average period over which the unrecognized compensation is expected to be recognized is 0.94 years.

10. Derivative Instruments

Our objectives in using derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish these objectives, we primarily use derivative instruments as part of our interest rate risk management strategy. Derivative instruments 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.

We have interest rate swaps to manage our exposure to changes in the one-month LIBOR rate, the one-month term SOFR rate and the adjusted daily simple SOFR rate related to our Unsecured Term Loans. We have three interest rate swaps with an aggregate notional value of $200,000, that fix the one-month LIBOR rate at 0.99% and mature on February 2, 2026 (the "2021 Swaps"). On May 31, 2023, the Company amended its 2021 Unsecured Term Loan to replace LIBOR with SOFR as the benchmark interest rate. Commencing August 1, 2023, borrowings under the 2021 Unsecured Term Loan will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment plus a credit spread which is currently 85 basis points. The 2021 Swaps will convert from fixing one-month LIBOR to fixing daily compounded SOFR commencing August 1, 2023.

We have eight interest rate swaps with an aggregate notional value of $425,000 that fix the one-month term SOFR rate at 2.69% and mature on September 30, 2027 (the "2022 Swaps").

We have seven interest rate swaps, with an aggregate notional value of $300,000 that fix the adjusted daily simple SOFR rate at 3.93% (the "2022 II Swaps"). $150,000 of the 2022 II Swaps' aggregate notional value matures on December 1, 2025 and the remaining $150,000 of the 2022 II Swaps' aggregate notional value matures on August 1, 2027. We have designated the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps as cash flow hedges.

Our agreements with our derivative counterparties contain certain cross-default provisions that may be triggered in the event that our other indebtedness is in default, subject to certain thresholds. As of June 30, 2023, we had not posted any collateral related to these agreements and were not in breach of any of the provisions of these agreements. If we had breached these agreements, we could have been required to settle our obligations under the agreements at their termination value.

The following table sets forth our financial assets related to the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps, which are included in the line items Prepaid Expenses and Other Assets, Net or Accounts Payable, Accrued Expenses and Other Liabilities and are accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:


			Fair Value Measurements:
Description	Fair Value at June 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	17,447	—	$	17,447	—
2022 Swaps	$	21,227	—	$	21,227	—
2022 II Swaps	$	2,922	—	$	2,922	—







	Fair Value at December 31, 2022
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	17,976	—	$	17,976	—
2022 Swaps	$	19,057	—	$	19,057	—
Liabilities:
2022 II Swaps	$	(253)	—	$	(253)	—

There was no ineffectiveness recorded on the 2021 Swaps, the 2022 Swaps or the 2022 II Swaps during the six months ended June 30, 2023. See Note 7 for more information regarding our derivatives.

The estimated fair value of the 2021 Swaps, the 2022 Swaps and the 2022 II 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 2021 Swaps, the 2022 Swaps and the 2022 II Swaps fell within Level 2 of the fair value hierarchy.

11. Related Party Transactions

At June 30, 2023 and December 31, 2022, the Operating Partnership had receivable balances of $9,284 and $9,285, respectively, from a direct wholly-owned subsidiary of the Company. Additionally, see Note 5 for transactions with our joint venture.

12. 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 properties. At June 30, 2023, we had nine development projects totaling approximately 2.7 million square feet of GLA under construction. The estimated total investment as of June 30, 2023 is approximately $440,600. Of this amount, approximately $236,700 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated total investment.

13. Subsequent Events

Subsequent to June 30, 2023, we sold three industrial properties for a sale price of $3,450, excluding transaction costs.


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. Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to First Industrial Realty Trust, Inc. (the "Company") and its subsidiaries, including First Industrial, L.P. (the "Operating Partnership") and its consolidated subsidiaries.

Forward-Looking Statements

The following discussion may contain 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 for 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. Forward-looking statements are based on certain assumptions and describe our future plans, strategies and expectations, and are generally identifiable by use of the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "project," "seek," "target," "potential," "focus," "may," "will," "should" or similar words. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ.

Factors that 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;

•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) and changes in interest rates;

•the availability and attractiveness of terms of additional debt repurchases;

•our ability to retain our credit agency ratings;

•our ability to comply with applicable financial covenants;

•our competitive environment;

•changes in supply, demand and valuation of industrial properties and land in our current and potential market areas;

•our ability to identify, acquire, develop and/or manage properties on favorable terms;

•our ability to dispose of properties on favorable terms;

•our ability to manage the integration of properties we acquire;

•potential liability relating to environmental matters;

•defaults on or non-renewal of leases by our tenants;

•decreased rental rates or increased vacancy rates;

•higher-than-expected real estate construction costs and delays in development or lease-up schedules;

•the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of COVID-19;

•potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;

•technological developments, particularly those affecting supply chains and logistics;

•litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;

•risks associated with our investments in joint ventures, including our lack of sole decision-making authority; and

•other risks and uncertainties described in this report, in Item 1A, "Risk Factors" and elsewhere in our annual report on Form 10-K for the year ended December 31, 2022 as well as those risks and uncertainties discussed from time to time in our other Exchange Act reports and in our other public filings with the Securities and Exchange Commission (the "SEC").

We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this report. We assume no obligation to update or supplement forward-looking statements.

General

The Company is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). As of June 30, 2023, we owned 435 industrial properties located in 18 states, containing an aggregate of approximately 66.7 million square feet of gross leasable area ("GLA"). Of the 435 properties owned on a consolidated basis, none of them are directly owned by the Company.

We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, of which the Company is the sole general partner (the "General Partner"), with an approximate 97.5% ownership interest ("General Partner Units") at June 30, 2023. The Operating Partnership also conducts operations through several other limited partnerships (the "Other Real Estate Partnerships"), numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99% limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general partnership interest in the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. The noncontrolling interest in the Operating Partnership of approximately 2.5% at June 30, 2023 represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units").

Through a wholly-owned TRS of the Operating Partnership, we own an equity interest in a joint venture (the "Joint Venture"). We also provide various services to the Joint Venture. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Operating Partnership or the Company as presented herein.

Available Information

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our respective annual reports 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 SEC. These documents also may be accessed through the SEC's Interactive Data Electronic Application via the SEC's home page on the Internet (www.sec.gov). In addition, the Company's 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 the Company's website or upon request to the Company. 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.

Management's Overview

Business Objectives and Growth Plans

Our fundamental business objective is to maximize the total return to the Company's stockholders and the Operating Partnership's partners by increasing our cash flow and property values. Our long-term business growth plans include the following elements:

•Internal Growth. We seek to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) obtaining contractual rent escalations on our long-term leases; (iii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iv) controlling and minimizing property operating expenses, general and administrative expenses and releasing costs; and (v) renovating existing properties.

•External Growth. We seek to grow externally through (i) the development of best-in-class industrial properties and the acquisition of individual or portfolios of industrial properties which meet our investment parameters within our 15 target markets with a primary emphasis on coastal markets; (ii) the expansion of our existing properties; and (iii) securing additional joint venture investments.

•Portfolio Enhancement. We continually seek to upgrade our overall portfolio via new investments as well as through the sale of select assets that we believe do not exhibit favorable characteristics for long-term cash flow growth. We target new investments in 15 key logistic markets where developable land is more scarce and which exhibit desirable long-term growth characteristics. We seek to refine our portfolio over the coming years by focusing on bulk and regional warehouses properties and downsizing our light industrial holdings.

Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and operating capabilities.

Business Strategies

We utilize the following strategies in connection with the operation of our business:

•Organizational Strategy. We implement a decentralized property operations strategy through the deployment of experienced regional management teams and local property managers. We provide acquisition, development and financing assistance, asset management oversight and financial reporting functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the size of our portfolio enables us to realize operating efficiencies by spreading overhead among many properties and by negotiating purchasing discounts.

•Market Strategy. Our market strategy is to concentrate on 15 industrial real estate markets in the United States with a primary emphasis on coastal markets. These markets have one or more of the following characteristics: (i) favorable industrial real estate fundamentals, including improving industrial demand and constrained future supply that can lead to long-term rent growth; (ii) favorable economic and business environments that should benefit from increases in distribution activity driven by growth in global trade and local consumption; (iii) population growth as it generally drives industrial demand; (iv) natural barriers to entry and scarcity of land which are key elements in delivering future rent growth; and (v) sufficient size to provide ample opportunity for growth through incremental investments as well as offer asset liquidity.

•Leasing and Marketing Strategy. We have an operational management strategy designed to enhance tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes broadly marketing available space, seeking to renew existing leases at higher rents while minimizing re-leasing costs and seeking leases which provide for the pass-through of property-related expenses to the tenant. We also have local and national marketing programs which focus on the business and real estate brokerage communities and multi-national tenants.

•Acquisition/Development Strategy. Our investment strategy is primarily focused on developing and acquiring industrial properties in 15 key logistics markets in the United States, with an emphasis on markets with a coastal orientation, through the deployment of experienced regional management teams. When evaluating potential industrial property acquisitions and developments, we consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, functionality, condition and design of the property; (iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of the area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity; (vi) competition from existing properties and the

potential for the construction of new properties in the area; (vii) the potential for capital appreciation of the property; (viii) the ability to improve the property's performance through renovation; and (ix) the potential for expansion of the physical layout of the property and/or the number of sites.

•Disposition Strategy. We continually evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition. We look to sell properties with lower rent growth prospects and/or assets with less than optimal functionality and redeploy the capital into higher rent growth assets in key logistics markets primarily with a coastal orientation. We also seek to shrink our holdings of light industrial assets over time.

•Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans, mortgage financings and line of credit borrowings under our $750.0 million unsecured revolving credit agreement (the "Unsecured Credit Facility"), and proceeds from the issuance, when and as warranted, of additional equity securities. We also continually evaluate joint venture arrangements as another source of capital to finance acquisitions and developments.

Summary of the Six Months Ended June 30, 2023

Our operating results remained strong during the six months ended June 30, 2023. Our quarter end in-service occupancy was 97.7% and for leases that commenced during the six months ended June 30, 2023, we increased cash rental rates by 62.7% on new and renewal leasing (74.1% during the second quarter). At June 30, 2023, we had nine projects comprising 2.7 million square feet of GLA under development with an estimated investment of approximately $441 million.

During the six months ended June 30, 2023, we completed the following significant real estate activities:

•We acquired two industrial properties comprised of approximately 0.03 million square feet of GLA located in our Southern California market for an aggregate purchase price of $11.2 million, excluding transaction costs.

•We acquired approximately 192.6 acres of land for development located in our Philadelphia, South Florida and Southern California markets for an aggregate purchase price of $73.1 million, excluding transaction costs.

•We commenced speculative development of three industrial buildings comprised of 0.7 million square feet of GLA in our Philadelphia, South Florida and Southern California markets.

•We sold one industrial property comprising approximately 0.2 million square feet of GLA and one land parcel for gross proceeds of $16.7 million.

•Our Joint Venture sold approximately 31 acres of land located in Phoenix for gross proceeds of $50 million. Our pro-rata share of the gain was $17.3 million and we recognized an incentive fee of $7.1 million. These amounts exclude our partner's 6% share in the Joint Venture that we consolidate and report in our financial statements as Noncontrolling Interest.

Our significant financing activities during the six months ended June 30, 2023 were:

•We declared first and second quarter cash dividends of $0.32 per common share or Unit per quarter, an increase of 8.5% from the 2022 quarterly rate.

•On May 31, 2023, the Company amended its Unsecured Credit Facility agreement and its $200.0 million term loan agreement (the "2021 Unsecured Term Loan") to replace LIBOR with SOFR as the benchmark interest rate. Commencing July 3, 2023, borrowings under the Unsecured Credit Facility will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment, plus a credit spread, which is currently 77.5 basis points. Commencing August 1, 2023 borrowings under the 2021 Unsecured Term Loan will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment, plus a credit spread, which is currently 85 basis points. The credit spreads for each debt instrument are subject to adjustment based on our leverage and investment grade rating.

•At June 30, 2023, we had $489.1 million available for additional borrowings under our Unsecured Credit Facility and cash and cash equivalents of $66.5 million, after excluding our Joint Venture partner's 6% share of cash and cash equivalents that we consolidate and report in our financial statements.

Results of Operations

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the three and six months ended June 30, 2023 and 2022. Same store properties are properties owned prior to January 1, 2022 and held as an in-service property through June 30, 2023 and developments and redevelopments that were placed in service prior to January 1, 2022. Properties that are at least 75% occupied at acquisition are placed in service, unless we anticipate tenant move-outs within two years of ownership would drop occupancy below 75%. Properties that are less than 75% occupied at the date of acquisition are placed in service as they reach the earlier of 90% occupancy or one year subsequent to acquisition. Developments, redevelopments and acquired income-producing land parcels for which our ultimate intent is to redevelop or develop on the land parcel are placed in service as they reach the earlier of 90% occupancy or one year subsequent to development/redevelopment construction completion. Acquired properties with occupancy greater than 75% at acquisition, but with tenants that we anticipate will move out within two years of ownership, will be placed in service upon the earlier of reaching 90% occupancy or twelve months after move out. 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, 2021 and held as an operating property through June 30, 2023. Sold properties are properties that were sold subsequent to December 31, 2021. Developments and redevelopments (collectively referred to as "(Re)Developments") include (re)developments that were not: a) substantially complete 12 months prior to January 1, 2022; or b) stabilized prior to January 1, 2022. Other revenues are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company, interest income, joint venture fees and other miscellaneous revenues. Other property expenses are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company, vacant land expenses and other miscellaneous regional expenses.

Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition, (re)development and sale of properties. Our future revenues and expenses may vary materially from historical rates.

Comparison of Six Months Ended June 30, 2023 to Six Months Ended June 30, 2022

Our net income was $117.0 million and $170.8 million for the six months ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023 and 2022, the average daily occupancy rate of our same store properties was 98.0% and 97.8%, respectively.


	Six Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
REVENUES
Same Store Properties	$	259,762	$	238,926	$	20,836	8.7	%
Acquired Properties	5,213		988		4,225		427.6	%
Sold Properties	433		7,482		(7,049)		(94.2)	%
(Re)Developments	25,696		3,929		21,767		554.0	%
Other	10,542		4,237		6,305		148.8	%


Total Revenues	$	301,646	$	255,562	$	46,084	18.0	%

Revenues from same store properties increased $20.8 million primarily due to increases in rental rates and occupancy as well as an increase in tenant recoveries. Revenues from acquired properties increased $4.2 million due to the 13 industrial properties acquired subsequent to December 31, 2021 totaling approximately 0.5 million square feet of GLA. Revenues from sold properties decreased $7.0 million due to the 10 industrial properties sold subsequent to December 31, 2021 totaling approximately 2.4 million square feet of GLA. Revenues from (re)developments increased $21.8 million due to an increase in occupancy and tenant recoveries. Revenues from other increased $6.3 million primarily due to joint venture fees, legal settlement proceeds, and interest income earned on cash balances as well as revenues from income-producing land parcels for which our ultimate intent is to redevelop or develop in the future.


	Six Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	63,343	$	59,479	$	3,864	6.5	%
Acquired Properties	1,217		218		999		458.3	%
Sold Properties	145		1,771		(1,626)		(91.8)	%
(Re)Developments	7,571		920		6,651		722.9	%
Other	9,663		7,887		1,776		22.5	%


Total Property Expenses	$	81,939	$	70,275	$	11,664	16.6	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $3.9 million primarily due to an increase in real estate tax expense and insurance expense. Property expenses from acquired properties increased $1.0 million due to properties acquired subsequent to December 31, 2021. Property expenses from sold properties decreased $1.6 million due to properties sold subsequent to December 31, 2021. Property expenses from (re)developments increased $6.7 million primarily due to the substantial completion of developments. Property expenses from other increased $1.8 million due to an increase in real estate tax expense related to land parcels purchased in 2021 and 2022 and an increase in certain miscellaneous expenses.

General and administrative expense increased by $1.9 million, or 11.1%, due to an increase in compensation and other professional costs.

Joint Venture development services expense of $2.1 million for the six months ended June 30, 2023 relates to expenses paid to a third party to assist with the development of properties in the Joint Venture.


	Six Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	65,046	$	64,159	$	887	1.4	%
Acquired Properties	2,249		467		1,782		381.6	%
Sold Properties	82		2,181		(2,099)		(96.2)	%
(Re)Developments	10,547		2,152		8,395		390.1	%
Corporate Furniture, Fixtures and Equipment and Other	2,438		1,421		1,017		71.6	%
Total Depreciation and Other Amortization	$	80,362	$	70,380	$	9,982	14.2	%

Depreciation and other amortization from same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.8 million due to properties acquired subsequent to December 31, 2021. Depreciation and other amortization from sold properties decreased $2.1 million due to properties sold subsequent to December 31, 2021. Depreciation and other amortization from (re)developments increased $8.4 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $1.0 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2021 and therefore are not yet included in the same store pool.

For the six months ended June 30, 2023, we recognized $13.1 million of gain on sale of real estate related to the sale of one industrial property comprised of approximately 0.2 million square feet of GLA and one land parcel. For the six months ended June 30, 2022, we recognized $0.3 million of gain on sale of real estate related to the sale of one land parcel.

Interest expense increased by $14.0 million, or 70.0%, due to an increase in the weighted average interest rate for the six months ended June 30, 2023 (3.99%) as compared to the six months ended June 30, 2022 (3.20%), an increase in the weighted average debt balance outstanding for the six months ended June 30, 2023 ($2,115.8 million) as compared to the six months ended June 30, 2022 ($1,791.2 million), and a decrease in capitalized interest of $0.6 million during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

Amortization of debt issuance costs increased $0.3 million, or 21.7%, due to debt issuance costs incurred in 2022 related to the issuance of the $300.0 million term loan, offset by a decrease in amortization expense related to issuance costs on mortgages paid off in 2022.

Equity in income of joint venture decreased $89.1 million, or 75.4%, due to a decrease in our pro-rata share of gain from the sale of real estate and an incentive fee, partially offset by an increase in rental and interest income we earned from the Joint Venture. These amounts include our partner's 6% interest in the Joint Venture that we consolidate and report within our financial statements.

Income tax expense decreased $16.5 million, or 68.4%, primarily due to a decrease in taxable gains and an incentive fee, partially offset by an increase in rental and interest income recognized by one of our TRSs from its share of equity in income from the Joint Venture.

Comparison of Three Months Ended June 30, 2023 to Three Months Ended June 30, 2022

Our net income was $56.2 million and $133.7 million for the three months ended June 30, 2023 and 2022, respectively.

For the three months ended June 30, 2023 and 2022, the average daily occupancy rate of our same store properties was 97.6% and 97.9%, respectively.


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
REVENUES
Same Store Properties	$	131,436	$	119,400	$	12,036	10.1	%
Acquired Properties	2,717		854		1,863		218.1	%
Sold Properties	145		3,807		(3,662)		(96.2)	%
(Re)Developments	12,432		3,194		9,238		289.2	%
Other	5,493		2,794		2,699		96.6	%


Total Revenues	$	152,223	$	130,049	$	22,174	17.1	%

Revenues from same store properties increased $12.0 million primarily due to increases in rental rates and tenant recoveries. Revenues from acquired properties increased $1.9 million due to the 13 industrial properties acquired subsequent to December 31, 2021 totaling approximately 0.5 million square feet of GLA. Revenues from sold properties decreased $3.7 million due to the 10 industrial properties sold subsequent to December 31, 2021 totaling approximately 2.4 million square feet of GLA. Revenues from (re)developments increased $9.2 million due to an increase in occupancy and tenant recoveries. Revenues from other increased $2.7 million primarily due to joint venture fees, interest income earned on cash balances as well as revenues from income-producing land parcels for which our ultimate intent is to redevelop or develop in the future.


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	31,506	$	29,366	$	2,140	7.3	%
Acquired Properties	643		186		457		245.7	%
Sold Properties	81		892		(811)		(90.9)	%
(Re)Developments	3,882		626		3,256		520.1	%
Other	3,645		3,790		(145)		(3.8)	%


Total Property Expenses	$	39,757	$	34,860	$	4,897	14.0	%

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 $2.1 million primarily due to an increase in insurance, real estate tax expense and repairs and maintenance. Property expenses from acquired properties increased $0.5 million due to properties acquired subsequent to December 31, 2021. Property expenses from sold properties decreased $0.8 million due to properties sold subsequent to December 31, 2021. Property expenses from (re)developments increased $3.3 million primarily due to the substantial completion of developments. Property expenses from other remained relatively unchanged.

General and administrative expense increased by $1.3 million, or 15.4%, due to an increase in compensation and other professional costs.

Joint Venture development services expense of $1.3 million for the three months ended June 30, 2023 relates to expenses paid to a third party to assist with the development of properties in the Joint Venture.


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
	($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	32,982	$	31,939	$	1,043	3.3	%
Acquired Properties	1,151		467		684		146.5	%
Sold Properties	21		1,506		(1,485)		(98.6)	%
(Re)Developments	5,372		1,750		3,622		207.0	%
Corporate Furniture, Fixtures and Equipment and Other	1,064		808		256		31.7	%
Total Depreciation and Other Amortization	$	40,590	$	36,470	$	4,120	11.3	%

Depreciation and other amortization from same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $0.7 million due to properties acquired subsequent to December 31, 2021. Depreciation and other amortization from sold properties decreased $1.5 million due to properties sold subsequent to December 31, 2021. Depreciation and other amortization from (re)developments increased $3.6 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $0.3 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2021 and therefore are not yet included in the same store pool.

For the three months ended June 30, 2023, we recognized $13.1 million of gain on sale of real estate related to the sale of one industrial property comprised of approximately 0.2 million square feet of GLA and one land parcel. For the three months ended June 30, 2022, we recognized $0.3 million of gain on sale of real estate related to the sale of one land parcel.

Interest expense increased by $7.5 million, or 72.5%, due to an increase in the weighted average interest rate for the three months ended June 30, 2023 (4.03%) as compared to the three months ended June 30, 2022 (3.13%), an increase in the weighted average debt balance outstanding for the three months ended June 30, 2023 ($2,161.7 million) as compared to the three months ended June 30, 2022 ($1,891.0 million), and a decrease in capitalized interest of $0.5 million during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.

Amortization of debt issuance costs increased $0.2 million, or 24.0%, primarily due to debt issuance costs incurred in 2022 related to the issuance of the $300.0 million term loan.

Equity in income of joint venture decreased $116.8 million, or 98.8%, due to a decrease in our pro-rata share of gain from the sale of real estate and an incentive fee, partially offset by an increase in rental and interest income we earned from the Joint Venture. These amounts include our partner's 6% interest in the Joint Venture that we consolidate and report within our financial statements.

Income tax provision decreased $23.7 million, or 98.1% primarily due to a decrease in taxable gains and an incentive fee partially offset by an increase in rental and interest income recognized by one of our TRSs from its share of equity in income from the Joint Venture.

Leasing Activity

The following table provides a summary of our commenced leases for the three and six months ended June 30, 2023. The table does not include month-to-month leases or leases with terms less than twelve months.


Three Months Ended	Number of Leases Commenced	Square Feet Commenced (in 000's)	Net Rent Per Square Foot (A)		Straight Line Basis Rent Growth (B)		Weighted Average Lease Term (C)	Lease Costs Per Square Foot (D)		Weighted Average Tenant Retention (E)
New Leases	10	248	$	18.24	163.3	%	4.9	$	8.35	N/A
Renewal Leases	30	926	$	10.91	77.1	%	4.0	$	1.93	60.4	%
Development / Acquisition Leases	3	482	$	13.95	N/A		9.7	N/A		N/A
Total / Weighted Average	43	1,656	$	12.89	97.1	%	5.8	$	3.28	60.4	%

Six Months Ended
New Leases	34	1,442	$	13.59	129.6	%	5.4	$	6.84	N/A
Renewal Leases	65	3,367	$	9.07	69.2	%	5.1	$	2.28	62.1	%
Development / Acquisition Leases	9	801	$	13.14	N/A		8.5	N/A		N/A
Total / Weighted Average	108	5,610	$	10.81	88.6	%	5.7	$	3.65	62.1	%

_______________

(A) Net rent is the average base rent calculated in accordance with GAAP, over the term of the lease.

(B) Straight line basis rent growth is a ratio of the change in net rent (including straight line rent adjustments) on a new or renewal lease compared to the net rent (including straight line rent adjustments) of the comparable lease. New leases where there were no prior comparable leases are excluded.

(D) Lease 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. Lease costs per square foot represent the total turnover costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.

(E) Represents the weighted average square feet of tenants renewing their respective leases.

The following table provides a summary of our leases that commenced during the three and six months ended June 30, 2023, which included rent concessions during the lease term.


Three Months Ended	Number of Leases With Rent Concessions	Square Feet (in 000's)	Rent Concessions ($)
New Leases	7	223	$	670
Renewal Leases	4	147	73
Development / Acquisition Leases	3	482	2,513
Total	14	852	$	3,256

Six Months Ended
New Leases	25	1,049	$	2,386
Renewal Leases	9	775	1,190
Development / Acquisition Leases	9	801	3,063
Total	43	2,625	$	6,639

Liquidity and Capital Resources

At June 30, 2023, our cash and cash equivalents was approximately $66.5 million, after excluding our Joint Venture partner's share of cash and cash equivalents that we consolidate and report in our financial statements. We also had $489.1 million available for additional borrowings under our Unsecured Credit Facility as of June 30, 2023.

We have considered our short-term (through June 30, 2024) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. 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 the Company's REIT qualification under the Code and distributions approved by the Company's 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 other debt or equity securities, subject to market conditions, or borrowings under our Unsecured Credit Facility.

We expect to meet long-term (after June 30, 2024) 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.

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, 2023, and we anticipate that we will be able to operate in compliance with our financial covenants for the next twelve months.

As of July 21, 2023, we had approximately $449.1 million available for additional borrowings under our Unsecured Credit Facility.

Our senior unsecured notes have been assigned credit ratings from Standard & Poor's, Moody's and Fitch Ratings of BBB/Stable, Baa2/Stable and BBB/Stable, 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.

Cash Flow Activity

The following table summarizes our cash flow activity for the Company for the six months ended June 30, 2023 and 2022:


	2023		2022
	(In thousands)
Net cash provided by operating activities	$	156,109	$	258,889
Net cash used in investing activities	(251,105)		(407,915)
Net cash provided by financing activities	17,976		225,479

The following table summarizes our cash flow activity for the Operating Partnership for the six months ended June 30, 2023 and 2022:


	2023		2022
	(In thousands)
Net cash provided by operating activities	$	156,112	$	258,950
Net cash used in investing activities	(251,105)		(407,915)
Net cash provided by financing activities	17,973		225,418

Changes in cash flow for the six months ended June 30, 2023, compared to the prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities decreased $102.8 million, primarily due to the following:

•decrease in distributions from our Joint Venture of $112.3 million in 2023 as compared to 2022;

•increase of $14.0 million in interest expense; and

•decrease in accounts payable, accrued expenses, other liabilities, rents received in advance and security deposits due to timing of cash payments; offset by:

◦increase in NOI from same store properties, acquired properties and recently developed properties of $35.3 million offset by a decrease in NOI due to the disposition of real estate of $5.4 million; and

◦decrease of $16.5 million in income tax provision.

Investing Activities: Cash used in investing activities decreased $156.8 million, primarily due to the following:

•decrease of $171.8 million related to the acquisition and development of real estate as well as payments for improvements and leasing commissions primarily related to fewer acquisitions of real estate in 2023 as compared to 2022; and

•increase of $15.0 million in net proceeds received from the disposition of real estate in 2023 as compared to 2022; offset by:

◦decrease of $33.7 million in net distributions from and contributions to our Joint Venture in 2023 as compared to 2022.

Financing Activities: Cash provided by financing activities decreased $207.5 million (decreased $207.4 million for the Operating Partnership), primarily due to the following:

•decrease of $165.0 million in proceeds from refinancing the $260.0 million unsecured term loan with a $425.0 million unsecured term loan in 2022;

•decrease in net borrowings under our Unsecured Credit Facility of $88.0 million in 2023 as compared to 2022;

•decrease of $12.8 million related to net proceeds from the issuance of 218,230 shares of the Company's common stock under our ATM in 2022;

•increase in distributions to noncontrolling interests of $7.0 million in 2023 as compared to 2022; and

•increase in dividend and unit distributions of $7.0 million due to the Company increasing the dividend rate in 2023 as well as an increase in common shares and units outstanding; offset by:

◦decrease in repayments of mortgage loans payable of $69.2 million in 2023 as compared to 2022.

Market Risk

The following discussion about our risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Our business subjects us to market risk from interest rates, as described below.

Interest Rate Risk

The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments that are held by us at June 30, 2023 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis.

At June 30, 2023, $1,933.7 million, or 88.2% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $258.0 million or 11.8% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, 2022, $1,933.8 million or 93.1% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $143.0 million or 6.9% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At June 30, 2023 and December 31, 2022, the fixed rate debt amounts include variable rate debt that has been effectively swapped to a fixed rate through the use of derivative instruments with an aggregate notional amount outstanding of $925.0 million that mitigate our exposure to our Unsecured Term Loans' variable interest rates, which are currently based on SOFR or LIBOR. The use of derivative financial instruments allows us to manage the risks increases in interest rates would have on our earnings and cash flows. Currently, we do not enter into financial instruments for trading or other speculative purposes.

On May 31, 2023, the Company amended its Unsecured Credit Facility agreement and 2021 Unsecured Term Loan to replace LIBOR with SOFR as the benchmark interest rate. Commencing July 3, 2023, borrowings under the Unsecured Credit Facility will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment plus a credit spread which is currently 77.5 basis points. Commencing August 1, 2023 borrowings under the 2021 Unsecured Term Loan will bear interest at adjusted daily simple SOFR, plus a 10 basis point adjustment plus a credit spread which is currently 85 basis points. The three interest rates swaps with an aggregate notional value of $200.0 million that fix one-month LIBOR and hedge the variable interest on the 2021 Unsecured Term Loan will convert to fixing daily compounding SOFR commencing August 1, 2023.

For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 4 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

Our variable rate debt is subject to risk based upon prevailing market interest rates. If the SOFR rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the six months ended June 30, 2023 would have increased by approximately $0.5 million based on our average outstanding floating-rate debt during the six months ended June 30, 2023. Additionally, if weighted average interest rates on our weighted average fixed rate debt during the six months ended June 30, 2023 were to have increased by 10% due to refinancing, interest expense would have increased by approximately $3.7 million during the six months ended June 30, 2023.

As of June 30, 2023, the estimated fair value of our debt was approximately $2,066.2 million based on our estimate of the then-current market interest rates.

Supplemental Earnings Measure

Investors in and industry analysts following the real estate industry utilize funds from operations ("FFO") and net operating income ("NOI") as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as FFO and NOI, among others. We provide information related to FFO and same store NOI ("SS NOI") both because such industry analysts are interested in such information, and because our management believes FFO and SS NOI are important performance measures. FFO and SS NOI are factors used by management in measuring our performance, including for purposes of determining the compensation of our executive officers under our 2023 incentive compensation plan.

Neither FFO nor SS NOI should be considered as a substitute for net income, or any other measures derived in accordance with GAAP. Neither FFO nor SS NOI represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.

Funds From Operations

The National Association of Real Estate Investment Trusts ("NAREIT") has recognized and defined for the real estate industry a supplemental measure of REIT operating performance, FFO, that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure. FFO is calculated by us in accordance with the definition adopted by the Board of Governors of NAREIT and may not be comparable to other similarly titled measures of other companies. In accordance with the NAREIT definition of FFO, we calculate FFO to be equal to net income available to First Industrial Realty Trust, Inc.'s common stockholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain or plus loss on sale of real estate, net of any income tax provision or benefit associated with the sale of real estate. We also exclude the same adjustments from our share of net income from an unconsolidated joint venture.

Management believes that the use of FFO available to common stockholders and participating securities, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of real estate assets, impairment of real estate assets and real estate asset depreciation and amortization, investors and analysts are able to identify the operating results of the long-term assets that form the core of a REIT's activity and use these operating results for assistance in comparing these operating results between periods or to those of different companies.

The following table shows a reconciliation of net income available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	54,636	$	116,991	$	110,603	$	153,249
Adjustments:
Depreciation and Other Amortization of Real Estate	40,376		36,244		79,903		69,924

Gain on Sale of Real Estate	(13,053)		(297)		(13,053)		(297)
Gain on Sale of Real Estate (Including Incentive Fees) from the Joint Venture	(30)		(118,244)		(27,662)		(118,244)

Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including the Joint Venture	—		24,243		6,997		24,243
Noncontrolling Interest Share of Adjustments	(685)		15,240		2,072		14,448
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	81,244	$	74,177	$	158,860	$	143,323

Same Store Net Operating Income

SS NOI is a non-GAAP financial measure that provides a measure of rental operations and, as calculated by us, that does not factor in depreciation and amortization, general and administrative expense, interest expense, income tax benefit and expense, equity in income or loss from joint venture, joint venture fees and joint venture development services expense. We define SS NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, minus the NOI of properties that are not same store properties and minus the impact of straight-line rent, above and below market rent amortization and lease termination fees. We exclude straight-line rent and above (below) market rent in calculating SS NOI because we believe it provides a better measure of actual cash basis rental growth for a year-over-year comparison. As so defined, SS NOI may not be comparable to same store net operating income or similar measures reported by other REITs that define same store properties or NOI differently. The major factors influencing SS NOI are occupancy levels, rental rate increases or decreases and tenant recoveries increases or decreases. Our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants.

The following table shows a reconciliation of the same store revenues and property expenses disclosed in the results of operations (and reconciled to revenues and expenses reflected on the statements of operations) to SS NOI for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		% Change	2023		2022		% Change
	(In thousands)					(In thousands)
Same Store Revenues	$	131,436	$	119,400		$	259,762	$	238,926
Same Store Property Expenses	(31,506)		(29,366)			(63,343)		(59,479)
Same Store Net Operating Income Before Same Store Adjustments	$	99,930	$	90,034	11.0%	$	196,419	$	179,447	9.5%
Same Store Adjustments:

Straight-line Rent	(2,795)		(2,450)			(6,048)		(5,503)
Above / Below Market Rent Amortization	(183)		(258)			(415)		(517)
Lease Termination Fees	(212)		(25)			(234)		(25)

Same Store Net Operating Income	$	96,740	$	87,301	10.8%	$	189,722	$	173,402	9.4%

Subsequent Events

Subsequent to June 30, 2023, we sold three industrial properties for a sale price of $3.5 million, excluding transaction costs.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" above.


Item 4.			Controls and Procedures

First Industrial Realty Trust, Inc.

The Company's management, including its principal executive officer and principal financial officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), the Company's principal executive officer and principal financial officer have concluded that as of the end of such period the Company's disclosure controls and procedures were effective.

There has been no change in the Company's internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

First Industrial, L.P.

The Company's management, including its principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, have conducted an evaluation of the effectiveness of the Operating Partnership's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), the Company's principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, have concluded that as of the end of such period the Operating Partnership's disclosure controls and procedures were effective.

There has been no change in the Operating Partnership's internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

PART II: OTHER INFORMATION


Item 1.			Legal Proceedings

None.


Item 1A.			Risk Factors

There have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2022, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors. For a full description of these risk factors, please refer to "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2022.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

None.


Item 5.			Other Information

During the three months ended June 30, 2023, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).


Item 6.			Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

EXHIBIT INDEX


Exhibits						Description

10.1						First Amendment, dated May 31, 2023, to Fourth Amended and Restated Unsecured Revolving Credit Facility Agreement, dated as of July 7, 2021, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, National Association and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company and the Operating Partnership, filed June 2, 2023, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

10.2						First Amendment, dated May 31, 2023, to Amended and Restated Unsecured Term Loan Agreement, dated as of July 7, 2021, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, National Association, PNC Bank, National Association, and the other lenders thereunder (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company and the Operating Partnership, filed June 2, 2023, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

10.3						First Amendment, dated May 31, 2023, to Amended and Restated Unsecured Term Loan Agreement, dated as of April 18, 2022, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, National Association, PNC Bank, National Association, Fifth Third Bank, National Association, Regions Bank, U.S. Bank National Association and the other lenders thereunder (incorporated by reference to Exhibit 10.3 of the Form 8-K of the Company and the Operating Partnership, filed June 2, 2023, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

31.1*						Certification of Principal Executive Officer of First Industrial Realty Trust, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2*						Certification of Principal Financial Officer of First Industrial Realty Trust, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.3*						Certification of Principal Executive Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.4*						Certification of Principal Financial Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1**						Certification of the Principal Executive Officer and Principal Financial Officer of First Industrial Realty Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of the Principal Executive Officer and Principal Financial Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., 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 and First Industrial L.P.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, 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 Equity / Consolidated Statement of Changes in Partners' Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________


*			Filed herewith.


**			Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			FIRST INDUSTRIAL REALTY TRUST, INC.

			By:			/S/ SCOTT A. MUSIL
						Scott A. Musil Chief Financial Officer (Principal Financial Officer)

			By:			/S/ SARA E. NIEMIEC
						Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer)

Date: July 21, 2023


			FIRST INDUSTRIAL, L.P.

			By:			FIRST INDUSTRIAL REALTY TRUST, INC.
						as general partner

			By:			/S/ SCOTT A. MUSIL
						Scott A. Musil Chief Financial Officer (Principal Financial Officer)

			By:			/S/ SARA E. NIEMIEC
						Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer)

Date: July 21, 2023