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 ~~September~~June 30, ~~2021~~2022


☐			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.)

1 N. 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 ~~October~~July 22, ~~2021, 130,289,617~~2022, 132,071,473 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 ~~September~~June 30, ~~2021~~2022 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 ~~September~~June 30, ~~2021,~~2022, the Company owned an approximate ~~97.8%~~97.7% common general partnership interest in the Operating Partnership. The remaining approximate ~~2.2%~~2.3% common limited partnership interests in the Operating Partnership are owned by limited partners. 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 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 ~~2.2%~~2.3% 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 ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

INDEX


		Page
PART I: FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	First Industrial Realty Trust, Inc.
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	3
	Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	54
	Consolidated Statements of Changes in Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	65
	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	86
	First Industrial, L.P.
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	108
	Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	119
	Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	1210
	Consolidated Statements of Changes in Partners' Capital for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	1311
	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	1512
	First Industrial Realty Trust, Inc. and First Industrial, L.P.
	Notes to the Consolidated Financial Statements	14
	1. Organization	14
	2. Summary of Significant Accounting Policies	15
	3. Investment in Real Estate	16
	4. Indebtedness	17
	5. Variable Interest Entities	19
	6. Equity of the Company and Partners' Capital of the Operating Partnership	20
	7. Accumulated Other Comprehensive Income	21
	8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")	22
	9. Long-Term Compensation	23
	10. Derivative Instruments	24
	11. Related Party Transactions	25
	12. Commitments and Contingencies	25
	13. Subsequent Events	25
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3026
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4642
Item 4.	Controls and Procedures	4642
PART II: OTHER INFORMATION		4743
Item 1.	Legal Proceedings	4743
Item 1A.	Risk Factors	4743
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4743
Item 3.	Defaults Upon Senior Securities	4743
Item 4.	Mine Safety Disclosures	4743
Item 5.	Other Information	4743
Item 6.	Exhibits	4743
EXHIBIT INDEX		4844
SIGNATURES		4945

PART I: FINANCIAL INFORMATION


Item 1.			Financial Statements

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Assets:	Assets:					Assets:
Investment in Real Estate:	Investment in Real Estate:					Investment in Real Estate:
Land	Land	$	1,267,769	$	1,087,907	Land	$	1,542,565	$	1,387,198
Buildings and Improvements	Buildings and Improvements	3,000,539		2,922,152		Buildings and Improvements	3,221,939		3,020,221
Construction in Progress	Construction in Progress	181,607		77,574		Construction in Progress	316,398		239,025
Less: Accumulated Depreciation	Less: Accumulated Depreciation	(874,427)		(832,393)		Less: Accumulated Depreciation	(907,967)		(868,296)
Net Investment in Real Estate	Net Investment in Real Estate	3,575,488		3,255,240		Net Investment in Real Estate	4,172,935		3,778,148
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $3,791 and $7,054		1,214		15,663
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $7,165 and $0						Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $7,165 and $0	297		—
Operating Lease Right-of-Use Assets	Operating Lease Right-of-Use Assets	24,764		25,205		Operating Lease Right-of-Use Assets	24,594		24,927
Cash and Cash Equivalents	Cash and Cash Equivalents	52,268		162,090		Cash and Cash Equivalents	135,233		58,591
Restricted Cash	Restricted Cash	8,752		37,568		Restricted Cash	—		189
Tenant Accounts Receivable	Tenant Accounts Receivable	4,143		5,714		Tenant Accounts Receivable	5,267		5,104
Investment in Joint Ventures		35,857		45,697
Investment in Joint Venture						Investment in Joint Venture	8,415		36,049
Deferred Rent Receivable	Deferred Rent Receivable	97,088		84,567		Deferred Rent Receivable	108,096		98,727
Deferred Leasing Intangibles, Net	Deferred Leasing Intangibles, Net	22,229		25,211		Deferred Leasing Intangibles, Net	24,080		21,316
Prepaid Expenses and Other Assets, Net	Prepaid Expenses and Other Assets, Net	153,641		134,983		Prepaid Expenses and Other Assets, Net	184,201		156,047
Total Assets	Total Assets	$	3,975,444	$	3,791,938	Total Assets	$	4,663,118	$	4,179,098
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Indebtedness:	Indebtedness:					Indebtedness:
Mortgage Loans Payable, Net	Mortgage Loans Payable, Net	$	82,991	$	143,879	Mortgage Loans Payable, Net	$	10,454	$	79,674
Senior Unsecured Notes, Net	Senior Unsecured Notes, Net	992,841		992,300		Senior Unsecured Notes, Net	993,382		993,021
Unsecured Term Loans, Net	Unsecured Term Loans, Net	458,104		458,462		Unsecured Term Loans, Net	620,952		458,325
Unsecured Credit Facility	Unsecured Credit Facility	74,000		—		Unsecured Credit Facility	282,000		79,000
Accounts Payable, Accrued Expenses and Other Liabilities	Accounts Payable, Accrued Expenses and Other Liabilities	146,778		120,292		Accounts Payable, Accrued Expenses and Other Liabilities	210,007		153,096
Operating Lease Liabilities	Operating Lease Liabilities	22,426		22,826		Operating Lease Liabilities	22,275		22,592
Deferred Leasing Intangibles, Net	Deferred Leasing Intangibles, Net	9,684		11,064		Deferred Leasing Intangibles, Net	12,436		9,252
Rents Received in Advance and Security Deposits	Rents Received in Advance and Security Deposits	78,337		62,092		Rents Received in Advance and Security Deposits	99,694		98,588
Dividends and Distributions Payable	Dividends and Distributions Payable	36,701		33,703		Dividends and Distributions Payable	40,359		37,178
Total Liabilities	Total Liabilities	1,901,862		1,844,618		Total Liabilities	2,291,559		1,930,726
Commitments and Contingencies	Commitments and Contingencies	—		—		Commitments and Contingencies	—		—
Equity:	Equity:					Equity:
First Industrial Realty Trust Inc.'s Equity:	First Industrial Realty Trust Inc.'s Equity:					First Industrial Realty Trust Inc.'s Equity:
Common Stock ($0.01 par value, 225,000,000 shares authorized and 130,289,617 and 129,051,412 shares issued and outstanding)		1,303		1,290
Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,071,473 and 131,747,725 shares issued and outstanding)						Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,071,473 and 131,747,725 shares issued and outstanding)	1,321		1,317
Additional Paid-in Capital	Additional Paid-in Capital	2,287,232		2,224,691		Additional Paid-in Capital	2,393,462		2,376,026
Distributions in Excess of Accumulated Earnings	Distributions in Excess of Accumulated Earnings	(257,092)		(306,294)		Distributions in Excess of Accumulated Earnings	(104,544)		(178,293)
Accumulated Other Comprehensive Loss		(8,386)		(16,953)
Accumulated Other Comprehensive Income (Loss)						Accumulated Other Comprehensive Income (Loss)	12,371		(4,238)
Total First Industrial Realty Trust, Inc.'s Equity	Total First Industrial Realty Trust, Inc.'s Equity	2,023,057		1,902,734		Total First Industrial Realty Trust, Inc.'s Equity	2,302,610		2,194,812
Noncontrolling Interests	Noncontrolling Interests	50,525		44,586		Noncontrolling Interests	68,949		53,560
Total Equity	Total Equity	2,073,582		1,947,320		Total Equity	2,371,559		2,248,372
Total Liabilities and Equity	Total Liabilities and Equity	$	3,975,444	$	3,791,938	Total Liabilities and Equity	$	4,663,118	$	4,179,098

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 September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Revenues:	Revenues:									Revenues:
Lease Revenue	Lease Revenue	$	120,323	$	109,657	$	352,754	$	326,681	Lease Revenue	$	128,957	$	116,764	$	253,869	$	232,431
Other Revenue	Other Revenue	759		6,537		1,985		9,058		Other Revenue	1,092		634		1,693		1,226
Total Revenues	Total Revenues	121,082		116,194		354,739		335,739		Total Revenues	130,049		117,398		255,562		233,657
Expenses:	Expenses:									Expenses:
Property Expenses	Property Expenses	33,396		30,355		98,386		87,487		Property Expenses	34,860		31,748		70,275		64,990
General and Administrative	General and Administrative	8,598		7,485		25,631		24,970		General and Administrative	8,249		8,469		16,990		17,033

Depreciation and Other Amortization	Depreciation and Other Amortization	33,143		34,369		97,564		97,532		Depreciation and Other Amortization	36,470		32,446		70,380		64,421
Total Expenses	Total Expenses	75,137		72,209		221,581		209,989		Total Expenses	79,579		72,663		157,645		146,444
Other Income (Expense):	Other Income (Expense):									Other Income (Expense):
Gain on Sale of Real Estate	Gain on Sale of Real Estate	8,879		6,525		66,378		29,594		Gain on Sale of Real Estate	297		22,854		297		57,499
Interest Expense	Interest Expense	(9,849)		(12,775)		(34,374)		(37,864)		Interest Expense	(10,374)		(11,852)		(20,010)		(24,525)
Amortization of Debt Issuance Costs	Amortization of Debt Issuance Costs	(782)		(905)		(2,666)		(2,477)		Amortization of Debt Issuance Costs	(730)		(935)		(1,486)		(1,884)

Total Other Income (Expense)	Total Other Income (Expense)	(1,752)		(7,155)		29,338		(10,747)		Total Other Income (Expense)	(10,807)		10,067		(21,199)		31,090
Income from Operations Before Equity in Loss of Joint Ventures and Income Tax (Provision) Benefit		44,193		36,830		162,496		115,003
Equity in Loss of Joint Ventures		(15)		(162)		(154)		(236)
Income Tax (Provision) Benefit		(759)		39		(2,179)		(105)
Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision										Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision	39,663		54,802		76,718		118,303
Equity in Income (Loss) of Joint Ventures										Equity in Income (Loss) of Joint Ventures	118,211		(66)		118,189		(139)
Income Tax Provision										Income Tax Provision	(24,198)		(1,575)		(24,108)		(1,420)
Net Income	Net Income	43,419		36,707		160,163		114,662		Net Income	133,676		53,161		170,799		116,744
Less: Net Income Attributable to the Noncontrolling Interests	Less: Net Income Attributable to the Noncontrolling Interests	(973)		(748)		(3,583)		(2,400)		Less: Net Income Attributable to the Noncontrolling Interests	(16,685)		(1,225)		(17,550)		(2,610)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	42,446	$	35,959	$	156,580	$	112,262	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	116,991	$	51,936	$	153,249	$	114,134
Basic and Diluted Earnings Per Share:
Basic Earnings Per Share:										Basic Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.33	$	0.28	$	1.21	$	0.88	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.89	$	0.40	$	1.16	$	0.88

Diluted Earnings Per Share:										Diluted Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders										Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.88	$	0.40	$	1.16	$	0.88

Weighted Average Shares Outstanding - Basic	Weighted Average Shares Outstanding - Basic	129,633		127,903		129,275		127,306		Weighted Average Shares Outstanding - Basic	132,051		129,098		131,932		129,093
Weighted Average Shares Outstanding - Diluted	Weighted Average Shares Outstanding - Diluted	129,722		128,101		129,362		127,495		Weighted Average Shares Outstanding - Diluted	132,106		129,187		131,997		129,179

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, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Net Income	$	133,676	$	53,161	$	170,799	$	116,744


Mark-to-Market Gain on Derivative Instruments	5,696		189		16,791		6,842
Amortization of Derivative Instruments	103		103		205		205
Comprehensive Income	139,475		53,453		187,795		123,791
Comprehensive Income Attributable to Noncontrolling Interests	(16,819)		(1,235)		(17,946)		(2,768)
Comprehensive Income Attributable to First Industrial Realty Trust, Inc.	$	122,656	$	52,218	$	169,849	$	121,023

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~CHANGES IN EQUITY

(Unaudited; in ~~thousands)~~thousands, except per share data)

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Net Income $ 43,419 $ 36,707 $ 160,163 $ 114,662
Acceleration of Derivative Instruments — 201 — 201
Mark-to-Market Gain (Loss) on Derivative Instruments 1,583 2,091 8,425 (13,884)
Amortization of Derivative Instruments 103 103 308 308
Comprehensive Income 45,105 39,102 168,896 101,287
Comprehensive Income Attributable to Noncontrolling Interests (1,011) (801) (3,779) (2,118)
Comprehensive Income Attributable to First Industrial Realty Trust, Inc. $ 44,094 $ 38,301 $ 165,117 $ 99,169


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 Interests	—		—		—		—		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 Interests	—		—		—		—		(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


Six Months Ended June 30, 2021:	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, 2020	$	1,290	$	2,224,691	$	(306,294)	$	(16,953)	$	44,586	$	1,947,320
Net Income	—		—		62,198		—		1,385		63,583
Other Comprehensive Income	—		—		—		6,607		148		6,755

Stock Based Compensation Activity	1		(1,347)		(2,294)		—		2,585		(1,055)
Common Stock Dividends and Unit Distributions ($0.270 Per Share/Unit)	—		—		(34,933)		—		(785)		(35,718)
Conversion of Limited Partner Units to Common Stock	—		22		—		—		(22)		—


Reallocation - Additional Paid-in Capital	—		(2,110)		—		—		2,110		—
Reallocation - Other Comprehensive Income	—		—		—		34		(34)		—
Balance as of March 31, 2021	$	1,291	$	2,221,256	$	(281,323)	$	(10,312)	$	49,973	$	1,980,885
Net Income	—		—		51,936		—		1,225		53,161
Other Comprehensive Income	—		—		—		282		10		292

Stock Based Compensation Activity	—		1,023		—		—		2,428		3,451
Common Stock Dividends and Unit Distributions ($0.270 Per Share/Unit)	—		—		(34,930)		—		(811)		(35,741)



Reallocation - Additional Paid-in-Capital	—		2,282		—		—		(2,282)		—
Reallocation - Other Comprehensive Income	—		—		—		4		(4)		—
Balance as of June 30, 2021	$	1,291	$	2,224,561	$	(264,317)	$	(10,026)	$	50,539	$	2,002,048

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)~~

Nine Months Ended September 30, 2021: 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, 2020 $ 1,290 $ 2,224,691 $ (306,294) $ (16,953) $ 44,586 $ 1,947,320
Net Income — — 62,198 — 1,385 63,583
Other Comprehensive Income — — — 6,607 148 6,755
Stock Based Compensation Activity 1 (1,347) (2,294) — 2,585 (1,055)
Common Stock Dividends and Unit Distributions ($0.27 Per Share/Unit) — — (34,933) — (785) (35,718)
Conversion of Limited Partner Units to Common Stock — 22 — — (22) —
Reallocation - Additional Paid-in Capital — (2,110) — — 2,110 —
Reallocation - Other Comprehensive Income — — — 34 (34) —
Balance as of March 31, 2021 $ 1,291 $ 2,221,256 $ (281,323) $ (10,312) $ 49,973 $ 1,980,885
Net Income — — 51,936 — 1,225 53,161
Other Comprehensive Income — — — 282 10 292
Stock Based Compensation Activity — 1,023 — — 2,428 3,451
Common Stock Dividends and Unit Distributions ($0.27 Per Share/Unit) — — (34,930) — (811) (35,741)
Reallocation - Additional Paid-in-Capital — 2,282 — — (2,282) —
Reallocation - Other Comprehensive Income — — — 4 (4) —
Balance as of June 30, 2021 $ 1,291 $ 2,224,561 $ (264,317) $ (10,026) $ 50,539 $ 2,002,048
Net Income — — 42,446 — 973 43,419
Other Comprehensive Income — — — 1,648 38 1,686
Issuance of Common Stock, Net of Issuance Costs 11 58,800 — — — 58,811
Stock Based Compensation Activity — 1,080 — — 2,428 3,508
Common Stock Dividends and Unit Distributions ($0.27 Per Share/Unit) — — (35,221) — (669) (35,890)
Conversion of Limited Partner Units to Common Stock 1 1,364 — — (1,365) —
Reallocation - Additional Paid-in-Capital — 1,427 — — (1,427) —
Reallocation - Other Comprehensive Income — — — (8) 8 —
Balance as of September 30, 2021 $ 1,303 $ 2,287,232 $ (257,092) $ (8,386) $ 50,525 $ 2,073,582


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	170,799	$	116,744
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	57,454		53,073
Amortization of Debt Issuance Costs	1,486		1,884
Other Amortization, including Equity Based Compensation	16,567		15,914


Equity in (Income) Loss of Joint Ventures	(118,189)		139
Distributions from Joint Ventures	118,034		—
Gain on Sale of Real Estate	(297)		(57,499)




Straight-line Rental Income and Expense, Net	(9,353)		(9,309)

Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(4,600)		(2,936)

Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	26,988		474

Net Cash Provided by Operating Activities	258,889		118,484
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(183,344)		(155,807)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(250,150)		(124,050)
Net Proceeds from Sales of Investments in Real Estate	1,268		101,131


Contributions to and Investments in Joint Ventures	(1,640)		(1,321)
Distributions from Joint Ventures	29,356		21,407

Increase in Escrow Deposits and Other Investing Activity	(3,405)		(3,018)
Net Cash Used in Investing Activities	(407,915)		(161,658)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	(2,866)		(64)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount	12,823		—

Tax Paid on Vested Equity Compensation	(2,942)		(5,126)
Common Stock Dividends and Unit Distributions Paid	(75,911)		(68,368)

Repayments on Mortgage Loans Payable	(69,310)		(60,312)



Proceeds from Unsecured Term Loans	165,000		—

Proceeds from Unsecured Credit Facility	425,000		80,000
Repayments on Unsecured Credit Facility	(222,000)		(20,000)
Contributions from Noncontrolling Interests	103		—
Distributions to Noncontrolling Interests	(4,418)		—

Net Cash Provided by (Used in) Financing Activities	225,479		(73,870)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	76,453		(117,044)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	58,780		199,658
Cash, Cash Equivalents and Restricted Cash, End of Period	$	135,233	$	82,614

~~FIRST INDUSTRIAL REALTY TRUST, INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)~~

~~(Unaudited; in thousands, except per share data)~~

Nine Months Ended September 30, 2020: 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, 2019 $ 1,270 $ 2,140,847 $ (370,835) $ (6,883) $ 33,864 $ 1,798,263
Net Income — — 40,634 — 895 41,529
Other Comprehensive Loss — — — (14,175) (313) (14,488)
Stock Based Compensation Activity — (1,233) (2,975) — 2,373 (1,835)
Common Stock Dividends and Unit Distributions ($0.25 Per Share/Unit) — — (31,874) — (614) (32,488)
Conversion of Limited Partner Units to Common Stock 2 2,062 — — (2,064) —
Reallocation - Additional Paid-in Capital — (3,378) — — 3,378 —
Reallocation - Other Comprehensive Income — — — 4 (4) —
Balance as of March 31, 2020 $ 1,272 $ 2,138,298 $ (365,050) $ (21,054) $ 37,515 $ 1,790,981
Net Income — — 35,669 — 757 36,426
Other Comprehensive Loss — — — (1,260) (22) (1,282)
Stock Based Compensation Activity — 1,486 — — 1,622 3,108
Common Stock Dividends and Unit Distributions ($0.25 Per Share/Unit) — — (31,929) — (631) (32,560)
Conversion of Limited Partner Units to Common Stock — 1 — — (1) —
Reallocation - Additional Paid-in-Capital — 1,470 — — (1,470) —
Reallocation - Other Comprehensive Income — — — 6 (6) —
Balance as of June 30, 2020 $ 1,272 $ 2,141,255 $ (361,310) $ (22,308) $ 37,764 $ 1,796,673
Net Income — — 35,959 — 748 36,707
Other Comprehensive Income — — — 2,342 53 2,395
Issuance of Common Stock, Net of Issuance Costs 18 78,331 — — — 78,349
Stock Based Compensation Activity — 1,486 — — 1,593 3,079
Common Stock Dividends and Unit Distributions ($0.25 Per Share/Unit) — — (32,331) — (594) (32,925)
Conversion of Limited Partner Units to Common Stock — 4 — — (4) —
Contributions from Noncontrolling Interest — — — — 4,321 4,321
Reallocation - Additional Paid-in-Capital — 476 — — (476) —
Reallocation - Other Comprehensive Income — — — (3) 3 —
Balance as of September 30, 2020 $ 1,290 $ 2,221,552 $ (357,682) $ (19,969) $ 43,408 $ 1,888,599


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	8,434	$	4,336
Cash Paid for Operating Lease Liabilities	$	1,706	$	1,546
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	298	$	157
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable	$	40,359	$	36,336

Exchange of Limited Partnership Units for Common Stock:
Noncontrolling Interests	$	(1,271)	$	(22)
Common Stock	1		—
Additional Paid-in Capital	1,270		22
Total	$	—	$	—







Assumption of Other Assets in Connection with the Acquisition of Real Estate	$	—	$	3,611
Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	465	$	3,215
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	119,281	$	47,633
Tenant Improvements Funded by Tenant	$	—	$	15,992
Write-off of Fully Depreciated Assets	$	(19,681)	$	(13,372)

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)
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 160,163 $ 114,662
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation 80,309 76,580
Amortization of Debt Issuance Costs 2,666 2,477
Other Amortization, including Equity Based Compensation 23,861 26,776
Equity in Loss of Joint Ventures 154 236
Gain on Sale of Real Estate (66,378) (29,594)
Gain on Involuntary Conversion — (6,476)
Straight-line Rental Income and Expense, Net (12,826) (6,481)
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net (5,348) 3,149
Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits 13,836 8,810
Net Cash Provided by Operating Activities 196,437 190,139
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate (224,954) (184,883)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs (197,980) (150,908)
Net Proceeds from Sales of Investments in Real Estate, Including Sales-Type Lease Receivable 114,644 110,049
Contributions to and Investments in Joint Ventures (1,321) (42,744)
Distributions from Joint Ventures 21,407 —
Proceeds from Involuntary Conversion — 6,476
Increase in Escrow Deposits and Other Investing Activity (3,398) (12,345)
Net Cash Used in Investing Activities (291,602) (274,355)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs (6,365) (3,329)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount 59,008 78,718
Tax Paid on Vested Equity Compensation (5,126) (5,944)
Common Stock Dividends and Unit Distributions Paid (103,893) (94,493)
Repayments on Mortgage Loans Payable (61,097) (18,654)
Proceeds from Senior Unsecured Notes — 300,000
Proceeds from Unsecured Credit Facility 159,000 247,000
Repayments on Unsecured Credit Facility (85,000) (405,000)
Contributions from Noncontrolling Interests — 4,321
Net Cash (Used in) Provided by Financing Activities (43,473) 102,619
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (138,638) 18,403
Cash, Cash Equivalents and Restricted Cash, Beginning of Year 199,658 152,718
Cash, Cash Equivalents and Restricted Cash, End of Period $ 61,020 $ 171,121
FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited; in thousands)
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity $ 8,150 $ 5,029
Cash Paid for Operating Lease Liabilities $ 2,407 $ 2,175
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets $ 354 $ 1,208
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable $ 36,701 $ 33,577
Exchange of Limited Partnership Units for Common Stock:
Noncontrolling Interests $ (1,387) $ (2,069)
Common Stock 1 2
Additional Paid-in Capital 1,386 2,067
Total $ — $ —
Assumption of Escrow in Connection with the Acquisition of Real Estate $ 3,611 $ —
Assumption of Liabilities in Connection with the Acquisition of Real Estate $ 3,451 $ 6,542
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate $ 66,092 $ 24,385
Tenant Improvements Funded by Tenant $ 16,239 $ —
Write-off of Fully Depreciated Assets $ (25,106) $ (30,935)
(In thousands, except Unit data)


	June 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land	$	1,542,565	$	1,387,198
Buildings and Improvements	3,221,939		3,020,221
Construction in Progress	316,398		239,025
Less: Accumulated Depreciation	(907,967)		(868,296)
Net Investment in Real Estate (including $294,734 and $277,984 related to consolidated variable interest entities, see Note 5)	4,172,935		3,778,148
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $7,165 and $0	297		—
Operating Lease Right-of-Use Assets	24,594		24,927
Cash and Cash Equivalents	135,233		58,591
Restricted Cash	—		189
Tenant Accounts Receivable	5,267		5,104
Investment in Joint Venture	8,415		36,049
Deferred Rent Receivable	108,096		98,727
Deferred Leasing Intangibles, Net	24,080		21,316
Prepaid Expenses and Other Assets, Net	193,375		165,282
Total Assets	$	4,672,292	$	4,188,333
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	10,454	$	79,674
Senior Unsecured Notes, Net	993,382		993,021
Unsecured Term Loans, Net	620,952		458,325
Unsecured Credit Facility	282,000		79,000
Accounts Payable, Accrued Expenses and Other Liabilities	210,007		153,096
Operating Lease Liabilities	22,275		22,592
Deferred Leasing Intangibles, Net	12,436		9,252
Rents Received in Advance and Security Deposits	99,694		98,588
Distributions Payable	40,359		37,178
Total Liabilities	2,291,559		1,930,726
Commitments and Contingencies	—		—
Partners' Capital:
First Industrial, L.P.'s Partners' Capital:
General Partner Units (132,071,473 and 131,747,725 units outstanding)	2,264,149		2,175,549
Limited Partners Units (3,125,796 and 2,935,203 units outstanding)	89,066		81,435
Accumulated Other Comprehensive Income (Loss)	12,665		(4,331)
Total First Industrial L.P.'s Partners' Capital	2,365,880		2,252,653
Noncontrolling Interests	14,853		4,954
Total Partners' Capital	2,380,733		2,257,607
Total Liabilities and Partners' Capital	$	4,672,292	$	4,188,333

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

~~FIRST INDUSTRIAL, L.P.~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(In thousands, except Unit data)~~

September 30, 2021 December 31, 2020
(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land $ 1,267,769 $ 1,087,907
Buildings and Improvements 3,000,539 2,922,152
Construction in Progress 181,607 77,574
Less: Accumulated Depreciation (874,427) (832,393)
Net Investment in Real Estate (including $260,228 and $245,396 related to consolidated variable interest entities, see Note 5) 3,575,488 3,255,240
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $3,791 and $7,054 1,214 15,663
Operating Lease Right-of-Use Assets 24,764 25,205
Cash and Cash Equivalents 52,268 162,090
Restricted Cash 8,752 37,568
Tenant Accounts Receivable 4,143 5,714
Investment in Joint Ventures 35,857 45,697
Deferred Rent Receivable 97,088 84,567
Deferred Leasing Intangibles, Net 22,229 25,211
Prepaid Expenses and Other Assets, Net 162,970 144,353
Total Assets $ 3,984,773 $ 3,801,308
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net (including $2,469 and $6,292 related to consolidated variable interest entities, see Note 5) $ 82,991 $ 143,879
Senior Unsecured Notes, Net 992,841 992,300
Unsecured Term Loans, Net 458,104 458,462
Unsecured Credit Facility 74,000 —
Accounts Payable, Accrued Expenses and Other Liabilities 146,778 120,292
Operating Lease Liabilities 22,426 22,826
Deferred Leasing Intangibles, Net 9,684 11,064
Rents Received in Advance and Security Deposits 78,337 62,092
Distributions Payable 36,701 33,703
Total Liabilities 1,901,862 1,844,618
Commitments and Contingencies — —
Partners' Capital:
First Industrial, L.P.'s Partners' Capital:
General Partner Units (130,289,617 and 129,051,412 units outstanding) 2,008,725 1,898,635
Limited Partners Units (2,956,508 and 2,713,142 units outstanding) 77,815 70,435
Accumulated Other Comprehensive Loss (8,575) (17,308)
Total First Industrial L.P.'s Partners' Capital 2,077,965 1,951,762
Noncontrolling Interests 4,946 4,928
Total Partners' Capital 2,082,911 1,956,690
Total Liabilities and Partners' Capital $ 3,984,773 $ 3,801,308

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

108

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per Unit data)


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Revenues:	Revenues:									Revenues:
Lease Revenue	Lease Revenue	$	120,323	$	109,657	$	352,754	$	326,681	Lease Revenue	$	128,957	$	116,764	$	253,869	$	232,431
Other Revenue	Other Revenue	759		6,537		1,985		9,058		Other Revenue	1,092		634		1,693		1,226
Total Revenues	Total Revenues	121,082		116,194		354,739		335,739		Total Revenues	130,049		117,398		255,562		233,657
Expenses:	Expenses:									Expenses:
Property Expenses	Property Expenses	33,396		30,355		98,386		87,487		Property Expenses	34,860		31,748		70,275		64,990
General and Administrative	General and Administrative	8,598		7,485		25,631		24,970		General and Administrative	8,249		8,469		16,990		17,033

Depreciation and Other Amortization	Depreciation and Other Amortization	33,143		34,369		97,564		97,532		Depreciation and Other Amortization	36,470		32,446		70,380		64,421
Total Expenses	Total Expenses	75,137		72,209		221,581		209,989		Total Expenses	79,579		72,663		157,645		146,444
Other Income (Expense):	Other Income (Expense):									Other Income (Expense):
Gain on Sale of Real Estate	Gain on Sale of Real Estate	8,879		6,525		66,378		29,594		Gain on Sale of Real Estate	297		22,854		297		57,499
Interest Expense	Interest Expense	(9,849)		(12,775)		(34,374)		(37,864)		Interest Expense	(10,374)		(11,852)		(20,010)		(24,525)
Amortization of Debt Issuance Costs	Amortization of Debt Issuance Costs	(782)		(905)		(2,666)		(2,477)		Amortization of Debt Issuance Costs	(730)		(935)		(1,486)		(1,884)

Total Other Income (Expense)	Total Other Income (Expense)	(1,752)		(7,155)		29,338		(10,747)		Total Other Income (Expense)	(10,807)		10,067		(21,199)		31,090
Income from Operations Before Equity in Loss of Joint Ventures and Income Tax (Provision) Benefit		44,193		36,830		162,496		115,003
Equity in Loss of Joint Ventures		(15)		(162)		(154)		(236)
Income Tax (Provision) Benefit		(759)		39		(2,179)		(105)
Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision										Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision	39,663		54,802		76,718		118,303
Equity in Income (Loss) of Joint Ventures										Equity in Income (Loss) of Joint Ventures	118,211		(66)		118,189		(139)
Income Tax Provision										Income Tax Provision	(24,198)		(1,575)		(24,108)		(1,420)
Net Income	Net Income	43,419		36,707		160,163		114,662		Net Income	133,676		53,161		170,799		116,744
Less: Net Income Attributable to the Noncontrolling Interests	Less: Net Income Attributable to the Noncontrolling Interests	(20)		(68)		(59)		(212)		Less: Net Income Attributable to the Noncontrolling Interests	(14,257)		(21)		(14,275)		(39)
Net Income Available to Unitholders and Participating Securities	Net Income Available to Unitholders and Participating Securities	$	43,399	$	36,639	$	160,104	$	114,450	Net Income Available to Unitholders and Participating Securities	$	119,419	$	53,140	$	156,524	$	116,705
Basic Earnings Per Unit:	Basic Earnings Per Unit:									Basic Earnings Per Unit:
Net Income Available to Unitholders	Net Income Available to Unitholders	$	0.33	$	0.28	$	1.22	$	0.88	Net Income Available to Unitholders	$	0.89	$	0.40	$	1.16	$	0.89
Diluted Earnings Per Unit:	Diluted Earnings Per Unit:									Diluted Earnings Per Unit:
Net Income Available to Unitholders	Net Income Available to Unitholders	$	0.33	$	0.28	$	1.21	$	0.88	Net Income Available to Unitholders	$	0.89	$	0.40	$	1.16	$	0.88

Weighted Average Units Outstanding - Basic	Weighted Average Units Outstanding - Basic	131,668		129,914		131,345		129,357		Weighted Average Units Outstanding - Basic	134,278		131,188		134,176		131,180
Weighted Average Units Outstanding - Diluted	Weighted Average Units Outstanding - Diluted	132,178		130,294		131,841		129,720		Weighted Average Units Outstanding - Diluted	134,590		131,704		134,543		131,669

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

119

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Net Income	Net Income	$	43,419	$	36,707	$	160,163	$	114,662	Net Income	$	133,676	$	53,161	$	170,799	$	116,744

Acceleration of Derivative Instruments		—		201		—		201
Mark-to-Market Gain (Loss) on Derivative Instruments		1,583		2,091		8,425		(13,884)

Mark-to-Market Gain on Derivative Instruments										Mark-to-Market Gain on Derivative Instruments	5,696		189		16,791		6,842
Amortization of Derivative Instruments	Amortization of Derivative Instruments	103		103		308		308		Amortization of Derivative Instruments	103		103		205		205
Comprehensive Income	Comprehensive Income	45,105		39,102		$	168,896	$	101,287	Comprehensive Income	139,475		53,453		$	187,795	$	123,791
Comprehensive Income Attributable to Noncontrolling Interests	Comprehensive Income Attributable to Noncontrolling Interests	(20)		(68)		(59)		(212)		Comprehensive Income Attributable to Noncontrolling Interests	(14,257)		(21)		(14,275)		(39)
Comprehensive Income Attributable to Unitholders	Comprehensive Income Attributable to Unitholders	$	45,085	$	39,034	$	168,837	$	101,075	Comprehensive Income Attributable to Unitholders	$	125,218	$	53,432	$	173,520	$	123,752

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

1210

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Unaudited; in thousands, except per Unit data)


Nine Months Ended September 30, 2021:		General Partner Units		Limited Partner Units		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2020		$	1,898,635	$	70,435	$	(17,308)	$	4,928	$	1,956,690
Six Months Ended June 30, 2022:												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												Balance as of December 31, 2021	$	2,175,549	$	81,435	$	(4,331)	$	4,954	$	2,257,607
Net Income												Net Income	36,237		868		—		18		37,123
Other Comprehensive Income												Other Comprehensive Income	—		—		11,197		—		11,197
Contribution of General Partner Units, Net of Issuance Costs												Contribution of General Partner Units, Net of Issuance Costs	12,746		—		—		—		12,746
Stock Based Compensation Activity												Stock Based Compensation Activity	(1,680)		4,401		—		—		2,721
Unit Distributions ($0.295 Per Unit)												Unit Distributions ($0.295 Per Unit)	(39,009)		(878)		—		—		(39,887)
Conversion of Limited Partner Units to General Partner Units												Conversion of Limited Partner Units to General Partner Units	36		(36)		—		—		—

Contributions from Noncontrolling Interests												Contributions from Noncontrolling Interests	—		—		—		112		112
Distributions to Noncontrolling Interests												Distributions to Noncontrolling Interests	—		—		—		(40)		(40)
Balance as of March 31, 2022												Balance as of March 31, 2022	$	2,183,879	$	85,790	$	6,866	$	5,044	$	2,281,579
Net Income	Net Income	62,176		1,389		—		18		63,583		Net Income	116,969		2,450		—		14,257		133,676
Other Comprehensive Income	Other Comprehensive Income	—		—		6,755		—		6,755		Other Comprehensive Income	—		—		5,799		—		5,799

Stock Based Compensation Activity	Stock Based Compensation Activity	(3,640)		2,585		—		—		(1,055)		Stock Based Compensation Activity	1,074		2,819		—		—		3,893
Unit Distributions ($0.27 Per Unit)		(34,933)		(785)		—		—		(35,718)
Unit Distributions ($0.295 Per Unit)												Unit Distributions ($0.295 Per Unit)	(39,008)		(758)		—		—		(39,766)
Conversion of Limited Partner Units to General Partner Units	Conversion of Limited Partner Units to General Partner Units	22		(22)		—		—		—		Conversion of Limited Partner Units to General Partner Units	1,235		(1,235)		—		—		—

Contributions from Noncontrolling Interests	Contributions from Noncontrolling Interests	—		—		—		29		29		Contributions from Noncontrolling Interests	—		—		—		1		1
Distributions to Noncontrolling Interests	Distributions to Noncontrolling Interests	—		—		—		(24)		(24)		Distributions to Noncontrolling Interests	—		—		—		(4,449)		(4,449)
Balance as of March 31, 2021		$	1,922,260	$	73,602	$	(10,553)	$	4,951	$	1,990,260
Net Income		51,913		1,227		—		21		53,161
Other Comprehensive Income		—		—		292		—		292

Stock Based Compensation Activity		1,023		2,428		—		—		3,451
Unit Distributions ($0.27 Per Unit)		(34,930)		(811)		—		—		(35,741)
Balance as of June 30, 2022												Balance as of June 30, 2022	$	2,264,149	$	89,066	$	12,665	$	14,853	$	2,380,733

Distributions to Noncontrolling Interests		—		—		—		(23)		(23)
Balance as of June 30, 2021		$	1,940,266	$	76,446	$	(10,261)	$	4,949	$	2,011,400
Net Income		42,424		975		—		20		43,419
Other Comprehensive Income		—		—		1,686		—		1,686
Contribution of General Partner Units, Net of Issuance Costs		58,811		—		—		—		58,811
Stock Based Compensation Activity		1,080		2,428		—		—		3,508
Unit Distributions ($0.27 Per Unit)		(35,221)		(669)		—		—		(35,890)
Conversion of Limited Partner Units to General Partner Units		1,365		(1,365)		—		—		—

Contributions from Noncontrolling Interests		—		—		—		6		6
Distributions to Noncontrolling Interests		—		—		—		(29)		(29)
Balance as of September 30, 2021		$	2,008,725	$	77,815	$	(8,575)	$	4,946	$	2,082,911

~~FIRST INDUSTRIAL, L.P.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Continued)~~

~~(Unaudited; in thousands, except per Unit data)~~


Nine Months Ended September 30, 2020:		General Partner Units		Limited Partner Units		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2019		$	1,750,656	$	63,618	$	(7,013)	$	1,023	$	1,808,284
Six Months Ended June 30, 2021:												Six Months Ended June 30, 2021:	General Partner Units		Limited Partner Units		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2020												Balance as of December 31, 2020	$	1,898,635	$	70,435	$	(17,308)	$	4,928	$	1,956,690
Net Income	Net Income	40,584		895		—		50		41,529		Net Income	62,176		1,389		—		18		63,583
Other Comprehensive Loss		—		—		(14,488)		—		(14,488)
Other Comprehensive Income												Other Comprehensive Income	—		—		6,755		—		6,755

Stock Based Compensation Activity	Stock Based Compensation Activity	(4,208)		2,373		—		—		(1,835)		Stock Based Compensation Activity	(3,640)		2,585		—		—		(1,055)
Unit Distributions ($0.25 Per Unit)		(31,874)		(614)		—		—		(32,488)
Unit Distributions ($0.270 Per Unit)												Unit Distributions ($0.270 Per Unit)	(34,933)		(785)		—		—		(35,718)
Conversion of Limited Partner Units to General Partner Units	Conversion of Limited Partner Units to General Partner Units	2,064		(2,064)		—		—		—		Conversion of Limited Partner Units to General Partner Units	22		(22)		—		—		—

Contributions from Noncontrolling Interests	Contributions from Noncontrolling Interests	—		—		—		5		5		Contributions from Noncontrolling Interests	—		—		—		29		29
Distributions to Noncontrolling Interests	Distributions to Noncontrolling Interests	—		—		—		(366)		(366)		Distributions to Noncontrolling Interests	—		—		—		(24)		(24)
Balance as of March 31, 2020		$	1,757,222	$	64,208	$	(21,501)	$	712	$	1,800,641
Balance as of March 31, 2021												Balance as of March 31, 2021	$	1,922,260	$	73,602	$	(10,553)	$	4,951	$	1,990,260
Net Income	Net Income	35,575		757		—		94		36,426		Net Income	51,913		1,227		—		21		53,161
Other Comprehensive Loss		—		—		(1,282)		—		(1,282)
Other Comprehensive Income												Other Comprehensive Income	—		—		292		—		292

Stock Based Compensation Activity	Stock Based Compensation Activity	1,486		1,622		—		—		3,108		Stock Based Compensation Activity	1,023		2,428		—		—		3,451
Unit Distributions ($0.25 Per Unit)		(31,929)		(631)		—		—		(32,560)
Conversion of Limited Partner Units to General Partner Units		1		(1)		—		—		—
Unit Distributions ($0.270 Per Unit)												Unit Distributions ($0.270 Per Unit)	(34,930)		(811)		—		—		(35,741)

Contributions from Noncontrolling Interests		—		—		—		12		12

Distributions to Noncontrolling Interests	Distributions to Noncontrolling Interests	—		—		—		(65)		(65)		Distributions to Noncontrolling Interests	—		—		—		(23)		(23)
Balance as of June 30, 2020		$	1,762,355	$	65,955	$	(22,783)	$	753	$	1,806,280
Net Income		35,879		760		—		68		36,707
Other Comprehensive Income		—		—		2,395		—		2,395
Contribution of General Partner Units, Net of Issuance Costs		78,349		—		—		—		78,349
Stock Based Compensation Activity		1,486		1,593		—		—		3,079
Unit Distributions ($0.25 Per Unit)		(32,331)		(594)		—		—		(32,925)
Conversion of Limited Partner Units to General Partner Units		4		(4)		—		—		—
Balance as of June 30, 2021												Balance as of June 30, 2021	$	1,940,266	$	76,446	$	(10,261)	$	4,949	$	2,011,400

Contributions from Noncontrolling Interests		—		—		—		4,371		4,371
Distributions to Noncontrolling Interests		—		—		—		(196)		(196)
Balance as of September 30, 2020		$	1,845,742	$	67,710	$	(20,388)	$	4,996	$	1,898,060

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

1411


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)	FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)					FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	Net Income	$	160,163	$	114,662	Net Income	$	170,799	$	116,744
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:	Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:					Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	Depreciation	80,309		76,580		Depreciation	57,454		53,073
Amortization of Debt Issuance Costs	Amortization of Debt Issuance Costs	2,666		2,477		Amortization of Debt Issuance Costs	1,486		1,884
Other Amortization, including Equity Based Compensation	Other Amortization, including Equity Based Compensation	23,861		26,776		Other Amortization, including Equity Based Compensation	16,567		15,914

Equity in Loss of Joint Ventures		154		236

Equity in (Income) Loss of Joint Ventures						Equity in (Income) Loss of Joint Ventures	(118,189)		139
Distributions from Joint Ventures						Distributions from Joint Ventures	118,034		—
Gain on Sale of Real Estate	Gain on Sale of Real Estate	(66,378)		(29,594)		Gain on Sale of Real Estate	(297)		(57,499)

Gain on Involuntary Conversion		—		(6,476)

Straight-line Rental Income and Expense, Net	Straight-line Rental Income and Expense, Net	(12,826)		(6,481)		Straight-line Rental Income and Expense, Net	(9,353)		(9,309)

(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net		(5,307)		3,709
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net						Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(4,539)		(2,918)

Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	13,836		8,810		Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	26,988		474

Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	196,478		190,699		Net Cash Provided by Operating Activities	258,950		118,502
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	Acquisitions of Real Estate	(224,954)		(184,883)		Acquisitions of Real Estate	(183,344)		(155,807)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(197,980)		(150,908)		Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(250,150)		(124,050)
Net Proceeds from Sales of Investments in Real Estate, Including Sales-Type Lease Receivable		114,644		110,049
Net Proceeds from Sales of Investments in Real Estate						Net Proceeds from Sales of Investments in Real Estate	1,268		101,131

Contributions to and Investments in Joint Ventures	Contributions to and Investments in Joint Ventures	(1,321)		(42,744)		Contributions to and Investments in Joint Ventures	(1,640)		(1,321)
Distributions from Joint Ventures	Distributions from Joint Ventures	21,407		—		Distributions from Joint Ventures	29,356		21,407
Proceeds from Involuntary Conversion		—		6,476

Increase in Escrow Deposits and Other Investing Activity	Increase in Escrow Deposits and Other Investing Activity	(3,398)		(12,345)		Increase in Escrow Deposits and Other Investing Activity	(3,405)		(3,018)
Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(291,602)		(274,355)		Net Cash Used in Investing Activities	(407,915)		(161,658)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	Financing and Equity Issuance Costs	(6,365)		(3,329)		Financing and Equity Issuance Costs	(2,866)		(64)
Contribution of General Partner Units	Contribution of General Partner Units	59,008		78,718		Contribution of General Partner Units	12,823		—

Tax Paid on Vested Equity Compensation	Tax Paid on Vested Equity Compensation	(5,126)		(5,944)		Tax Paid on Vested Equity Compensation	(2,942)		(5,126)
Unit Distributions Paid	Unit Distributions Paid	(103,893)		(94,493)		Unit Distributions Paid	(75,911)		(68,368)

Contributions from Noncontrolling Interests	Contributions from Noncontrolling Interests	35		4,388		Contributions from Noncontrolling Interests	113		29
Distributions to Noncontrolling Interests	Distributions to Noncontrolling Interests	(76)		(627)		Distributions to Noncontrolling Interests	(4,489)		(47)
Repayments on Mortgage Loans Payable	Repayments on Mortgage Loans Payable	(61,097)		(18,654)		Repayments on Mortgage Loans Payable	(69,310)		(60,312)

Proceeds from Senior Unsecured Notes		—		300,000

Proceeds from Unsecured Term Loans						Proceeds from Unsecured Term Loans	165,000		—
Proceeds from Unsecured Credit Facility	Proceeds from Unsecured Credit Facility	159,000		247,000		Proceeds from Unsecured Credit Facility	425,000		80,000
Repayments on Unsecured Credit Facility	Repayments on Unsecured Credit Facility	(85,000)		(405,000)		Repayments on Unsecured Credit Facility	(222,000)		(20,000)

Net Cash (Used in) Provided by Financing Activities		(43,514)		102,059
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash		(138,638)		18,403
Net Cash Provided by (Used in) Financing Activities						Net Cash Provided by (Used in) Financing Activities	225,418		(73,888)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash						Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	76,453		(117,044)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	Cash, Cash Equivalents and Restricted Cash, Beginning of Year	199,658		152,718		Cash, Cash Equivalents and Restricted Cash, Beginning of Year	58,780		199,658
Cash, Cash Equivalents and Restricted Cash, End of Period	Cash, Cash Equivalents and Restricted Cash, End of Period	$	61,020	$	171,121	Cash, Cash Equivalents and Restricted Cash, End of Period	$	135,233	$	82,614

1512


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)	FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)					FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:	SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:					SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity		$	8,150	$	5,029
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment						Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	8,434	$	4,336
Cash Paid for Operating Lease Liabilities	Cash Paid for Operating Lease Liabilities	$	2,407	$	2,175	Cash Paid for Operating Lease Liabilities	$	1,706	$	1,546
Supplemental Schedule of Non-Cash Operating Activities:	Supplemental Schedule of Non-Cash Operating Activities:					Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	354	$	1,208	Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	298	$	157
Supplemental Schedule of Non-Cash Investing and Financing Activities:	Supplemental Schedule of Non-Cash Investing and Financing Activities:					Supplemental Schedule of Non-Cash Investing and Financing Activities:
General and Limited Partner Unit Distributions Payable	General and Limited Partner Unit Distributions Payable	$	36,701	$	33,577	General and Limited Partner Unit Distributions Payable	$	40,359	$	36,336

Exchange of Limited Partner Units for General Partner Units:	Exchange of Limited Partner Units for General Partner Units:					Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units	Limited Partner Units	$	(1,387)	$	(2,069)	Limited Partner Units	$	(1,271)	$	(22)
General Partner Units	General Partner Units	1,387		2,069		General Partner Units	1,271		22
Total	Total	$	—	$	—	Total	$	—	$	—

Assumption of Escrow in Connection with the Acquisition of Real Estate		$	3,611	$	—
Assumption of Other Assets in Connection with the Acquisition of Real Estate						Assumption of Other Assets in Connection with the Acquisition of Real Estate	$	—	$	3,611
Assumption of Liabilities in Connection with the Acquisition of Real Estate	Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	3,451	$	6,542	Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	465	$	3,215
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	66,092	$	24,385	Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	119,281	$	47,633
Tenant Improvements Funded by Tenant	Tenant Improvements Funded by Tenant	$	16,239	$	—	Tenant Improvements Funded by Tenant	$	—	$	15,992
Write-off of Fully Depreciated Assets	Write-off of Fully Depreciated Assets	$	(25,106)	$	(30,935)	Write-off of Fully Depreciated Assets	$	(19,681)	$	(13,372)

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

1613

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 ~~97.8%~~97.7% ownership interest ("General Partner Units") at ~~September~~June 30, ~~2021.~~2022. 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 ~~2.2%~~2.3% at ~~September~~June 30, ~~2021~~2022 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.

We also own an equity ~~interests~~interest in and provide various services to 2a joint ~~ventures~~venture (the "Joint ~~Ventures"~~Venture") through a wholly-owned TRS of the Operating Partnership. The Joint ~~Ventures are~~Venture is accounted for under the equity method of accounting. The operating data of the Joint ~~Ventures~~Venture is not consolidated with that of the Company or the Operating Partnership as presented herein. ~~One of the Joint Ventures sold its remaining acres of land during the nine months ended September 30, 2021.~~ See Note 5 for more information related to the Joint ~~Ventures.~~Venture.

Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships, the TRSs and the Joint ~~Ventures~~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 ~~September~~June 30, ~~2021,~~2022, we owned ~~423~~422 industrial properties located in 2019 states, containing an aggregate of approximately ~~62.1~~64.0 million square feet of gross leasable area ("GLA"). Of the ~~423~~422 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, ~~2020~~2021 ("~~2020~~2021 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The ~~2020~~2021 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our ~~2020~~2021 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, ~~2020~~2021 audited consolidated financial statements included in our ~~2020~~2021 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and the reported amounts of revenues and expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the results of our operations and comprehensive income for each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and our cash flows for each of the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. All adjustments are of a normal recurring nature.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

1815

3. Investment in Real Estate

Acquisitions

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we acquired 47 industrial properties comprised of approximately ~~0.2~~0.3 million square feet of GLA and 98 land ~~parcels, one of which was acquired from Joint Venture I (see Note 5).~~parcels. We accounted for the properties and land parcels as asset acquisitions and therefore capitalized transaction costs to the basis of the acquired assets. The following table summarizes the allocation of the aggregate purchase price to each major asset class for the industrial properties and land parcels acquired during the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


Land	$	~~186,160~~153,254
Building and ~~Improvements/Construction in Progress~~Improvements	~~27,880~~26,165
In-Place Leases	~~789~~5,573
Above Market Leases	23
Below Market Leases	(4,172)
Other Assets	~~1,592~~1,887

Total Purchase Price	$	~~216,421~~182,730

~~The revenue and net income associated with the acquisition of~~ ~~the industrial properties and land parcels,~~ ~~since their respective acquisition dates, are not significant to the nine months ended September 30, 2021.~~

Real Estate Held for Sale

As of ~~September~~June 30, ~~2021,~~2022, we had 41 industrial ~~properties~~property comprised of approximately ~~0.09~~0.3 million square feet of GLA held for sale.

Sales

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we sold ~~12 industrial properties and 7 industrial condominium units comprised of approximately 1.7 million square feet of GLA and~~ 1 land parcel. Gross proceeds from the ~~sales~~sale were ~~$118,623. The~~$1,390 and the gain on sale of real estate attributable to ~~these sales~~this sale was ~~$66,378.~~$297.

1916

4. Indebtedness

The following table discloses certain information regarding our indebtedness:


		Outstanding Balance at				Interest Rate at September 30, 2021	Effective Interest Rate at Issuance	Maturity Date		Outstanding Balance at				Interest Rate at June 30, 2022	Effective Interest Rate at Issuance	Maturity Date
		September 30, 2021		December 31, 2020						June 30, 2022		December 31, 2021
Mortgage Loans Payable, Gross	Mortgage Loans Payable, Gross	$	83,117	$	144,214	4.03% – 4.17%	4.03% – 4.17%	September 2022 – August 2028	Mortgage Loans Payable, Gross	$	10,454	$	79,764	4.17%	4.17%	8/1/2028
Unamortized Debt Issuance Costs	Unamortized Debt Issuance Costs	(126)		(335)					Unamortized Debt Issuance Costs	—		(90)

Mortgage Loans Payable, Net	Mortgage Loans Payable, Net	$	82,991	$	143,879				Mortgage Loans Payable, Net	$	10,454	$	79,674
Senior Unsecured Notes, Gross	Senior Unsecured Notes, Gross								Senior Unsecured Notes, Gross
2027 Notes	2027 Notes	6,070		6,070		7.15%	7.11%	5/15/2027	2027 Notes	6,070		6,070		7.15%	7.11%	5/15/2027
2028 Notes	2028 Notes	31,901		31,901		7.60%	8.13%	7/15/2028	2028 Notes	31,901		31,901		7.60%	8.13%	7/15/2028
2032 Notes	2032 Notes	10,600		10,600		7.75%	7.87%	4/15/2032	2032 Notes	10,600		10,600		7.75%	7.87%	4/15/2032
2027 Private Placement Notes	2027 Private Placement Notes	125,000		125,000		4.30%	4.30%	4/20/2027	2027 Private Placement Notes	125,000		125,000		4.30%	4.30%	4/20/2027
2028 Private Placement Notes	2028 Private Placement Notes	150,000		150,000		3.86%	3.86%	2/15/2028	2028 Private Placement Notes	150,000		150,000		3.86%	3.86%	2/15/2028
2029 Private Placement Notes	2029 Private Placement Notes	75,000		75,000		4.40%	4.40%	4/20/2029	2029 Private Placement Notes	75,000		75,000		4.40%	4.40%	4/20/2029
2029 II Private Placement Notes	2029 II Private Placement Notes	150,000		150,000		3.97%	4.23%	7/23/2029	2029 II Private Placement Notes	150,000		150,000		3.97%	4.23%	7/23/2029
2030 Private Placement Notes	2030 Private Placement Notes	150,000		150,000		3.96%	3.96%	2/15/2030	2030 Private Placement Notes	150,000		150,000		3.96%	3.96%	2/15/2030
2030 II Private Placement Notes	2030 II Private Placement Notes	100,000		100,000		2.74%	2.74%	9/17/2030	2030 II Private Placement Notes	100,000		100,000		2.74%	2.74%	9/17/2030
2032 Private Placement Notes	2032 Private Placement Notes	200,000		200,000		2.84%	2.84%	9/17/2032	2032 Private Placement Notes	200,000		200,000		2.84%	2.84%	9/17/2032
Subtotal	Subtotal	$	998,571	$	998,571				Subtotal	$	998,571	$	998,571
Unamortized Debt Issuance Costs	Unamortized Debt Issuance Costs	(5,670)		(6,206)					Unamortized Debt Issuance Costs	(5,134)		(5,491)
Unamortized Discounts	Unamortized Discounts	(60)		(65)					Unamortized Discounts	(55)		(59)
Senior Unsecured Notes, Net	Senior Unsecured Notes, Net	$	992,841	$	992,300				Senior Unsecured Notes, Net	$	993,382	$	993,021
Unsecured Term Loans, Gross	Unsecured Term Loans, Gross								Unsecured Term Loans, Gross
2015 Unsecured Term Loan ~~(A)~~	2015 Unsecured Term Loan ~~(A)~~	260,000		260,000		2.89%	N/A	9/12/2022	2015 Unsecured Term Loan ~~(A)~~	—		260,000		N/A	N/A	N/A
2020 Unsecured Term Loan		—		200,000		N/A	N/A	N/A
2021 Unsecured Term Loan (A)	2021 Unsecured Term Loan (A)	200,000		—		1.84%	N/A	7/7/2026	2021 Unsecured Term Loan (A)	200,000		200,000		1.84%	N/A	7/7/2026
2022 Unsecured Term Loan (A)									2022 Unsecured Term Loan (A)	425,000		—		2.44%	N/A	10/18/2027
Subtotal	Subtotal	$	460,000	$	460,000				Subtotal	$	625,000	$	460,000
Unamortized Debt Issuance Costs	Unamortized Debt Issuance Costs	(1,896)		(1,538)					Unamortized Debt Issuance Costs	(4,048)		(1,675)
Unsecured Term Loans, Net	Unsecured Term Loans, Net	$	458,104	$	458,462				Unsecured Term Loans, Net	$	620,952	$	458,325
Unsecured Credit Facility (B)	Unsecured Credit Facility (B)	$	74,000	$	—	0.86%	N/A	7/7/2025	Unsecured Credit Facility (B)	$	282,000	$	79,000	2.44%	N/A	7/7/2025

_______________

(A) The interest rate at ~~September~~June 30, ~~2021~~2022 includes the impact of derivative instruments we entered into to effectively convert the variable rate of the debt, or a portion thereof, to a fixed rate. See Note 10.

(B) Amounts exclude unamortized debt issuance costs of ~~$4,897~~$3,931 and ~~$1,049~~$4,577 as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which are included in the line item Prepaid Expenses and Other Assets, Net.At our option, we may extend the maturity pursuant to two six-month extensions options, subject to certain conditions.

Mortgage Loans Payable, Net

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we paid off mortgage loans in the amount of ~~$57,912.~~$67,973.

As of ~~September~~June 30, ~~2021,~~2022, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of ~~$136,284.~~$32,198. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans as of ~~September~~June 30, ~~2021.~~2022.

2017

Unsecured Term Loans

On ~~July 7, 2021,~~April 18, 2022, we ~~amended and restated our 2020 Unsecured Term Loan to, among other things, extend the maturity date of this $200,000~~entered into a five-year, $425,000 unsecured term loan ~~(as amended and restated, the "2021~~(the "2022 Unsecured Term Loan"~~). The 2021 Unsecured Term Loan matures on July 7, 2026. We may request the borrowing capacity under~~, and together with the 2021 Unsecured Term Loan, ~~to be increased to $460,000, subject to certain restrictions.~~

~~Also on July 7, 2021, in connection with~~ the ~~execution of the 2021 Unsecured~~"Unsecured Term ~~Loan, we amended~~Loans"), which replaced our 2015 Unsecured Term Loan that was set to ~~make certain changes to~~mature in September 2022. At June 30, 2022, the ~~covenants and other provisions of the 2015~~2022 Unsecured Term Loan ~~to conform those covenants~~requires interest-only payments and ~~other provisions to~~bears interest at a variable rate based on the terms of the 2021 Unsecured Term Loan. This amendment did not increase our borrowing capacity under, extend the maturity date of or modify the pricing of the 2015 Unsecured Term Loan. Subject to certain restrictions, we may request the borrowing capacity under the 2015one-month secured overnight financing rate ("SOFR"), plus a 0.10% SOFR adjustment, plus 85 basis points. The 2022 Unsecured Term Loan ~~be increased~~matures in October, 2027. The interest rate is subject to ~~$360,000.~~

~~Unsecured Credit Facility~~

~~On July 7, 2021,~~adjustment based on changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric. Additionally, during the six months ended June 30, 2022 we ~~amended and restated our $725,000 revolving credit agreement~~entered into interest rate swaps with a new $750,000 revolving credit agreement (as amended and restated, the "Unsecured Credit Facility"). We may request that the borrowing capacity under the Unsecured Credit Facility be increased to $1,000,000, subject to certain restrictions. The Unsecured Credit Facility matures on July 7, 2025, unless extended at our option pursuant to two six-month extension options, subject to certain conditions.notional value of $425,000. See Note 10 for additional information.

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 ~~September~~June 30, and thereafter:


		Amount			Amount
Remainder of 2021		$	793
2022		332,024
Remainder of 2022				Remainder of 2022	$	154
2023	2023	321		2023	321
2024	2024	335		2024	335
2025	2025	74,349		2025	282,349
2026				2026	200,364
Thereafter	Thereafter	1,207,866		Thereafter	1,432,502
Total	Total	$	1,615,688	Total	$	1,916,025

~~The Unsecured Credit Facility, our~~Our unsecured ~~term loans~~credit facility (the "Unsecured Credit Facility"), our Unsecured Term ~~Loans"),~~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 ~~September~~June 30, ~~2021;~~2022; 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value of our indebtedness was as follows:


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
		Carrying Amount (A)		Fair Value		Carrying Amount (A)		Fair Value			Carrying Amount (A)		Fair Value		Carrying Amount (A)		Fair Value
Mortgage Loans Payable	Mortgage Loans Payable	$	83,117	$	85,452	$	144,214	$	148,770	Mortgage Loans Payable	$	10,454	$	10,545	$	79,764	$	81,700
Senior Unsecured Notes, Net	Senior Unsecured Notes, Net	998,511		1,085,573		998,506		1,096,262		Senior Unsecured Notes, Net	998,516		934,034		998,512		1,070,067
Unsecured Term Loans	Unsecured Term Loans	460,000		460,647		460,000		458,207		Unsecured Term Loans	625,000		625,000		460,000		460,486
Unsecured Credit Facility	Unsecured Credit Facility	74,000		74,000		—		—		Unsecured Credit Facility	282,000		282,000		79,000		79,000
Total	Total	$	1,615,628	$	1,705,672	$	1,602,720	$	1,703,239	Total	$	1,915,970	$	1,851,579	$	1,617,276	$	1,691,253

_______________

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

The fair values of our mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured notes were 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 each of our mortgage loans payable, 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:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Assets:	Assets:					Assets:
Net Investment in Real Estate	Net Investment in Real Estate	$	260,228	$	245,396	Net Investment in Real Estate	$	294,734	$	277,984

Operating Lease Right-of-Use Assets	Operating Lease Right-of-Use Assets	13,109		13,173		Operating Lease Right-of-Use Assets	13,044		13,087
Cash and Cash Equivalents	Cash and Cash Equivalents	3,343		4,090		Cash and Cash Equivalents	3,505		9,126

Deferred Rent Receivable	Deferred Rent Receivable	11,068		9,219		Deferred Rent Receivable	11,088		10,984
Prepaid Expenses and Other Assets, Net	Prepaid Expenses and Other Assets, Net	10,602		8,077		Prepaid Expenses and Other Assets, Net	9,944		9,480
Total Assets	Total Assets	$	298,350	$	279,955	Total Assets	$	332,315	$	320,661
LIABILITIES AND PARTNERS' CAPITAL	LIABILITIES AND PARTNERS' CAPITAL					LIABILITIES AND PARTNERS' CAPITAL
Liabilities:	Liabilities:					Liabilities:
Mortgage Loans Payable, Net		$	2,469	$	6,292

Accounts Payable, Accrued Expenses and Other Liabilities	Accounts Payable, Accrued Expenses and Other Liabilities	10,884		10,067		Accounts Payable, Accrued Expenses and Other Liabilities	$	20,105	$	9,496
Operating Lease Liabilities	Operating Lease Liabilities	10,284		10,304		Operating Lease Liabilities	10,263		10,277
Rents Received in Advance and Security Deposits	Rents Received in Advance and Security Deposits	3,875		4,130		Rents Received in Advance and Security Deposits	6,848		7,470
Partners' Capital	Partners' Capital	270,838		249,162		Partners' Capital	295,099		293,418
Total Liabilities and Partners' Capital	Total Liabilities and Partners' Capital	$	298,350	$	279,955	Total Liabilities and Partners' Capital	$	332,315	$	320,661

Joint Ventures

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 and reflect our partner's 6% interest in the Joint Venture within the financial statements. Additionally, we owned a 49% interest in a joint venture ("that sold its remaining acres of land and ceased operations during the year ended December 31, 2021 (the "Former Joint ~~Venture I") and a 43% interest in another joint venture ("Joint Venture II",~~Venture" together with the Joint Venture, I, the "Joint Ventures"). The Joint Ventures were ~~both~~ formed for the purpose of developing, leasing, operating and selling land located in the Phoenix, Arizona metropolitan area. ~~During the nine months ended September 30, 2021, Joint Venture I sold its remaining acres of land.~~

Under the operating agreements for ~~each of~~ the Joint ~~Ventures,~~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, ~~both of~~ the Joint ~~Ventures'~~Venture's operating ~~agreements provide~~agreement provides us the ability to earn incentive fees based on the ultimate financial performance of ~~each of~~ the Joint ~~Ventures.~~Venture.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we earned fees of ~~$341~~$145 and ~~$616,~~$276, respectively, from the Joint Ventures, related to asset management and development services, ~~we provided to the Joint Ventures,~~ of which we deferred recognition of ~~$51~~$71 and ~~$263,~~$47, respectively, due to our economic interest in the Joint Ventures. At ~~September~~June 30, ~~2021,~~2022, we had an aggregate receivable from the Joint Venture of $107.

We account for our interests in the Joint Ventures using the hypothetical liquidation at book value (“HLBV”) model. Under this method, we record our Equity in Income (Loss) of ~~$60.~~Joint Ventures based on our proportionate share of the Joint Venture's earnings based on our ownership interest, after giving effect to incentive fees in which we are entitled to receive.

~~For~~

We classify distributions received from equity method investments using the ~~nine months ended September 30, 2021, net~~cumulative earnings approach. In general, distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

Net income of the Joint Ventures ~~was $14,873. For~~for the ~~nine~~six months ended ~~September~~June 30, ~~2020, net loss of the Joint Ventures~~2022 and 2021 was ~~$531.~~$176,168 and $14,905, respectively. Included in net income during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is gain on sale of real estate of ~~$15,028~~$176,281 related to the sale of ~~138 net developable~~391 acres of land for which our economic share of the gain on sale ~~inclusive~~was $86,378. Included in net income during the six months ended June 30, 2021 is gain on sale of ~~incentive fees, is $10,166.~~real estate of $15,160 related to the sale of 138 net acres of land from the Former Joint Venture for which our economic share of the gain on sale was $7,142. However, since the Company was the purchaser of the 138 net ~~developable~~ acres, ~~from Joint Venture I,~~ we netted our portion of the gain on sale ~~and incentive fees~~ against the basis of the land acquired.

~~As part~~For the six months ended June 30, 2022, we earned incentive fees of ~~our assessment~~$32,276 from the Joint Venture, which are reflected in the Equity In Income of Joint Ventures line item in the consolidated statement of operations. For the six months ended June 30, 2021, we earned incentive fees of $3,024 from the Former Joint Venture, which were netted against the basis of the ~~appropriate accounting treatment for~~real estate acquired from the Joint Ventures, we reviewed the operating agreements of each Joint Venture in order to determine our rights and the rights of our joint venture partners, including whether those rights are protective or participating. Each operating agreement contains certain protective rights, such as the requirement of both members' approvals to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget. Also, we and our Joint Venture partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) review and approve the Joint Venture's tax return before filing, and (iv) approve each lease at a developed property. We consider the latter rights substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of eachFormer Joint Venture. ~~As such, we concluded to account for our investments in each Joint Venture under the equity method of accounting.~~

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 II

Our ownership interest in the Joint Venture II 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 II as a Noncontrolling Interest. For the three and six months ended June 30, 2022, our partner's share of the partnership's income was $14,234 and $14,231, respectively, and was reflected in the Equity in Income of Joint Ventures and the Noncontrolling Interests line items in the Consolidated Statements of Operations. The Noncontrolling Interests line item in the Consolidated Balance Sheets includes $14,247 that is our third party partner's interest at June 30, 2022.

ATM Program

On February 14, 2020, we entered into three-year distribution agreements with certain sales agents to sell up to 14,000,000 shares of the Company's common stock, for up to $500,000 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 ~~three~~six months ended ~~September~~June 30, ~~2021,~~2022, we issued ~~1,076,955~~218,230 shares of the Company's common stock under the ATM, which resulted in ~~$59,008~~$12,823 of net proceeds and payment of compensation to certain sales agents of ~~$596.~~$130.

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 ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


		Derivative Instruments		Accumulated Other Comprehensive Loss of the Operating Partnership		Comprehensive Loss Attributable to Noncontrolling Interest of the Company		Accumulated Other Comprehensive Loss of the Company			Derivative Instruments		Accumulated Other Comprehensive Gain (Loss) of the Operating Partnership		Comprehensive Gain (Loss) Attributable to Noncontrolling Interest of the Company		Accumulated Other Comprehensive Gain (Loss) of the Company
Balance as of December 31, 2020		$	(17,308)	$	(17,308)	$	355	$	(16,953)
Balance as of December 31, 2021										Balance as of December 31, 2021	$	(4,331)	$	(4,331)	$	93	$	(4,238)
Other Comprehensive Gain Before Reclassifications	Other Comprehensive Gain Before Reclassifications	3,593		3,593		(166)		3,427		Other Comprehensive Gain Before Reclassifications	14,518		14,518		(387)		14,131
Amounts Reclassified from Accumulated Other Comprehensive Loss	Amounts Reclassified from Accumulated Other Comprehensive Loss	5,140		5,140		—		5,140		Amounts Reclassified from Accumulated Other Comprehensive Loss	2,478		2,478		—		2,478
Net Current Period Other Comprehensive Gain	Net Current Period Other Comprehensive Gain	8,733		8,733		(166)		8,567		Net Current Period Other Comprehensive Gain	16,996		16,996		(387)		16,609
Balance as of September 30, 2021		$	(8,575)	$	(8,575)	$	189	$	(8,386)
Balance as of June 30, 2022										Balance as of June 30, 2022	$	12,665	$	12,665	$	(294)	$	12,371

The following table summarizes the reclassifications out of accumulated other comprehensive income for both the Company and the Operating Partnership for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:


		Amounts Reclassified from Accumulated Other Comprehensive Loss (Income)										Amounts Reclassified from Accumulated Other Comprehensive Loss (Income)
Details about Accumulated Other Comprehensive Income Components	Details about Accumulated Other Comprehensive Income Components	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		Affected Line Items in the Consolidated Statements of Operations	Details about Accumulated Other Comprehensive Income Components	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Affected Line Items in the Consolidated Statements of Operations
Derivative Instruments:	Derivative Instruments:										Derivative Instruments:
Amortization of Previously Settled Derivative Instruments	Amortization of Previously Settled Derivative Instruments	$	103	$	103	$	308	$	308	Interest Expense	Amortization of Previously Settled Derivative Instruments	$	103	$	103	$	205	$	205	Interest Expense
Net Settlement Payments to our Counterparties	Net Settlement Payments to our Counterparties	1,583		2,250		4,832		4,338		Interest Expense	Net Settlement Payments to our Counterparties	786		1,552		2,273		3,249		Interest Expense
Acceleration of 2020 Swap (as defined in Note 10)		—		201		—		201		General & Administrative

Total	Total	$	1,686	$	2,554	$	5,140	$	4,847		Total	$	889	$	1,655	$	2,478	$	3,454

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 2015 Swaps, ~~and~~ the 2021 Swaps ~~(as~~and the 2022 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 September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Numerator:	Numerator:									Numerator:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	42,446	$	35,959	$	156,580	$	112,262	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	116,991	$	51,936	$	153,249	$	114,134
Net Income Allocable to Participating Securities	Net Income Allocable to Participating Securities	(48)		(59)		(170)		(177)		Net Income Allocable to Participating Securities	(103)		(61)		(134)		(122)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	42,398	$	35,900	$	156,410	$	112,085	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	116,888	$	51,875	$	153,115	$	114,012
Denominator (In Thousands):	Denominator (In Thousands):									Denominator (In Thousands):
Weighted Average Shares - Basic	Weighted Average Shares - Basic	129,633		127,903		129,275		127,306		Weighted Average Shares - Basic	132,051		129,098		131,932		129,093
Effect of Dilutive Securities:	Effect of Dilutive Securities:									Effect of Dilutive Securities:
Performance Units (See Note 9)	Performance Units (See Note 9)	89		198		87		189		Performance Units (See Note 9)	55		89		65		86
Weighted Average Shares - Diluted	Weighted Average Shares - Diluted	129,722		128,101		129,362		127,495		Weighted Average Shares - Diluted	132,106		129,187		131,997		129,179
Basic and Diluted EPS:
Basic EPS:										Basic EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders										Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.89	$	0.40	$	1.16	$	0.88
Diluted EPS:										Diluted EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.33	$	0.28	$	1.21	$	0.88	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.88	$	0.40	$	1.16	$	0.88

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


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Numerator:	Numerator:									Numerator:
Net Income Available to Unitholders and Participating Securities	Net Income Available to Unitholders and Participating Securities	$	43,399	$	36,639	$	160,104	$	114,450	Net Income Available to Unitholders and Participating Securities	$	119,419	$	53,140	$	156,524	$	116,705
Net Income Allocable to Participating Securities	Net Income Allocable to Participating Securities	(126)		(125)		(441)		(374)		Net Income Allocable to Participating Securities	(269)		(155)		(357)		(315)
Net Income Available to Unitholders	Net Income Available to Unitholders	$	43,273	$	36,514	$	159,663	$	114,076	Net Income Available to Unitholders	$	119,150	$	52,985	$	156,167	$	116,390
Denominator (In Thousands):	Denominator (In Thousands):									Denominator (In Thousands):
Weighted Average Units - Basic	Weighted Average Units - Basic	131,668		129,914		131,345		129,357		Weighted Average Units - Basic	134,278		131,188		134,176		131,180
Effect of Dilutive Securities:	Effect of Dilutive Securities:									Effect of Dilutive Securities:
Performance Units and certain Performance RLP Units (See Note 9)	Performance Units and certain Performance RLP Units (See Note 9)	510		380		496		363		Performance Units and certain Performance RLP Units (See Note 9)	312		516		367		489
Weighted Average Units - Diluted	Weighted Average Units - Diluted	132,178		130,294		131,841		129,720		Weighted Average Units - Diluted	134,590		131,704		134,543		131,669
Basic EPU:	Basic EPU:									Basic EPU:
Net Income Available to Unitholders	Net Income Available to Unitholders	$	0.33	$	0.28	$	1.22	$	0.88	Net Income Available to Unitholders	$	0.89	$	0.40	$	1.16	$	0.89
Diluted EPU:	Diluted EPU:									Diluted EPU:
Net Income Available to Unitholders	Net Income Available to Unitholders	$	0.33	$	0.28	$	1.21	$	0.88	Net Income Available to Unitholders	$	0.89	$	0.40	$	1.16	$	0.88

At ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, participating securities for the Company ~~include~~included 125,920 and 147,937, ~~and 211,920,~~ respectively, of Service Awards (see Note 9), which participate in non-forfeitable distributions. At ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, participating securities for the Operating Partnership ~~include~~included 318,870 and 378,548, ~~and 444,407,~~ 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.

2622

9. Long-Term Compensation

Awards with Performance Measures

During the ~~nine~~six months ended ~~September~~June 30, ~~2021, 58,568~~2022, 35,867 performance units ("Performance Units") and ~~263,621~~208,454 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 ~~$7,162~~$7,266 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 ~~nine other~~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 ~~nine~~six months ended ~~September~~June 30, ~~2021, 67,127~~2022, 60,281 shares of restricted stock units ("Service Units") and ~~51,525~~57,907 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 ~~$5,195~~$7,087 on the grant date. The Service Awards granted to employees generally vest ratably over three years based on continued employment. Service ~~Awards~~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

~~Commencing January 1, 2020, all~~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 ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, 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 ~~$3,508~~$3,893 and ~~$3,078~~$3,451 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$10,572~~$8,994 and ~~$9,827~~$7,064 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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 ~~$549~~$1,154 and ~~$358~~$507 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$1,759~~$2,327 and ~~$1,670~~$1,210 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. At ~~September~~June 30, ~~2021,~~2022, we had ~~$14,268~~$16,404 in unrecognized compensation related to unvested Service Awards and Performance Awards. The weighted average period ~~that~~over which the unrecognized compensation is expected to be recognized is ~~0.85~~0.97 years.

10. ~~Derivatives~~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 ~~entered into~~have interest rate swaps to manage our exposure to changes in the one-month LIBOR rate related to our Unsecured Term Loans. We have 6 interest rate swaps, with an aggregate notional value of $260,000, that fix the one-month LIBOR rate at a weighted average rate of 1.79% and mature on September 12, 2022 (the "2015 Swaps") and 3 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"). ~~We also had 4~~

During the three months ended June 30, 2022, we entered into 8 interest rate swaps (the "2022 Swaps") with an aggregate notional value of $200,000, that fixed the one-month LIBOR rate at a weighted average rate of 2.29% and matured on January 29, 2021 (the "2014 Swaps"). We designated the 2014 Swaps, the 2015 Swaps and the 2021 Swaps as cash flow hedges.

~~Additionally, during the nine months ended September 30, 2020, we entered into an interest rate swap~~$425,000 to manage our exposure to changes in the one-month ~~LIBOR~~SOFR rate related to our 2022 Unsecured ~~Credit Facility (the "2020 Swap").~~Term Loan. The ~~2020 Swap commenced April 1, 2020, matured on April 1, 2021, had a notional value of $150,000 and fixed~~2022 Swaps, which are effective commencing October 3, 2022, fix the one-month ~~LIBOR~~daily SOFR rate at ~~0.42%.~~2.69% and mature on September 30, 2027. We have designated the 2022 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 ~~September~~June 30, ~~2021,~~2022, 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 ~~liabilities~~assets related to ~~the 2014 Swaps,~~ the 2015 Swaps, the ~~2020 Swap~~2021 Swaps and the ~~2021~~2022 Swaps, which are included in the line items Prepaid Expenses and Other Assets, Net orAccounts Payable, Accrued Expenses and Other Liabilitiesand are accounted for at fair value on a recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


				Fair Value Measurements:							Fair Value Measurements:
Description	Description	Fair Value at September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)	Description	Fair Value at June 30, 2022		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:								Derivatives designated as a hedging instrument:
Assets:								Assets:
2015 Swaps								2015 Swaps	$	139	—	$	139	—
2021 Swaps								2021 Swaps	$	13,141	—	$	13,141	—
2022 Swaps								2022 Swaps	$	2,184	—	$	2,184	—

									Fair Value at December 31, 2021
Derivatives designated as a hedging instrument:	Derivatives designated as a hedging instrument:							Derivatives designated as a hedging instrument:
Assets:	Assets:							Assets:

2021 Swaps	2021 Swaps	$	78	—	$	78	—	2021 Swaps	$	1,341	—	$	1,341	—
Liabilities:	Liabilities:							Liabilities:
2015 Swaps	2015 Swaps	$	(4,152)	—	$	(4,152)	—	2015 Swaps	$	(2,668)	—	$	(2,668)	—
2021 Swaps		$	(1,395)	—	$	(1,395)	—

		Fair Value at December 31, 2020
Derivatives designated as a hedging instrument:
Liabilities:
2014 Swaps		$	(333)	—	$	(333)	—
2015 Swaps		$	(7,317)	—	$	(7,317)	—
2021 Swaps		$	(6,244)	—	$	(6,244)	—
Derivatives not designated as a hedging instrument:
Liabilities:
2020 Swap		$	(106)	—	$	(106)	—

There was no ineffectiveness recorded on the 2015 Swaps, or the 2021 Swaps or the 2022 Swaps during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. See Note 7 for more information regarding our derivatives.

The estimated fair value of the ~~2014 Swaps, the~~ 2015 Swaps, the ~~2020 Swap~~2021 Swaps and the ~~2021~~2022 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 ~~2014 Swaps, the~~ 2015 Swaps, the ~~2020 Swap~~2021 Swaps and the ~~2021~~2022 Swaps fell within Level 2 of the fair value hierarchy.

11. Related Party Transactions

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Operating Partnership had receivable balances of ~~$9,337~~$9,176 and ~~$9,380,~~$9,239, respectively, from a direct wholly-owned subsidiary of the Company. Additionally, see Note 5 for transactions with our joint ventures.

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 ~~September~~June 30, ~~2021,~~2022, we had ~~17 industrial properties~~21 development projects totaling approximately ~~5.6~~5.8 million square feet of GLA under construction. The estimated total investment as of ~~September~~June 30, ~~2021~~2022 is approximately ~~$594,700.~~$776,200. Of this amount, approximately ~~$355,600~~$355,700 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated total investment.

13. Subsequent Events

~~From October 1, 2021~~Subsequent to ~~October 22, 2021,~~June 30, 2022, we acquired 32 industrial properties and 1 land ~~parcels~~parcel for aan aggregate purchase price of ~~$18,779, excluding transaction costs. In addition, we sold 4 industrial properties for $7,295,~~$35,022, excluding transaction costs.

2925


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 ~~which~~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 ~~recent~~ outbreak of COVID-19;

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

•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, ~~2020~~2021 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.

3026

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 ~~September~~June 30, ~~2021,~~2022, we owned ~~423~~422 industrial properties located in 2019 states, containing an aggregate of approximately ~~62.1~~64.0 million square feet of gross leasable area ("GLA"). Of the ~~423~~422 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 ~~97.8%~~97.7% ownership interest ("General Partner Units") at ~~September~~June 30, ~~2021.~~2022. 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 ~~2.2%~~2.3% at ~~September~~June 30, ~~2021~~2022 represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units").

We also own an equity ~~interests~~interest in and provide various services to ~~two~~a joint ~~ventures~~venture (the "Joint ~~Ventures"~~Venture")~~, each~~ through a wholly-owned TRS of the Operating Partnership. The Joint ~~Ventures are each~~Venture is accounted for under the equity method of accounting. The operating data of the Joint ~~Ventures~~Venture is not consolidated with that of the Operating Partnership or the Company as presented herein. ~~One of the Joint Ventures sold its remaining acres of land during the nine months ended September 30, 2021.~~

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.

3127

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 ~~through an increase in~~by increasing our cash ~~flows~~flow and ~~increases in the value of our properties and operations.~~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) 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; (ii) the acquisition of portfolios of industrial properties or individual properties ~~which~~that meet our investment parameters within our 15 target ~~logistics~~ markets; (iii) the expansion of our properties; and (iv) possible 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 ~~located~~ in 15 ~~logistics~~target markets where land is more ~~scarce.~~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 percentage of light industrial ~~and R&D/flex~~ buildings.

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 ~~our~~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 ~~the top~~ 15 industrial real estate markets in the United States. These markets have one or more of the following characteristics: (i) favorable industrial real estate fundamentals, including improving industrial demand and constrained 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 per square foot 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 ~~the top~~ 15 ~~key logistics~~target markets with a coastal orientation in the United States 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 ~~assets we believe have~~ lower rent growth ~~potential~~assets and redeploy the capital into ~~assets we believe have~~ higher rent growth ~~potential~~assets in key logistics markets. ~~We also seek to reduce our percentage of our holdings of light industrial and R&D/flex 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 ~~additional sources~~another source of capital to finance acquisitions and developments.

Summary of the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

~~Despite the COVID-19 pandemic, our~~Our operating results remained strong during the ~~nine~~six months ended ~~September,~~June 30, ~~2021.~~2022. Our quarter end in-service occupancy was ~~97.1%, which is a 140 basis point increase compared to our in-service occupancy at December 31, 2020. Also,~~98.4% and for leases that commenced during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we ~~grew~~increased cash rental rates by ~~15.9%~~19.6% on new and renewal ~~leases (22.8%~~leasing (27.0% during the ~~third~~second quarter). ~~After resuming speculative development in the fourth quarter of 2020,~~At June 30, 2022, we ~~started 13 additional speculative buildings and one build-to-suit building~~had 21 projects comprising ~~in the aggregate, 5.0~~5.8 million square feet of GLA ~~during the nine months ended September 30, 2021. We continued~~under development with an estimated investment in excess of $776 million. Additionally, we continue to position ourselves for future development activity by acquiring land located in our target markets. Although the impact of COVID-19 pandemic has had an overall minimal impact on us in 2020 and so far in 2021, we cannot predict the future impact it may have on our business, future financial condition and operating results.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we completed the following significant real estate activities:

•We acquired ~~four~~seven industrial properties comprised of approximately ~~0.2~~0.3 million square feet of GLA located in ~~the Central~~Northern California, Seattle, South Florida ~~Denver~~ and ~~Northern~~Southern California markets for an aggregate purchase price of ~~$38.7~~$77.3 million, excluding ~~transactions~~transaction costs. We additionally acquired two income-producing land parcels in Northern California and Southern California markets for an aggregate purchase price of $36.5 million, excluding transaction costs.

•We acquired approximately ~~455.8~~38.8 acres of land for development located in ~~the Central Pennsylvania, Denver, Inland Empire,~~ Northern California ~~Philadelphia~~ and ~~Phoenix~~Southern California markets, for an aggregate purchase price of ~~$177.7~~$68.9 million, excluding transaction costs.

•We commenced speculative development of 13nine industrial buildings ~~and one build-to-suit facility~~ totaling ~~5.0~~2.2 million square feet of GLA in our Central Pennsylvania, Chicago, Denver, Lehigh Valley, Northern California, South Florida ~~Central Pennsylvania, Dallas, Denver, Inland Empire, Miami, Nashville, Phoenix~~ and ~~Seattle~~Southern California markets.

•WeOur Joint Venture sold ~~12 industrial properties and seven industrial condominium units comprising approximately 1.7 million square feet~~391 acres of ~~GLA and one~~ land ~~parcel~~located in Phoenix for gross ~~sales~~ proceeds of ~~$118.6~~$255 million.

•~~One of the Joint Ventures sold its remaining 138 acres (for which the Company was the purchaser and such land purchase is included above) for a sale price of $31.8 million. Additionally, we netted our~~ Our pro-rata share of gain ~~on sale~~was $76.0 million and we earned an incentive ~~fees~~fee of ~~$10.2 million against the basis of the land.~~$28.4 million. These amounts exclude our partner's 6% share that we consolidate and report in our financial statements.

Our significant financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were:

•We amended and restated our Unsecured Line of Credit which extended the maturity date to July 7, 2025 and increased our borrowing capacity to $750.0 million. The current credit spread is 32.5 basis points lower than the spread on the prior facility.

•We also amended and restated our $200.0 million 2020 Unsecured Term Loan, extending the maturity date to July 7, 2026 and increasing the additional borrowing capacity potentially available to incremental borrowings of $260.0 million if, subject to certain conditions, we exercise the accordion feature of this unsecured term loan. The current credit spread is 65 basis points lower than the the spread on the 2020 Unsecured Term Loan.

•We paid off ~~$57.9~~$68.0 million in mortgage loans payable, ~~increasing~~bringing the percentage of our real estate that is unencumbered to ~~95.7%~~99.3% at June 30, 2022.

•We replaced our $260.0 million term loan that was scheduled to mature in September ~~30, 2021.~~2022 with a $425.0 million term loan that matures on October 18, 2027. Based on our current credit ratings and leverage and the related interest rate hedges with a notional value of $425.0 million that we entered into and commence in October 2022, our all-in interest rate on this term loan will be 3.64% commencing in October 2022.

•We issued ~~1,076,955~~218,230 shares of our common stock, through “at-the-market” (“ATM”) offerings, resulting in net proceeds of ~~$59.0~~$12.8 million.

•We declared first ~~second~~ and ~~third~~second quarter cash dividends of ~~$0.27~~$0.295 per common share or Unit per quarter, an increase of ~~8.0%~~9.3% from the ~~2020~~2021 quarterly rate.

•At ~~September~~June 30, ~~2021,~~2022, we had ~~$670.7~~$463.3 million available for additional borrowings under our Unsecured Credit Facility and cash and cash equivalents of ~~$52.3~~$135.2 million.

3430

Results of Operations

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. Same store properties are properties owned prior to January 1, ~~2020~~2021 and held as an in-service property through ~~September~~June 30, ~~2021~~2022 and developments and redevelopments that were placed in service prior to January 1, ~~2020.~~2021. Properties which 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%. ~~Acquisitions~~Properties that are less than 75% occupied at the date of acquisition ~~and developments and redevelopments~~ are placed in service as they reach the earlier of ~~a) stabilized~~90% occupancy ~~(defined as 90% occupied),~~ or b) one year subsequent to ~~acquisition~~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, ~~2019~~2020 and held as an operating property through ~~September~~June 30, ~~2021.~~2022. Sold properties are properties that were sold subsequent to December 31, ~~2019.~~2020. Developments and redevelopments (collectively referred to as "(Re)Developments") include (re)developments that were not: a) substantially complete 12 months prior to January 1, ~~2020;~~2021; or b) stabilized prior to January 1, ~~2020.~~2021. 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 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.

3531

Comparison of ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

Our net income was ~~$160.2~~$170.8 million and ~~$114.7~~$116.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the average daily occupancy rate of our same store properties was ~~96.4%~~97.9% and ~~96.8%~~95.6%, respectively.


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
		($ in 000's)									($ in 000's)
REVENUES	REVENUES									REVENUES
Same Store Properties	Same Store Properties	$	319,312	$	301,755	$	17,557	5.8	%	Same Store Properties	$	238,454	$	221,595	$	16,859	7.6	%
Acquired Properties	Acquired Properties	10,438		2,223		8,215		369.5	%	Acquired Properties	2,371		275		2,096		762.2	%
Sold Properties	Sold Properties	3,056		17,367		(14,311)		(82.4)	%	Sold Properties	—		7,087		(7,087)		(100.0)	%
(Re)Developments	(Re)Developments	17,601		5,181		12,420		239.7	%	(Re)Developments	9,415		2,338		7,077		302.7	%
Other	Other	4,332		9,213		(4,881)		(53.0)	%	Other	5,322		2,362		2,960		125.3	%

Total Revenues	Total Revenues	$	354,739	$	335,739	$	19,000	5.7	%	Total Revenues	$	255,562	$	233,657	$	21,905	9.4	%

Revenues from same store properties increased ~~$17.6~~$16.9 million primarily due to ~~an increase~~increases in rental rates and occupancy as well as an increase in tenant recoveries and a decrease in reserves taken on tenant accounts receivable, offset by a decrease in occupancy and final insurance settlement proceeds of $1.1 million received and recorded in 2020 as revenue related to a property that was destroyed by fire in 2016.recoveries. Revenues from acquired properties increased ~~$8.2~~$2.1 million due to the 1211 industrial properties acquired subsequent to December 31, ~~2019~~2020 totaling approximately ~~1.8~~0.5 million square feet of GLA. Revenues from sold properties decreased ~~$14.3~~$7.1 million due to the 4129 industrial properties sold subsequent to December 31, ~~2019~~2020 totaling approximately ~~3.6~~2.9 million square feet of ~~GLA as well as a lease we reclassified from an operating lease to a sales-type lease in 2019, for which the sale of such property subsequently closed in 2020.~~GLA. Revenues from (re)developments increased ~~$12.4~~$7.1 million due to an increase in ~~occupancy.~~occupancy and tenant recoveries. Revenues from other ~~decreased $4.9~~increased $3.0 million primarily due revenues from income-producing land parcels for which our ultimate intent is to final insurance settlement proceeds of $5.4 million received and recorded in 2020 as revenue related to a property that was destroyed by fire in 2017, offset by revenues related to acquisitions of partially occupied properties during 2019 that were not yet stabilized at December 31, 2019 and therefore are not yet includedredevelop or develop in the ~~same store pool.~~future.

Nine Months Ended September 30,
2021 2020 $ Change % Change
($ in 000's)
PROPERTY EXPENSES
Same Store Properties $ 82,629 $ 74,354 $ 8,275 11.1 %
Acquired Properties 2,114 537 1,577 293.7 %
Sold Properties 356 3,554 (3,198) (90.0) %
(Re)Developments 5,070 2,599 2,471 95.1 %
Other 8,217 6,443 1,774 27.5 %
Total Property Expenses $ 98,386 $ 87,487 $ 10,899 12.5 %


	Six Months Ended June 30,
	2022		2021		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	59,219	$	57,732	$	1,487	2.6	%
Acquired Properties	620		58		562		969.0	%
Sold Properties	—		1,331		(1,331)		(100.0)	%
(Re)Developments	2,398		902		1,496		165.9	%
Other	8,038		4,967		3,071		61.8	%


Total Property Expenses	$	70,275	$	64,990	$	5,285	8.1	%

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 $8.3 million primarily due to an increase in real estate tax expense, snow removal costs and repair and maintenance costs.~~remained relatively unchanged. Property expenses from acquired properties increased ~~$1.6~~$0.6 million due to properties acquired subsequent to December 31, ~~2019.~~2020. Property expenses from sold properties ~~(including expenses related to the lease reclassified as a sales-type lease)~~ decreased ~~$3.2~~$1.3 million due to properties sold subsequent to December 31, ~~2019.~~2020. Property expenses from (re)developments increased ~~$2.5~~$1.5 million primarily due to the substantial completion of developments. Property expenses from other increased ~~$1.8~~$3.1 million ~~primarily~~ 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 remained relatively unchanged.

General and administrative expense increased by $0.7 million, or 2.6%, primarily due to an increase in compensation, offset by severance and regional wind-up expenses associated with the closing of our Indianapolis office during the nine months ended September 30, 2020.


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
		($ in 000's)									($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION	DEPRECIATION AND OTHER AMORTIZATION									DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	Same Store Properties	$	83,748	$	87,831	$	(4,083)	(4.6)	%	Same Store Properties	$	63,592	$	60,812	$	2,780	4.6	%
Acquired Properties	Acquired Properties	5,328		1,462		3,866		264.4	%	Acquired Properties	1,110		76		1,034		1,360.5	%
Sold Properties	Sold Properties	452		3,650		(3,198)		(87.6)	%	Sold Properties	—		1,555		(1,555)		(100.0)	%
(Re) Developments		6,284		2,689		3,595		133.7	%
(Re)Developments										(Re)Developments	3,766		725		3,041		419.4	%
Corporate Furniture, Fixtures and Equipment and Other	Corporate Furniture, Fixtures and Equipment and Other	1,752		1,900		(148)		(7.8)	%	Corporate Furniture, Fixtures and Equipment and Other	1,912		1,253		659		52.6	%
Total Depreciation and Other Amortization	Total Depreciation and Other Amortization	$	97,564	$	97,532	$	32	—	%	Total Depreciation and Other Amortization	$	70,380	$	64,421	$	5,959	9.3	%

Depreciation and other amortization from same store properties ~~decreased $4.1~~increased $2.8 million primarily due to accelerated depreciation and amortization ~~recognized~~taken during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2022 attributable to the early termination of a certain ~~tenants' leases.~~tenant's lease as well as due to improvements completed at our properties subsequent to June 30, 2021. Depreciation and other amortization from acquired properties increased ~~$3.9~~$1.0 million due to properties acquired subsequent to December 31, ~~2019.~~2020. Depreciation and other amortization from sold properties decreased ~~$3.2~~$1.6 million due to properties sold subsequent to December 31, ~~2019.~~2020. Depreciation and other amortization from (re)developments increased ~~$3.6~~$3.0 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other ~~remained relatively unchanged.~~increased $0.7 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2020 and therefore are not yet included in the same store pool.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we recognized ~~$66.4~~$0.3 million of gain on sale of real estate related to the sale of ~~12 industrial properties and seven industrial condominium units comprised of approximately 1.7 million square feet of GLA and~~ one land parcel. For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we recognized ~~$29.6~~$57.5 million of gain on sale of real estate related to the sale of 14six industrial properties and three industrial condominium units comprised of approximately ~~0.6~~1.5 million square feet of ~~GLA.~~GLA and one land parcel.

Interest expense decreased by ~~$3.5~~$4.5 million, or ~~9.2%~~18.4%, due to an increase in capitalized interest of ~~$3.1~~$4.1 million caused by an increase in development projects eligible for capitalization and capitalization of interest related to our joint venture investment during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021 and a decrease in the weighted average interest rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021 (3.52%~~2022 (3.20%) as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020 (3.61%~~2021 (3.63%), offset by an increase in the weighted average debt balance outstanding for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 ($~~1,615.5~~1,791.2 million) as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 ($~~1,587.5~~1,603.0 million).

Amortization of debt issuance costs ~~was not significant.~~decreased $0.4 million, or 21.1%, primarily due to debt issuance costs incurred in 2020 related to the one-year refinancing of the $200.0 million unsecured term loan and mortgages paid off in 2021 and 2022.

Equity in ~~loss~~income of ~~Joint Ventures~~joint ventures of $118.2 million for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020 was not significant. However, during the nine months ended September 30, 2021, we deferred $10.2 million~~2022 includes our pro-rata share of ~~equity in income and incentive fees earned~~gain from the sale of ~~the remaining 138 acres of developable land from one of~~real estate by the Joint ~~Ventures since~~Venture of $86.4 million as well as an incentive fee of $32.3 million we earned from the ~~Company was~~Joint Venture. These amounts include our partner's 6% interest in the ~~purchaser of the land. This deferral was netted against the basis of the land acquired.~~Joint Venture that we consolidate and report within our financial statements.

Income tax ~~provision~~expense increased ~~by $2.1~~$22.7 million ~~or 1,975.2%, primarily~~ due to an increase in our pro-rata share of gain from the sale of ~~real estate as well as~~land and an incentive ~~fees we~~fee earned from ~~one of~~ the Joint Ventures. Our equity ownership in the Joint Ventures is owned through a wholly-owned TRS. ~~We also recognized additional income taxes in 2021 related to sales of real estate from another TRS as well an increase in state tax expense.~~

3733

Comparison of Three Months Ended ~~September~~June 30, ~~2021~~2022 to Three Months Ended ~~September~~June 30, ~~2020~~2021

Our net income was ~~$43.4~~$133.7 million and ~~$36.7~~$53.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the average daily occupancy rate of our same store properties was ~~97.3%~~98.0% and ~~96.7%~~96.1%, respectively.


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
		($ in 000's)									($ in 000's)
REVENUES	REVENUES									REVENUES
Same Store Properties	Same Store Properties	$	108,420	$	101,210	$	7,210	7.1	%	Same Store Properties	$	119,264	$	111,411	$	7,853	7.0	%
Acquired Properties	Acquired Properties	3,841		1,727		2,114		122.4	%	Acquired Properties	1,673		236		1,437		608.9	%
Sold Properties	Sold Properties	163		4,643		(4,480)		(96.5)	%	Sold Properties	—		3,245		(3,245)		(100.0)	%
(Re)Developments	(Re)Developments	6,627		1,863		4,764		255.7	%	(Re)Developments	5,891		1,428		4,463		312.5	%
Other	Other	2,031		6,751		(4,720)		(69.9)	%	Other	3,221		1,078		2,143		198.8	%

Total Revenues	Total Revenues	$	121,082	$	116,194	$	4,888	4.2	%	Total Revenues	$	130,049	$	117,398	$	12,651	10.8	%

Revenues from same store properties increased ~~$7.2~~$7.9 million primarily due to ~~an increase~~increases in rental rates and ~~tenant recoveries, a decrease in reserves taken on receivable amounts and~~occupancy as well as an increase in ~~occupancy.~~tenant recoveries. Revenues from acquired properties increased ~~$2.1~~$1.4 million due to the 1211 industrial properties acquired subsequent to December 31, ~~2019~~2020 totaling approximately ~~1.8~~0.5 million square feet of GLA. Revenues from sold properties decreased ~~$4.5~~$3.2 million due to the 4129 industrial properties sold subsequent to December 31, ~~2019~~2020 totaling approximately ~~3.6~~2.9 million square feet of ~~GLA as well as a lease we reclassified from an operating lease to a sales-type lease in 2019, for which the sale of such property subsequently closed in 2020.~~GLA. Revenues from (re)developments increased ~~$4.8~~$4.5 million due to an increase in ~~occupancy.~~occupancy and tenant recoveries. Revenues from other ~~decreased $4.7~~increased $2.1 million primarily due to ~~final insurance settlement proceeds of $5.4 million received and recorded in 2020 as revenue related~~revenues from income-producing land parcels for which our ultimate intent is to a property that was destroyed by fire in 2017, offset by revenues related to acquisitions of partially occupied properties during 2019 that were not yet stabilized at December 31, 2019 and therefore are not yet includedredevelop or develop in the ~~same store pool.~~future.


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
		($ in 000's)									($ in 000's)
PROPERTY EXPENSES	PROPERTY EXPENSES									PROPERTY EXPENSES
Same Store Properties	Same Store Properties	$	27,144	$	26,264	$	880	3.4	%	Same Store Properties	$	29,256	$	28,164	$	1,092	3.9	%
Acquired Properties	Acquired Properties	812		417		395		94.7	%	Acquired Properties	398		51		347		680.4	%
Sold Properties	Sold Properties	24		670		(646)		(96.4)	%	Sold Properties	—		629		(629)		(100.0)	%
(Re)Developments	(Re)Developments	1,819		1,010		809		80.1	%	(Re)Developments	1,345		505		840		166.3	%
Other	Other	3,597		1,994		1,603		80.4	%	Other	3,861		2,399		1,462		60.9	%

Total Property Expenses	Total Property Expenses	$	33,396	$	30,355	$	3,041	10.0	%	Total Property Expenses	$	34,860	$	31,748	$	3,112	9.8	%

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 $0.9 million primarily due to an increase in real estate tax expense.~~remained relatively unchanged. Property expenses from acquired properties increased ~~$0.4~~$0.3 million due to properties acquired subsequent to December 31, ~~2019.~~2020. Property expenses from sold properties ~~(including expenses related to the lease reclassified as a sales-type lease)~~ decreased $0.6 million due to properties sold subsequent to December 31, ~~2019.~~2020. Property expenses from (re)developments increased $0.8 million primarily due to the substantial completion of developments. Property expenses from other increased ~~$1.6~~$1.5 million ~~primarily~~ due to an increase in real estate tax expense on land parcels and an increase in certain miscellaneous expenses.

General and administrative expense remained relatively unchanged.

~~General and administrative expense increased by $1.1 million, or 14.9%, primarily due to an increase in incentive compensation.~~


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
		($ in 000's)									($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION	DEPRECIATION AND OTHER AMORTIZATION									DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	Same Store Properties	$	28,110	$	30,617	$	(2,507)	(8.2)	%	Same Store Properties	$	32,074	$	30,704	$	1,370	4.5	%
Acquired Properties	Acquired Properties	2,042		924		1,118		121.0	%	Acquired Properties	805		76		729		959.2	%
Sold Properties	Sold Properties	20		1,128		(1,108)		(98.2)	%	Sold Properties	—		644		(644)		(100.0)	%
(Re) Developments		2,343		1,052		1,291		122.7	%
(Re)Developments										(Re)Developments	2,556		394		2,162		548.7	%
Corporate Furniture, Fixtures and Equipment and Other	Corporate Furniture, Fixtures and Equipment and Other	628		648		(20)		(3.1)	%	Corporate Furniture, Fixtures and Equipment and Other	1,035		628		407		64.8	%
Total Depreciation and Other Amortization	Total Depreciation and Other Amortization	$	33,143	$	34,369	$	(1,226)	(3.6)	%	Total Depreciation and Other Amortization	$	36,470	$	32,446	$	4,024	12.4	%

Depreciation and other amortization from same store properties ~~decreased $2.5~~increased $1.4 million primarily due to accelerated depreciation and amortization ~~recognized~~taken during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2022 attributable to the early termination of a certain ~~tenants' leases.~~tenant's lease as well as improvements completed at our properties subsequent to June 30, 2021. Depreciation and other amortization from acquired properties increased ~~$1.1~~$0.7 million due to properties acquired subsequent to December 31, ~~2019.~~2020. Depreciation and other amortization from sold properties decreased ~~$1.1~~$0.6 million due to properties sold subsequent to December 31, ~~2019.~~2020. Depreciation and other amortization from (re)developments increased ~~$1.3~~$2.2 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other ~~remained relatively unchanged.~~increased $0.4 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2020 and therefore are not yet included in the same store pool.

For the three months ended ~~September~~June 30, ~~2021,~~2022, we recognized ~~$8.9~~$0.3 million of gain on sale of real estate related to the sale of ~~six industrial properties and four industrial condominium units comprised of approximately 0.2 million square feet of GLA.~~one land parcel. For the three months ended ~~September~~June 30, ~~2020,~~2021, we recognized ~~$6.5~~$22.9 million of gain on sale of real estate related to the sale of ~~two~~three industrial properties and one industrial condominium unit comprised of approximately ~~0.1~~0.4 million square feet of ~~GLA.~~GLA and one land parcel.

Interest expense decreased by ~~$2.9~~$1.5 million, or ~~22.9%~~12.5%, due to an increase in capitalized interest of ~~$2.2~~$1.9 million caused by an increase in development projects eligible for capitalization and capitalization of interest related to our joint venture investment during the three months ended ~~September~~June 30, ~~2021~~2022 as compared to the three months ended ~~September~~June 30, ~~2020~~2021 and a decrease in the weighted average interest rate for the three months ended ~~September~~June 30, ~~2021 (3.31%~~2022 (3.13%) as compared to the three months ended ~~September~~June 30, ~~2020 (3.56%~~2021 (3.57%), offset by an increase in the weighted average debt balance outstanding for the three months ended ~~September~~June 30, ~~2021~~2022 ($~~1,640.0~~1,891.0 million) as compared to the three months ended ~~September~~June 30, ~~2020~~2021 ($~~1,604.8~~1,604.2 million).

Amortization of debt issuance costs ~~was not significant.~~decreased $0.2 million, or 21.9%, primarily due to debt issuance costs incurred in 2020 related to the one-year refinancing of the $200.0 million unsecured term loan and mortgages paid off in 2021 and 2022.

Equity in ~~loss~~income (loss) of ~~Joint Ventures for both the three months ended September 30, 2021 and 2020 was not significant.~~

~~Income tax provision was $0.8~~joint ventures of $118.2 million for the three months ended ~~September~~June 30, ~~2021 compared to an income tax benefit~~2022 includes our pro-rata share of ~~$0.04 million for~~gain from the ~~three months ended September 30, 2020. The increase of $0.8 million was primarily related to sales~~sale of real estate ~~from one~~by the Joint Venture of ~~our TRSs~~$86.4 million as well as an incentive fee of $32.3 million we earned from the Joint Venture. These amounts include our partner's 6% interest in the Joint Venture that we consolidate within our financial statements.

Income tax expense increased $22.6 million due to an increase in ~~state tax expense.~~

our pro-rata share of gain from the sale of land and an incentive fee earned from the Joint Ventures. Our equity ownership in the Joint Ventures is owned through a wholly-owned TRS.

3935

Leasing Activity

The following table provides a summary of our commenced leases for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The table does not include month-to-month leases or leases with terms less than twelve months.


Three Months Ended	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)		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	New Leases	26	465	$	8.81	39.5	%	4.8	$	10.30	N/A		New Leases	24	830	$	7.30	54.9	%	6.1	$	4.42	N/A
Renewal Leases	Renewal Leases	28	1,408	$	7.71	34.9	%	3.9	$	1.82	84.7	%	Renewal Leases	25	1,522	$	8.26	42.8	%	4.5	$	1.83	69.6	%
Development / Acquisition Leases	Development / Acquisition Leases	6	485	$	6.96	N/A		7.6	N/A		N/A		Development / Acquisition Leases	11	1,943	$	7.94	N/A		9.8	N/A		N/A
Total / Weighted Average	Total / Weighted Average	60	2,358	$	7.78	36.2	%	4.8	$	3.92	84.7	%	Total / Weighted Average	60	4,295	$	7.93	46.5	%	7.2	$	2.74	69.6	%

Nine Months Ended
Six Months Ended													Six Months Ended
New Leases	New Leases	76	2,125	$	7.16	36.0	%	5.9	$	7.03	N/A		New Leases	55	1,590	$	7.22	38.9	%	6.0	$	4.56	N/A
Renewal Leases	Renewal Leases	97	5,728	$	6.31	25.7	%	4.0	$	1.36	76.2	%	Renewal Leases	65	3,562	$	7.01	33.9	%	5.0	$	1.70	71.0	%
Development / Acquisition Leases	Development / Acquisition Leases	16	1,370	$	7.97	N/A		8.1	N/A		N/A		Development / Acquisition Leases	17	2,680	$	8.25	N/A		9.7	N/A		N/A
Total / Weighted Average	Total / Weighted Average	189	9,223	$	6.75	28.6	%	5.1	$	2.89	76.2	%	Total / Weighted Average	137	7,832	$	7.48	35.4	%	6.8	$	2.59	71.0	%

_______________

(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 ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, which included rent concessions during the lease term.


Three Months Ended	Three Months Ended	Number of Leases With Rent Concessions	Square Feet (in 000's)	Rent Concessions ($)		Three Months Ended	Number of Leases With Rent Concessions	Square Feet (in 000's)	Rent Concessions ($)
New Leases	New Leases	17	344	$	882	New Leases	14	623	$	749
Renewal Leases	Renewal Leases	1	45	25		Renewal Leases	1	122	30
Development / Acquisition Leases	Development / Acquisition Leases	5	416	793		Development / Acquisition Leases	8	1,801	6,541
Total	Total	23	805	$	1,700	Total	23	2,546	$	7,320

Nine Months Ended
Six Months Ended						Six Months Ended
New Leases	New Leases	53	1,741	$	3,335	New Leases	36	1,241	$	1,688
Renewal Leases	Renewal Leases	7	232	182		Renewal Leases	3	168	72
Development / Acquisition Leases	Development / Acquisition Leases	14	1,201	3,658		Development / Acquisition Leases	14	2,538	8,799
Total	Total	74	3,174	$	7,175	Total	53	3,947	$	10,559

4036

Liquidity and Capital Resources

At ~~September~~June 30, ~~2021,~~2022, our cash and cash equivalents was approximately ~~$52.3~~$135.2 million and ~~restricted cash was approximately $8.8 million. We~~we also had ~~$670.7~~$463.3 million available for additional borrowings under our Unsecured Credit Facility as of ~~September~~June 30, ~~2021.~~2022.

We have considered our short-term (through ~~September~~June 30, ~~2022)~~2023) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We ~~have $72.4 million in mortgage loans payable outstanding at September 30, 2021 that we anticipate paying prior to September 30, 2022. With the exception of these payment obligations, we~~ believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, the minimum distributions required to maintain 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 ~~September~~June 30, ~~2022)~~2023) 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 ~~September~~June 30, ~~2021,~~2022, and we anticipate that we will be able to operate in compliance with our financial covenants for the next twelve months.

As of ~~October~~July 22, ~~2021,~~2022, we had approximately ~~$590.6~~$358.3 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.

4137

Cash Flow Activity

The following table summarizes our cash flow activity for the Company for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:


		2021		2020			2022		2021
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	196,437	$	190,139	Net cash provided by operating activities	$	258,889	$	118,484
Net cash used in investing activities	Net cash used in investing activities	(291,602)		(274,355)		Net cash used in investing activities	(407,915)		(161,658)
Net cash (used in) provided by financing activities		(43,473)		102,619
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	225,479		(73,870)

The following table summarizes our cash flow activity for the Operating Partnership for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:


		2021		2020			2022		2021
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	196,478	$	190,699	Net cash provided by operating activities	$	258,950	$	118,502
Net cash used in investing activities	Net cash used in investing activities	(291,602)		(274,355)		Net cash used in investing activities	(407,915)		(161,658)
Net cash (used in) provided by financing activities		(43,514)		102,059
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	225,418		(73,888)

Changes in cash flow for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased ~~$6.3~~$140.4 million, ~~for the Company (increased $5.8 million for the Operating Partnership),~~ primarily due to the following:

•increase in NOI from same store properties, acquired properties and recently developed properties of ~~$25.9~~$22.5 million offset by a decrease in NOI due to the disposition of real estate of ~~$11.1~~$5.8 million; ~~and~~

•increase in distributions from our Joint Ventures of $118.0 million in 2022 as compared to 2021;

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

•~~increase~~decrease of $4.5 million in ~~tenant accounts receivable, prepaid expenses and other assets due to timing of cash receipts.~~interest expense.

Investing Activities: Cash used in investing activities increased ~~$17.2~~$246.3 million, primarily due to the following:

•increase of ~~$87.1~~$153.6 million related to the acquisition and development of real estate as well as payments for improvements and leasing commissions in ~~2021~~2022 as compared to ~~2020;~~2021; and

•decrease of ~~$6.5 million related to the collection of insurance settlement proceeds in 2020; offset by:~~

•~~increase in distributions from and a decrease in contributions to our Joint Ventures resulting in a net reduction of $62.8 million in 2021 as compared to 2020;~~

•~~decrease of $8.9 million in escrow deposits; and~~

•~~increase of $4.6~~$99.9 million in net proceeds provided by investing activities received from the disposition of real estate in ~~2021~~2021;

offset by:

•increase in net proceeds of $7.6 million resulting from distributions from and contributions to our Joint Ventures in 2022 as compared to ~~2020 and collection of a sales-type lease receivable in 2020.~~2021.

Financing Activities: Cash ~~used in~~provided by financing activities increased ~~$146.1~~$299.3 million, ~~for the Company (increased $145.6 million for the Operating Partnership),~~ primarily due to the following:

•~~decrease~~increase of ~~$300.0 million related to the issuance of unsecured notes in a private placement in 2020;~~

•~~increase in repayments of mortgage loans payable of $42.4~~$165.0 million in ~~2021 compared to 2020;~~

•~~a decrease of $19.7 million related to net~~ proceeds from refinancing the ~~issuance of 1,076,955 shares of the Company's common stock under our ATM~~$260.0 million unsecured term loan with a $425.0 million unsecured term loan in ~~2021 as compared to the net proceeds from the issuance of 1,842,281 shares of the Company's common stock under our ATM in 2020; and~~

•~~increase in dividend and unit distributions of $9.4 million primarily due to the Company increasing the dividend rate in 2021; offset by:~~2022;

•increase in net borrowings under our Unsecured Credit Facility of ~~$232.0~~$143.0 million in ~~2021~~2022 as compared to ~~2020.~~2021; and

•increase 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;

offset by:

•increase in repayments of mortgage loans payable of $9.0 million in 2022 as compared to 2021;

•increase in dividend and unit distributions of $7.5 million due to the Company increasing the dividend rate in 2022 as well as an increase in common shares and units outstanding; and

•increase in distributions to noncontrolling interests of $4.4 million in 2022 as compared to 2021.

4238

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 ~~which~~that are held by us at ~~September~~June 30, ~~2021~~2022 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.

The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of June 30, 2022, our Unsecured Credit Facility, our 2021 Unsecured Term Loan and related interest rate swaps (the "2021 Swaps") and the interest rate swaps relating to our 2022 Unsecured Term Loan that mature in September 2022 are indexed to LIBOR. Our loan documents contain provisions that contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent LIBOR-indexed rates are not available. We plan to modify the debt agreements and the 2021 Swaps prior to June 2023 and do not anticipate the modifications will have a material impact on our Consolidated Financial Statements.

At ~~September~~June 30, ~~2021, $1,541.6~~2022, $1,469.0 million or ~~95.4%~~76.7% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, ~~$74.0~~$447.0 million or ~~4.6%~~23.3% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, ~~2020,~~2021, $1,538.3 million or 95.1% of our total debt, excluding unamortized debt issuance costs, was ~~$1,602.7 million and 100% was~~ fixed rate debt. As of the same date, $79.0 million or 4.9% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 $460.0 million, that mitigate our exposure to our Unsecured Term Loans' variable interest rates, which are based on ~~LIBOR.~~LIBOR and SOFR.

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.

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 LIBOR and SOFR rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 would have increased by approximately ~~$0.005~~$0.1 million based on our average outstanding floating-rate debt during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Additionally, if weighted average interest rates on our weighted average fixed rate debt during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were to have increased by 10% due to refinancing, interest expense would have increased by approximately ~~$4.3~~$2.7 million during the ~~nine~~six months ended ~~September 30, 2021.~~

~~On March 5, 2021, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced that USD-LIBOR will no longer be published after~~ June 30, 2023. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR.

We anticipate that LIBOR will continue to be available substantially in its current form at least until June 30, 2023. Although many of our LIBOR-based obligations provide for alternative methods of calculating the interest rate payable if LIBOR is not reported, however the extent and manner of any future changes with respect to methods of calculating LIBOR or replacing LIBOR with another benchmark are unknown and impossible to predict at this time and, as such, may result in interest rates that are materially higher than current interest rates. We are monitoring this activity and evaluating the related risks.2022.

As of ~~September~~June 30, ~~2021,~~2022, the estimated fair value of our debt was approximately ~~$1,705.7~~$1,851.6 million based on our estimate of the then-current market interest rates.

4339

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 ~~2021~~2022 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 restated 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 unconsolidated joint ventures.

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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(In thousands)				(In thousands)					(In thousands)				(In thousands)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	42,446	$	35,959	$	156,580	$	112,262	Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	116,991	$	51,936	$	153,249	$	114,134
Adjustments:	Adjustments:									Adjustments:
Depreciation and Other Amortization of Real Estate	Depreciation and Other Amortization of Real Estate	32,886		34,152		96,907		96,921		Depreciation and Other Amortization of Real Estate	36,244		32,234		69,924		64,021

Gain on Sale of Real Estate	Gain on Sale of Real Estate	(8,879)		(6,525)		(66,378)		(29,594)		Gain on Sale of Real Estate	(297)		(22,854)		(297)		(57,499)
Gain on Sale of Real Estate (including Incentive Fees) from Joint Ventures										Gain on Sale of Real Estate (including Incentive Fees) from Joint Ventures	(118,244)		—		(118,244)		—

Income Tax Provision - Allocable to Gain on Sale of Real Estate, including Joint Ventures		337		—		1,888		—
Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including Joint Ventures										Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including Joint Ventures	24,243		1,472		24,243		1,551
Noncontrolling Interest Share of Adjustments	Noncontrolling Interest Share of Adjustments	(518)		(578)		(712)		(1,401)		Noncontrolling Interest Share of Adjustments	15,240		(247)		14,448		(194)
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	66,272	$	63,008	$	188,285	$	178,188	Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	74,177	$	62,541	$	143,323	$	122,013

4440

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, and equity in income or loss from our joint ventures. 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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 % Change 2021 2020 % Change
(In thousands) (In thousands)
Same Store Revenues $ 108,420 $ 101,210 $ 319,312 $ 301,755
Same Store Property Expenses (27,144) (26,264) (82,629) (74,354)
Same Store Net Operating Income Before Same Store Adjustments $ 81,276 $ 74,946 8.4% $ 236,683 $ 227,401 4.1%
Same Store Adjustments:
Straight-line Rent (1,822) (707) (6,202) (3,739)
Above / Below Market Rent Amortization (219) (256) (664) (786)
Lease Termination Fees (159) (1) (415) (703)
Same Store Net Operating Income(A)
$ 79,076 $ 73,982 6.9% $ 229,402 $ 222,173 3.3%

~~(A)~~ The nine months ended September 30, 2020 includes $1.1 million of insurance settlement gain related to a building destroyed by fire in 2016. Excluding this gain, the percent increase to Same Store Net Operating Income would be 3.7% for the nine months ended September 30, 2021.


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		% Change	2022		2021		% Change
	(In thousands)					(In thousands)
Same Store Revenues	$	119,264	$	111,411		$	238,454	$	221,595
Same Store Property Expenses	(29,256)		(28,164)			(59,219)		(57,732)
Same Store Net Operating Income Before Same Store Adjustments	$	90,008	$	83,247	8.1%	$	179,235	$	163,863	9.4%
Same Store Adjustments:

Straight-line Rent	(2,255)		(2,849)			(5,047)		(7,724)
Above / Below Market Rent Amortization	(232)		(256)			(463)		(542)
Lease Termination Fees	(25)		(130)			(25)		(249)

Same Store Net Operating Income	$	87,496	$	80,012	9.4%	$	173,700	$	155,348	11.8%

Subsequent Events

~~From October 1, 2021~~Subsequent to ~~October 22, 2021,~~June 30, 2022, we acquired ~~three~~two industrial properties and one land ~~parcels~~parcel for aan aggregate purchase price of ~~$18.8 million, excluding transaction costs. In addition, we sold four industrial properties for $7.3~~$35.0 million, excluding transaction costs.

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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.

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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, ~~2020,~~2021, 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, ~~2020.~~2021.


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

None.


Item 6.			Exhibits

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

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EXHIBIT INDEX


Exhibits						Description

10.1						~~Fourth~~ Amended and Restated Unsecured ~~Revolving Credit Facility~~Term Loan Agreement, dated as of ~~July 7, 2021,~~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 10.1 of the Form 8-K of the Company and the Operating Partnership, filed ~~July 13, 2021, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)~~

~~10.2~~						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 July 13, 2021, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

~~10.3~~						Third Amendment, dated as of July 7, 2021, to Unsecured Term Loan Agreement, dated as of September 11, 2015, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K of the Company and the Operating Partnership, filed July 13, 2021,April 20, 2022, 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 ~~September~~June 30, ~~2021,~~2022, 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.

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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 22, 2022


			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: ~~October~~July 22, ~~2021~~2022

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